VIETNAM Law and Practice Contributed by: Minh Duong, Phong Nguyen and Justin Gisz, Asia Counsel Vietnam Law Company Limited
Investment registration certificate – Common Process Types of FDI other than capital contribution or the acquisition of shares/equity in a target organisation must undergo this review regime to obtain an IRC if the investment is not subject to investment policy approval. The investor will submit the application doc - uments to obtain the IRC to the following authorities: • the DOF, if the investment is to take place outside industrial parks, export processing zones, hi-tech parks or economic zones; or • the Board Management of the relevant industrial parks, export processing zones, hi-tech parks or economic zones, if the investment is to be carried out within these areas. Obtaining an IRC takes 10 days, but the actual pro - cessing time is often longer than the statutory timeline. M&A Approval A two-step approval process is required if the pro - posed acquisition involves any of the following sce - narios: • one of the target’s authorised business lines is sub - ject to market access conditions, and the acquisi - tion would increase foreign ownership of the target beyond the permitted level; • the acquisition would result in foreign ownership exceeding 50% of the target’s charter capital; or • the target company possesses land located in cer - tain border, coastal or national security areas. The two-step approval process involves the following. • Registration and approval – the acquisition must be registered with the relevant licensing authority, which will issue an approval notice within 15 days for the first two cases above. For the third case, the approval will be issued within 17 days. • Change-of-ownership registration – upon approval, the change of ownership must be registered with the relevant authority, which should take three working days. If the target company is a foreign-invested company, it may have an investment registration certificate asso -
To obtain the approval from the National Assembly, the application must be submitted no later than 60 days prior to the opening date of a National Assembly session. While the approval process takes at least 43 days for approval from the Prime Minister, and 26 days for approval from the Provincial People’s Committee. In practice, the timeline for review and issuance of investment policy approval is typically longer than the statutory timeline. Investment registration certificate – Special Process Certain types of FDI projects are eligible for a simpli - fied investment review regime to obtain an investment registration certificate (IRC), bypassing the standard investment policy approval regime. Eligibility applies to investments carried out in industrial parks, export processing zones, high-tech parks, centralised digi - tal technology zones, free trade zones, or functional areas within economic zones. Eligible investment pro - jects include: • investment in the construction of innovation cen - tres and R&D centres; • investment in the semiconductor industry, includ - ing design and manufacturing of integrated cir - cuits, printed electronics, chips and semiconductor materials; • investment in prioritised high-tech sectors and products encouraged by the Prime Minister; • investment in strategic technology infrastructure, including large-scale data centres, cloud comput - ing infrastructure, 5G mobile networks, and other digital infrastructure as determined by the Prime Minister; and • investment in strategic technology sectors and the production of strategic technology products, as determined by the Prime Minister. The investor will submit the application documents to obtain the IRC to the Board Management of the relevant industrial parks, export processing zones, hi- tech parks or economic zones. Obtaining an IRC takes 15 days, but the actual processing time is often longer than the statutory timeline.
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