The 2014 Investment Law, which has taken effect since July 1, 2015, has made three significant modifications regarding the procedures for capital contribution registration, share purchase, policy request and investment registration.

Capital contribution and purchase of shares

It has been made mandatory for foreign investors and economic organisations with foreign investments, who contribute capital or purchase contributed capital and shares from limited liability and joint stock companies, to follow the procedures of capital contribution registration and share purchase in the following cases:

– Foreign investors contributing capital to or purchasing shares or contributed capital from an economic organisation operating in conditional investment sectors applying to foreign investors;

– Capital contribution and the purchase of shares or contributed capital lead to foreign investors holding 51 per cent and more of the charter capital of the economic organisation.

Procedure of policy request

The procedure of policy request applies to a number of projects that affect national security, social order and safety, and the environment greatly.

Depending on each case, the investors might have to request for policy from different authorities:

– The National Assembly: projects that have significant effects on the environment or the potential to have serious effects on the environment; projects that change the purpose of land meant for rice cultivation with two or more crops of 500ha or larger; projects that require relocation of 20,000 people or more in the highlands and 50,000 people or more in other areas; and projects that are required to apply special mechanisms or policies.

– The Prime Minister: The following projects regardless of capital sources: projects that require relocation of 10,000 people or more in the highlands and 20,000 people or more in other areas; construction and operation of airports; air transport; and construction and operation of national seaports; as well as projects with foreign investment in sea transport, provision of telecommunication services with network infrastructure, afforestation and publishing, besides journalism, the establishment of science and technology organisations or wholly foreign science and technology companies.

– The provincial People's Committee: projects that use land allocated or leased out by the government without auction or bidding; projects that use technologies that are on the list of technologies restricted from transfer, as prescribed by the legal regulations on technology transfer. The policies of investment projects already executed in industrial parks, export-processing zones, hi-tech zones and economic zones, in conformity with the plans approved by competent authorities, are not subject to approval of the provincial People's Committee.

Grant of Investment Registration Certificate

Investors shall follow the procedure of requesting for an investment registration certificate in the following events:

– Economic organisations: the foreign investor holds 51 per cent or more of the charter capital and partnerships, with the majority of the general members being foreign nationals.

PLF – LAW FIRM