Procedure for Obtaining an Overseas Investment Registration Certificate

The service for obtaining an overseas investment registration certificate is increasingly sought after by enterprises, particularly in the context of growing international business linkages.

To invest abroad, enterprises must complete the necessary procedures to meet the requirements of state management authorities. Among these, obtaining an overseas investment registration certificate is a critical step.

With our service, enterprises are supported by experienced experts who assist with related procedures. These experts not only provide essential information about the investment registration process but also offer advice on required documents, processing timelines, and associated costs.

This article provides guidance on the procedures and steps for obtaining an overseas investment registration certificate, as follows:

1. Forms of Overseas Investment

Investors may engage in overseas investment activities through the following forms:

• Establishing a company abroad in accordance with the laws of the host country;
• Establishing a branch of a Vietnamese company abroad in accordance with the laws of the host country;
• Executing a Business Cooperation Contract (BCC) abroad;
• Acquiring part or all of the charter capital of an economic organization abroad to participate in management and conduct investment and business activities;
• Buying or selling securities, other valuable papers, or investing through securities investment funds or other intermediary financial institutions abroad;
• Other forms of investment as permitted by the laws of the host country.

Note: When an enterprise establishes a representative office abroad, it is not required to obtain an overseas investment registration certificate.

2. Types of Overseas Investment Projects

• Projects not requiring investment policy approval with overseas investment capital below VND 20 billion;
• Projects not requiring investment policy approval with overseas investment capital above VND 20 billion (requires consultation with the State Bank of Vietnam);
• Projects requiring investment policy approval from the Prime Minister:
  • Projects in the fields of banking, insurance, securities, journalism, broadcasting, television, or telecommunications with overseas investment capital of VND 400 billion or more;
  • Projects outside the above fields with overseas investment capital of VND 800 billion or more;
• Projects requiring investment policy approval from the National Assembly:
  • Projects with overseas investment capital of VND 20,000 billion or more;
  • Projects requiring special mechanisms or policies that must be decided by the National Assembly.

3. Dossier for Applying for an Overseas Investment Registration Certificate

The dossier includes:

• A written application for overseas investment registration;
• A copy of the identity card, citizen identification card, or passport for individual investors; a copy of the establishment certificate or equivalent document confirming legal status for organizational investors;
• An investment project proposal;
• A document from the tax authority confirming the investor’s fulfillment of tax obligations up to the date of dossier submission;
• A written commitment to self-arrange foreign currency or a document from an authorized credit institution committing to arrange foreign currency for the investor;
• Documents confirming the location of the investment project for projects in the following sectors: energy; cultivation, planting, harvesting, or processing of agricultural, forestry, or aquatic products; surveying, exploration, extraction, or processing of minerals; construction of production, processing, or manufacturing facilities; or real estate and infrastructure development. Such documents may include:
  • An investment license or equivalent document from the host country or territory specifying the location and scale of land use;
  • A decision on land allocation or lease by a competent authority;
  • A successful bidding contract, subcontract, or land allocation/lease contract;
  • An investment or business cooperation contract specifying the location and scale of land use;
  • A preliminary agreement on land allocation, lease, business location lease, or investment/business cooperation from a competent authority, organization, or individual in the host country or territory;
• A decision on overseas investment;
• For projects in the fields of banking, securities, insurance, or science and technology, the investor must submit a written approval from the competent state authority confirming compliance with overseas investment conditions as stipulated in the Law on Credit Institutions, Law on Securities, Law on Science and Technology, or Law on Insurance Business.

4. Procedure for Obtaining an Overseas Investment Registration Certificate

Step 1: The investor prepares the dossier as required.

Step 2: The investor submits the dossier for the overseas investment registration certificate to the Ministry of Planning and Investment.

Step 3: The Ministry of Planning and Investment reviews the dossier:

• Within 3 working days from receiving the dossier, the Ministry of Planning and Investment sends it to relevant state agencies for appraisal opinions;
• Within 15 days from receiving the dossier, the consulted agencies provide appraisal opinions on matters within their jurisdiction;
• For projects requiring the Government’s investment policy approval, within 30 days from receiving the dossier, the Ministry of Planning and Investment conducts an appraisal and submits an appraisal report to the Prime Minister;
• For projects requiring the National Assembly’s investment policy approval:
  • The Ministry of Planning and Investment reports to the Prime Minister to establish a State Appraisal Council (within 5 days);
  • The State Appraisal Council conducts an appraisal and prepares an appraisal report (within 90 days);
  • The Government submits the dossier for deciding the investment policy to the National Assembly’s verification agency (60 days before the National Assembly session).

Step 4: The certificate is issued, or a refusal is provided with a written explanation stating the reasons.

Step 5: Register foreign exchange transactions to transfer investment capital abroad:

After receiving the overseas investment registration certificate, investors wishing to transfer capital or foreign currency abroad must register foreign exchange transactions with the State Bank of Vietnam.

5. Key Considerations for Conducting Overseas Investment Activities

First, Opening an Overseas Investment Capital Account

Pursuant to Article 65 of the Investment Law 2020, investors must open an overseas investment capital account at an authorized credit institution in Vietnam in accordance with foreign exchange management regulations. All transactions involving the transfer of funds from Vietnam abroad or from abroad to Vietnam related to overseas investment activities must be conducted through this account and comply with foreign exchange management regulations.

Second, Notification of Overseas Investment Activities

Within 60 days from the date the investment project is approved or licensed under the laws of the host country, the investor must send a written notification of the overseas investment activities to the Ministry of Planning and Investment, the State Bank of Vietnam, and Vietnam’s representative agency in the host country.

Third, Transfer of Investment Capital Abroad

Investors may transfer investment capital abroad to conduct investment activities when the following conditions are met:

• The overseas investment registration certificate has been issued, except as provided in Clause 3 of this Article;
• The investment activity has been approved or licensed by the competent authority of the host country. If the host country’s laws do not require investment licensing or approval, the investor must provide documents proving the right to conduct investment activities in the host country;
• The investor has an investment capital account as stipulated in Article 65 of the Investment Law 2020, meaning the investor has opened an overseas investment capital account.

Additionally, pursuant to Clause 2, Article 66 of the Investment Law 2020, the transfer of investment capital abroad must comply with regulations on foreign exchange management, export, technology transfer, and other relevant legal provisions. Notably, investors may transfer foreign currency, goods, machinery, or equipment abroad to support market surveys, research, exploration, and other preparatory investment activities as stipulated by the Government.

Fourth, Use of Profits Abroad

Pursuant to Article 67 of the Investment Law 2020, investors may retain profits from overseas investments for reinvestment in the following cases:

• Continuing to contribute capital for overseas investments if the registered capital has not been fully contributed;
• Increasing overseas investment capital;
• Implementing new overseas investment projects.

Fifth, Repatriation of Profits

Investors must note that within 6 months from the date of having a tax settlement report or an equivalent legal document under the laws of the host country, the investor must repatriate all profits and other income from overseas investments to Vietnam, except in cases where profits are retained for reinvestment as mentioned above. If profits and other income are not repatriated within the 6-month period, the investor must provide prior written notification to the Ministry of Planning and Investment and the State Bank of Vietnam. The deadline for repatriating profits may be extended for up to 12 months from the end of the period specified in Clause 1, Article 68 of the Investment Law 2020.

6. Legal Basis

• Investment Law 2020;
• Decree 31/2021/NĐ-CP guiding the Investment Law;

Circular 03/2021/TT-BKHĐT regulating templates for documents and reports related to investment activities in Vietnam, overseas investment from Vietnam, and investment promotion.

Disclaimer:

This article is intended for informational purposes only and does not constitute legal advice from HTH & Partners. The content represents the views of HTH & Partners and is subject to change without prior notice.

The legal provisions referenced in this article were valid at the time of publication but may have been amended or repealed by the time of reading. We strongly recommend consulting a qualified legal professional before applying any information contained herein.