Under the current Law on Investment, investors are entitled to transfer of investment projects in Vietnam to other investor when satisfied with the specific conditions and conducting the procedure of project adjustment under the regulation of law.
What are transfer of investment projects in Vietnam?
In simple terms, the transfer of investment projects in Vietnam is quite similar to “selling” the projects. Just like when you sell something, you transfer the ownership and responsibility to someone else, transferring an investment project means handing over the rights and obligations of that project to another party.
When you carry out the transfer of investment projects in Vietnam, you are essentially selling the projects to other investors or companies. This means they will take over the projects and continue the development and operations. It’s like passing the baton to someone else in a relay race. They will be responsible for managing the project, making decisions, and ensuring its success.
Similar to a sales transaction, the transfer of investment projects in Vietnam involves a process that follow the law. You need to negotiate with potential buyers, agree on the terms and conditions, and sign contracts to legally transfer the project’s ownership.
The conditions of transfer of investment projects in Vietnam
-The project is not terminated in the cases as prescribed in the Law on investment;
-Investment conditions applied to foreign investors are satisfied -in case the foreign investor receives a project of investment in conditional business lines;
-Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land;
-Conditions in the Certificate of investment registration or relevant regulations of law are complied with.
Preparation of dossier of transfer of investment projects in Vietnam
-A written request for permission for project adjustments;
-A report on the project’s progress up to the time of transfer;
-The project transfer contractor an other document with equivalent legal value;
-Copies of the ID card or passport (if the investor is an individual) or Certificate of Enterprise Registration or another document with equivalent legal value (if the investor is an organization);
-Copies of the Investment Registration Certificate or decision on investment guidelines (if any);
-Copies of the BCC contract (for BCC projects);
-Copies of one of the following documents of the transferee: financial statements of the last 02 years; commitment to provide financial support by the parent company, commitment to provide financial support by a financial institution, the guarantee of transferee’s financial capacity, documents describing the transferee’s financial capacity;
Order and procedure of transfer of investment projects in Vietnam
-Investors submit the dossier at Department of Planning and Investment (or Management of Economic Zone or High-tech Zone);
-Within a period of 10 working days from the date of receipt the complete and valid dossier for an investment project operating under an investment license and not subject to decision of investment policy (or 28 working days from the date of receipt the complete and valid dossier for an investment project which is subject to investment decision of the provincial People’s Committee; 47 working days from the date of receipt the complete and valid dossier for the investment project subject to the decision of the Prime Minister), the competent authorities consider and decide to adjust the investment registration certificate to the investor transferring the project.
Before the transfer of investment projects in Vietnam, investors need to evaluate the legal situation, apart from the financial, personnel, and other key issues of the project, which are subject of the transfer.
Therefore, to ensure effective transfer, investors often engage law firms with highly qualified lawyers in Vietnam to conduct M&A legal due diligence related to the legal documentation of the owner, capital contribution of the shareholder or member, tangible assets (land use rights, plant and machinery, equipment, etc.) and invisible assets (including industrial property rights), licenses, contracts or transactions of great value, taxes and other legal risks such as litigation or disputes which could significantly impact the project..
The transfer of investment projects in Vietnam is an administrative procedure with a state agencies that is only smooth when the parties reached agreements. In fact, the transfer of the investment project’s timeline depends on the appraisal and evaluation process of the parties involved in the project.
How a law firm in Vietnam could help with transfer of investment projects in Vietnam?
When it comes to the transfer of investment projects in Vietnam, engaging the legal services of a reliable law firm in Vietnam is essential for ensuring a smooth and successful process. The transfer of an investment project involves complex legal procedures, documentation, and compliance with regulatory requirements.
A law firm with experienced lawyers in Vietnam can provide invaluable support by conducting meticulous due diligence and assessing the legal aspects of the projects. They will thoroughly examine the project’s documentation, including ownership, financial records, contracts, licenses, and potential legal risks.
With their expertise, they can identify and mitigate any legal obstacles or disputes that could hinder the transfer process. By relying on the guidance of a trusted law firm, investors can navigate the intricacies of project transfer with confidence, ensuring a seamless transition of ownership and minimizing legal risks.
We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest protection, risk mitigation and regulatory compliance while doing business in Vietnam. ANT lawyers, a law firm in Vietnam has attorneys in Hanoi, Ho Chi Minh and Danang.
