Documents and procedures for applying for foreign investment certificate

Foreign investment license is the first requirement that businesses and individuals need to prepare in the process of investing abroad, so GLA provides information on foreign investment laws as well as procedures for applying for foreign investment licenses for individuals and businesses in Vietnam.

According to data from the Foreign Investment Agency in 11 months of 2024, Vietnam's total investment capital abroad reached 598,7 million USD, an increase of 51,6% over the same period last year. Foreign investment capital is allocated to areas such as: science, technology, processing industry, production and distribution of electricity, gas, hot water and air conditioning, mining, transportation, etc. Investment abroad contributes to strengthening economic cooperation with other countries in the world, bringing foreign currency revenue to the country as well as enhancing the country's position in the international market.

GLA will guide Enterprises:

• What forms of investment require a foreign investment license? 
• Documents, procedures and processes for applying for foreign investment licenses.

What is foreign investment?

Foreign investment is the activity of investors transferring capital to a foreign country to invest in business projects, acquire businesses or pay for business operations abroad, etc. 

According to the provisions of Vietnamese law, investors can be:

• Economic organizations are established and operate in accordance with the Law on Enterprises.
• Cooperatives and cooperative unions are established and operate in accordance with the provisions of the Law on Cooperatives.
• Credit institutions are established and operate under the Law on Credit Institutions.
• Business households according to the provisions of law, individuals with Vietnamese nationality.
• Other organizations carry out business investments in accordance with the provisions of Vietnamese law.

To invest abroad, investors need to ensure that their financial rights and obligations to the Vietnamese government are fulfilled, that the investment project is transparent in the country receiving the investment, complies with the laws of that country, and importantly, must be approved by the Department of Planning and Investment and be granted a certificate of investment abroad. In the case of individuals or enterprises using state loans to invest directly abroad, the individuals or enterprises must also commit to and comply with the terms of state loans. 

Legal regulations on foreign investment

Vietnamese laws, decrees and circulars on foreign investment include: 

• Investment Law 2020.
• Decree 31/2021/ND-CP guiding the Investment Law.
• Decree 122/2021/ND-CP regulating administrative sanctions for violations in the field of planning and investment;
• Decree 29/2021/ND-CP stipulates the order and procedures for appraising important national projects and monitoring and evaluating investment.
• Decree 124/2017/ND-CP regulating foreign investment in petroleum activities.
• Decree 135/2015/ND-CP Regulations on indirect investment abroad.
• Circular 12/2016/TT-NHNN providing guidance on foreign exchange management for overseas investment activities issued by the Governor of the State Bank of Vietnam.
• Circular 31/2018/TT-NHNN guiding foreign exchange management for overseas investment in petroleum activities issued by the State Bank of Vietnam.
• Circular 36/2018/TT-NHNN regulating lending activities for overseas investment by credit institutions and foreign bank branches to customers issued by the State Bank of Vietnam.
• Circular 10/2016/TT-NHNN guiding the provisions of Decree 135/2015/ND-CP on indirect investment abroad issued by the Governor of the State Bank of Vietnam.
• Circular 105/2016/TT-BTC guiding indirect investment activities abroad of securities business organizations, securities investment funds, securities investment companies and insurance businesses issued by the Minister of Finance.
• Circular 03/2021/TT-BKHĐT stipulates the forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion issued by the Minister of Planning and Investment.
• Circular 25/2023/TT-BKHĐT amends Circular 03/2021/TT-BKHĐT regulating forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion issued by the Minister of Planning and Investment.

Forms of foreign investment

Forms of foreign investment permitted by law include:

1. Establish economic organizations in accordance with the laws of the country receiving the investment.
2. Executing BCC contracts abroad (BCC is a type of contract signed between investors to divide profits or products without establishing an economic organization).
3. Acquiring part or all of the charter capital of an economic organization abroad to participate in management and carry out business investment activities abroad.
4. Buying and selling securities, other valuable papers or investing through securities investment funds and other intermediary financial institutions abroad.
5. Other forms of investment as prescribed by the laws of the country receiving the investment.

In addition, the conditions for approval from the Ministry of Planning and Investment and the time to receive the license, specifically depend on the investment amount and the field of operation of the invested project. There are 2 types of investment projects: projects subject to government approval and projects not subject to government approval, each type of project is divided into scales above and below 20 billion VND.

What does the application for a foreign investment certificate include?

Application for foreign investment certificate includes:

• Form (document) for registration of foreign investment.
• For individual investors: Certified copy of ID card/citizen identification card or passport; For institutional/enterprise investors: Copy of certificate of incorporation or equivalent document to verify legal status.
• Investment project proposal.
• Document "Confirmation of tax payment obligations of investors up to the time of submission of investment project dossier" from the tax authority.
• Commitment letter on self-balancing foreign currency or document of authorized credit institution committing to arrange foreign currency for investor.
• Documents confirming the location of investment projects for the following projects: Energy projects; Projects for raising, planting, catching, processing agricultural, forestry, and aquatic products; Investment projects in the field of surveying, exploring, exploiting, and processing minerals; Investment projects for building production, processing, and manufacturing facilities; Investment projects for building and trading real estate and infrastructure. Documents may include: Investment licenses or equivalent documents of the country or territory receiving the investment, which include the location and scale of land use; Decision on land allocation or land lease of competent agencies and organizations; Winning bid contracts, contract contracts, or land allocation or land lease contracts; Investment and business cooperation contracts, which clearly identify the location and scale of land use; Agreement in principle on land allocation, land lease, business location lease, investment and business cooperation agreement of competent agencies, organizations and individuals in the country or territory receiving the investment.
• Decision to invest abroad.
• For overseas investment projects in the fields of banking, securities, insurance, science and technology, investors must submit written approval from competent state agencies on meeting the conditions for overseas investment as prescribed by the Law on Credit Institutions, the Law on Securities, the Law on Science and Technology, and the Law on Insurance Business.
• Authorization document for organization to carry out procedures to apply for foreign investment license.

Procedures for applying for a certificate of foreign investment

To apply for a foreign investment license from the Ministry of Planning and Investment, Enterprises and investors need to perform the following steps: 

Step 1: Prepare the application for foreign investment certificate

Step 2: Submit application to the Ministry of Planning and Investment

GLA will, on behalf of the individual/organization, re-check the prepared documents for any deficiencies, then transfer all complete documents to the Ministry of Planning and Investment. 

Step 3: Appraisal of application for overseas investment certificate

The Ministry of Planning and Investment will review the licensed application. The processing time may take from 60 to 90 working days depending on the scale of the project and the type of investment. The larger the scale and the more it involves the authority of the Prime Minister or the decision of the National Assembly, the longer the application will take to be approved.

Step 4: Issuance of overseas investment certificate or refusal document

After the time of document appraisal, the Ministry of Planning and Investment will send the overseas investment certificate to the approved Individual/Company. 

In case of errors or any reason leading to the failure of the foreign investment license application procedure, the Ministry of Planning and Investment will send a written notice stating the reasons to the investing individual or enterprise.

Step 5: Open a corporate bank account

Opening a bank account, transferring investment money and some other notes for investors. After completing the procedures and receiving a certificate of permission to invest abroad from the Ministry of Planning and Investment, the next thing investors need to do is open an investment account with a legal credit institution according to the state's regulations on foreign investment law and must register with the State Bank of Vietnam according to the regulations of the law on foreign exchange management.

Note: Investors need to certify that the competent authority of the investment receiving country approves or grants a license. In cases where the law of the investment receiving country does not stipulate investment licensing or approval, investors must have documents proving the right to conduct investment activities in the investment receiving country. In addition to the form of investment in currency, investors can also transfer goods, machinery, and equipment abroad to serve the activities of surveying, researching, exploring the market and carrying out other investment preparation activities according to the regulations of the Government. In addition, the Government also stipulates a number of types of products and services that are encouraged and restricted or prohibited from investment.

Frequently asked questions when applying for a foreign investment certificate

Highlights

• Overseas investment certificate is an important requirement for government-designated projects, BCC contracts and other projects. 
• Overseas investment certificates will be issued to Enterprises by the Ministry of Planning and Investment. 
• GLA supports applying for overseas investment certificates and opening bank accounts for businesses to transfer investment money.