The project transfer procedure is considered as one of the complicated legal procedures for many investors. However, Hong Bang Law Firm,  with more than 10 years of experience in the field of investment consulting, has carried out hundreds of successful project transfers for foreign investors. We are confident that we are able to support our clients to carry out this procedure in the most effective way with extremely reasonable and optimal time and cost, with the aim to achieve the highest benefits. 

Therefore, Hong Bang Law Firm would like to share with you some essential information about the procedures of transferring investment projects.

Legal basis

• Investment Law 2020
• Decree 31/2021/ND-CP guidance on the Law on Investment

Requirements

Investment projects could be transferred if they meet all these conditions: 

• The investment project or the part of the investment project which is transferred has not been terminated
• The foreign investor receiving the investment project or part of the investment project must satisfy the conditions set out in Clause 2 Article 24 of Investment law 2020.
• The conditions set forth the law on land are complied with if the transfer of an investment project is associated with the transfer of the land use rights/assets on land;
• The conditions outlined in the laws on residential housing and real estate business have complied with in the case of transfer of a residential housing construction project or real estate project are complied with;
• The conditions outlined in the written approval for investment guidelines or the investment registration certificate or under other relevant regulations of law (if any) are complied with;
• Upon transfer of an investment project, in addition to compliance with this Article, the state-owned enterprise shall comply with the Law on Management and Use of State Capital Invested in Manufacturing and Business Activities of Enterprises before making any adjustment to the investment project.

Dossiers

• An application form for adjustment of the investment project;
• A report on the investment project’s progress by the time of project transfer;
• A contract or principal contract for the transfer of part or whole of the investment project;
• Copies of documents about the legal status of the transferor and transferee;
• A copy of the investment registration certificate; the decision on approval for investment guidelines; the decision on investor approval (if any);
• A copy of the BCC (for BCC investment projects);
• A copy of one of the following documents of the transferee: financial statements for the last 02 years or equity audit report of the investor, a commitment of the parent company to provide financial support or commitment of a financial institution to provide financial support, guarantee for the investor’s financial capability or a document describing the investor’s financial capability.

Procedures

STEP I: IMPLEMENTATION OF PROJECT TRANSFER PROCEDURE

Step 1.1: The applicant submits the project transfer dossier at the provincial-level appraisal agency where the project is located:

• For new urban area projects and housing projects, the focal point for appraisal at the provincial level is the Department of Construction
• For technical infrastructure projects of industrial parks, the focal agency for appraisal shall be prescribed by the President of the provincial People’s Committee;

Step 1.2: The provincial-level appraisal state management agency is responsible for appraising the project transfer dossier within 30 working days from the date of receipt of a complete dossier;

Step 1.3: After completing the appraisal, the appraisal agency shall submit it to the provincial-level People’s Committee for a decision to permit the project transfer according to its competence or submit it to the Prime Minister for consideration and decision.

STEP II: IMPLEMENTATION OF HANDLING PROCEDURES BETWEEN THE OLD INVESTOR AND THE NEW INVESTOR

Step 2.2: Before carrying out the handover procedures, the old investor must notify in writing all customers and notify the mass media 15 days in advance of the project transfer and the customers’ interests 

Step 2.1: Within 30 working days from the date of issuance of the decision to permit the project transfer from the competent authority, the new investor and the old investor must sign a project transfer contract and complete the project transfer. project handover.

The new investor is responsible for continuing to implement the project immediately after receiving the handover. The old investor hands over to the new investor all project documents, with a handover record enclosed with a list of documents.

 Services provided by Hong Bang Law Firm

Understanding language barriers and other difficulties of foreign clients, our lawyers and legal assistants at Hong Bang Law Firm can use English and other common languages fluently when advising clients about the policies, legal procedures, regulations  and  investment environment in Vietnam. Moreover, the team of lawyers and consultants of Hong Bang Law are equipped with highly specialized knowledge of policies, legal regulations and investment environment in Vietnam.

Hong Bang Law will accompany clients in the whole process of implementing transferring investment projects with consulting support services such as:

• Consulting on legal regulations on project transfer of enterprises;
• Consulting project transfer conditions, plans and transfer methods suitable to the actual needs of enterprises;
• Consulting, assessing the legal status, legal documents of the transferor and the transferee of the project;
• Consulting and evaluating legal issues that may arise in the process of transferring projects of enterprises;
• Consulting on project transfer associated with company transfer, capital transfer, share transfer;
• Consulting on tax issues in project transfer transactions;
• Consulting on forms of payment, arranging capital, connecting to support capital from credit institutions, banks in project transfer transactions;
• Consulting and guiding enterprises to complete dossiers in accordance with the law and comply with the reporting and information disclosure regime related to the implementation of project transfer or business purchase and sale;
• Consulting, negotiating on transactions related to project transfer, business transfer, drafting documents, project transfer contract, transfer, business purchase and sale, transfer of contributed capital, transfer share transfer;
• Providing internal legal advice to enterprises, building legal documents on the organization and operation of the enterprise;
• Representing the enterprise to carry out procedures for project transfer at a competent state agency.

If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!