During the implementation of an investment project, the project investor is completely entitled to transfer part or the whole of his investment project to another investor. When transferring an investment project, the transferring investor needs to carry out procedures for changing investors with the competent state agency in charge of the investment. Hong Bang Law Firm would like to introduce to investors the procedures for transferring of investment projects subject to the investment policy decision of the Prime Minister under the law as follows:

Legal basis

• Investment Law 2020
• Decree 31/2021/ND-CP guidance on the Law on Investment
• Circular 03/2021/TT-BKHDT on investment forms.

Requirements

Not all investment projects are transferable to other investors. The investment law stipulates the conditions for an investment project, only when these conditions are satisfied, the investment project can be transferred. Conditions include:

• Not falling into one of the cases of being terminated under the provisions of Clause 1, Article 48 of the Investment Law 2014;
• Satisfy the investment conditions applicable to foreign investors in case the foreign investor receives the transfer of a project in a conditional investment industry or trade applicable to the foreign investor;
• Comply with the conditions prescribed by the law on land and the law on real estate business in case the transfer of a project is associated with the transfer of land use rights;
• Conditions specified in the Investment Registration Certificate or other relevant laws (if any)

Procedures for transferring investment projects

Step 1: Apply for transfer of investment project

An investor transferring an investment project shall submit a set of documents to the Investment Registration Authority. An investment project transfer dossier includes the following documents:

• 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.

Step 2: Receive and check the application

The investment registration agency receives and examines the application. If the application is complete and valid, it shall receive the application and issue a receipt to the investor; if the components of the dossier are incomplete, the receiving specialist/guide will explain to the investor to supplement and complete the dossier.

Step 3: Appraise and approve the application

Within 03 working days from the day on which the valid application is received, the Department of Planning and Investment shall send the dossier to the competent state agency for opinions on the conditions for transferring the investment project.

Within 10 working days from the date of receipt of the request of the Department of Planning and Investment, the agencies that are sent the dossiers shall have opinions on the transfer conditions under their management.

Within 25 days from the date of receiving the valid dossier as prescribed, the Department of Planning and Investment shall submit it to the City People’s Committee for consideration and comments to the Ministry of Planning and Investment.

Within 10 working days from the date of receipt of opinions from the City People’s Committee, the Ministry of Planning and Investment shall prepare an appraisal report on the conditions for transferring investment projects.

Within 07 working days after receiving the appraisal report from the Ministry of Planning and Investment, the Prime Minister shall consider and decide to adjust the investment policy. The written decision on the adjustment of investment policy shall be sent to the Ministry of Planning and Investment, the City People’s Committee, and the Investment Registration Authority;

Within 05 working days from the date of receipt of the decision on the adjustment of investment policies, the Department of Planning and Investment shall amend the Investment Registration Certificate for the investor receiving the transfer of the investment project.

Step 4: Receive administrative settlement results

The investor shall base on the appointment date on the application receipt to receive the settlement result at the investment registration agency that has applied.

Agency carrying out administrative procedures

• Authority to decide: Prime Minister.
• The agency directly carries out administrative procedures: Department of Planning and Investment.

Results of administrative procedures: Document on adjustment of investment policy decision of the Prime Minister.

The time limit for settlement: Within 40 working days from the date of receipt of complete and valid dossiers.

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

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