• In case the investor already has land under his or her land use rights, what should the investor prepare to invest in the project in Da Nang?

- Step 1: In case of necessity, the Investor who proposes investment needs to send a written proposal to the Investment Promotion Agency.

- Step 2: Supplement the annual district land use plan (if any).

- Step 3: Implement procedures for changing the land use purpose (if any).

- Step 4: In case the project is subject to investment policy approval under the Investment Law 2020, the Investor submits an application for investment policy approval and investor approval simultaneously according to clauses 3 and 4 of Article 29 under the Investment Law 2020.

- Step 5: Implement other relevant procedures upon investor approval (planning, implementing additional financial obligations (if any), preparing environmental impact assessment documents, applying for construction permits, fire prevention, and fighting...)

• In case the investor does not have land under his or her land use rights, what should the investor prepare to invest in the project in Da Nang?

Step 1: Propose investment needs

       The Investor shall send a Written Document to the Investment Promotion Agency specifying investment needs and location for the City’s consideration.

Step 2: Determine the investment location/ Introduce the location for the implementation of the investment project

  Based on the working results with the Investor, the Investment Promotion Agency guides the Investor in completing the preliminary project proposal and sending it to the Investment Promotion Agency.

+ Regarding projects already on the list of land funds auctioning the land use right and the list of projects using land, the Investment Promotion Agency guides the Investor to work with the Land Fund Development Center for guidance on participating in the land use right auction or the Department of Planning and Investment for guidance on participating in the action bidding for projects using land according to regulations.

+ Regarding projects not on the list of land funds for auctioning land use rights and the list of projects using land, the Investment Promotion Agency provides interested Investors with locations suitable to the project development planning upon opinion collection of related units. On this basis, the Investors shall conduct a survey to consider and study the project investment proposal with the support of the Investment Promotion Agency.

Step 3: Implement procedures for selecting Investors

In agreement with the recommended location, based on the advice of the Investment Promotion Agency, the City People's Committee assigns specialized agencies/People's Committees of districts (or Project Management Boards) to establish relevant procedures to organize the investor selection under one of the following two forms:

+ Auctioning land use rights according to the land law

+ Bidding for investor selection according to the law on bidding (including bidding for projects using land, bidding according to specialized laws, bidding under the law on socialization, etc.)..)

- Step 4: Carry out other relevant procedures upon investor approval (signing land use bidding project contracts, clearing compensation after bidding post-bidding compensation clearance, planning, preparing environmental impact assessment documents, applying for construction permits, fire prevention and fighting...).

• What are the forms of investment in Vietnam?

According to Article 21 of the Investment Law 2020, investment forms include:

- Investment for the establishment of an economic organization.

- Investment in the form of capital contribution, purchase of shares, or purchase of a capital contribution portion.

- Implementation of an investment project.

- Investment on the basis of a BCC contract.

- New investment forms and forms of economic organizations as stipulated by the Government.

Therefore, foreign investors can invest in Vietnam by choosing the abovementioned forms.

• What are the investment conditions for foreign investors?

According to Article 9 of the Investment Law 2020, the conditions for foreign investors are:

- Ratio of ownership of charter capital of foreign investors in economic organizations;

- Forms of investment;

- Scope of investment operation;

- Capacity of investors and other parties participating in the investment activity;

- Other conditions as prescribed by international treaties and Vietnamese law.

Investment conditions are applicable to foreign investors in the following cases: (i) Investment in establishing economic organizations; (ii) Investment in the form of capital contribution, purchase of shares, or capital contribution in economic organizations; (iii) Investment in the form of business cooperation contracts; (iv) Receive transfer of investment projects or other cases of receiving investment projects; (v) Amending and supplementing investment and business lines of foreign-invested economic organizations.

Foreign investors carrying out investment activities in different sectors and sub-sectors must satisfy all investment conditions for such sectors and sub-sectors.

• In case of implementing an investment project falling in a conditional business line, can the procedure for granting an enterprise registration certificate (ERC)be carried out simultaneously with the procedure for granting an Investment Registration Certificate (IRC)?

The application for a business license requires an Investment Registration Certificate. Therefore, enterprises must implement procedures to apply for an IRC before carrying out procedures to apply for a business license.

• Which business lines are restricted to market access for foreign investors as prescribed by law?

Business lines with prohibited and restricted market access for foreign investors are specified in Section A, Appendix I of Decree 31/2021/ND-CP. Please visit the Investment Information Portal for further information.

Conditional business lines for foreign investors are specified in Section B, Appendix I of Decree 31/2021/ND-CP. Please visit the National Investment Information Portal for more information.

•  How are investment procedures in the form of capital contribution, share purchase, and capital contribution purchase implemented?

According to Article 26 under the Investment Law 2020, an Investor contributing capital or purchasing shares or purchasing a capital contribution portion in an economic organization must satisfy the conditions and conduct procedures for change of members and/or shareholders in accordance with the regulations corresponding to each type of economic organization.

To carry out investment procedures in the form of capital contribution, share purchase, and capital contribution purchase, according to the provisions of Article 66 of Decree 31/2021/ND-CP guiding the Investment Law:

- Except for the cases specified in Clause 2 Article 26 of the Investment Law 2020, a business organization in which foreign investors invest in the form of capital contribution, purchase of shares, or capital contribution shall follow procedures for registration of a change in members and shareholders at the Business Registration Office of Da Nang City.

- The business organization in which foreign investors invest capital, purchase shares, and capital contributions in the cases specified in Clause 2 Article 26 of the Investment Law 2020 shall comply with the provisions of Clauses 2, 3, 4, 5 Article 66 of Decree 31/2021/ND-CP.

+ Application shall comply with regulations in Clause 2 Article 66 of Decree 31/2021/ND-CP.

+ Competent agency: Danang Department of Planning and Investment.

+ Processing time: 15 days from the date of receipt of valid application.

+ Result: An announcement from the Department of Planning and Investment.

• Do investments in the form of capital contributions or share purchases in economic organizations require procedures for issuing an Investment Registration Certificate (IRC)?

According to points a and c, clause 2, Article 37 of the Decree 31/2021/ND-CP, investment projects of domestic investors and investments in the form of capital contribution, share purchase, or capital contribution in economic organizations fall into cases in which the procedure for granting an Investment Registration Certificate is not required.

• What are the procedures for issuing an Investment Registration Certificate (IRC) for investment projects not subject to investment policy approval?

Procedures for granting and adjusting IRC for investment projects not subject to investment policy approval are specified in Article 36 of Decree 31/2021/ND-CP as follows:

Step 1: The Investor uploads a soft copy of 01 set of applications for an IRC, including the contents specified in Clause 1 Article 33 of the Investment Law 2020, to the National Foreign Investment Information System to get the application code.

Step 2: After having the application code, the investor submits a hard copy (original) of that 01 set of applications at the One-Stop Shop - Department of Da Nang Department of Planning and Investment (Da Nang City Administrative Center, 24 Tran Phu Street, Thach Thang Ward, Hai Chau District, Da Nang City).

Note: In case the investment project is implemented in 02 or more provincial administrative units, the Investor submits the application to the Department of Planning and Investment of one of such provinces in which the investor will implement the project or where it has established or proposes to establish its operating office to apply for an IRC for the project.

Step 3: Within 15 days from the date of receiving the valid application, when the project satisfies the conditions in clause 2 Article 38 of the Investment Law 2020, Da Nang Department of Planning and Investment issues the IRC for investors.

Please visit the National Public Service Portal websites and the National Information System on Foreign Investment for further details.  

• What are the procedures for amending the Investment Registration Certificate?

- Application for amending the Investment Registration Certificate shall comply with clause 2, Article 47 of Decree 31/2021/ND-CP and Circular No. 03/2021/TT-BKHDT.

- Implementation time: 10 working days from the date of receipt of valid application.

- Implementation: Before submitting paper dossiers at the One-Stop of Da Nang Department of Planning and Investment (Da Nang City Administrative Center, 24 Tran Phu Street, Thach Thang Ward, Hai Chau District, Da Nang City, investors shall declare online at the website http://fdi.gov.vn.

- Cases of amending the Investment Registration Certificate:

+ Amending the project objective: Pursuant to clause 2, Article 47 of Decree 31/2021/ND-CP and Circular No. 03/2021/TT-BKHDT.

+ Amending the project implementation location: Pursuant to clause 2, Article 47 of Decree 31/2021/ND-CP and Circular No. 03/2021/TT-BKHDT.

+ Amending the total investment capital: Pursuant to clause 2, Article 47 of Decree 31/2021/ND-CP and Circular No. 03/2021/TT-BKHDT.

+ Amending the project operation duration: Pursuant to clause 2, Article 47 of Decree 31/2021/ND-CP and Circular No. 03/2021/TT-BKHDT.

Note:

+ Attached to the application for amendment, the enterprise submits a report on the implementation status of the investment project from the implementation time up to the time of application for an IRC.+ The project objective registered for amendment is not on the list of banned business lines as prescribed in the Investment Law 2020 and is not on the list of restricted business lines for foreign investors specified in Appendix I of Decree 31/2021/ND-CP.

+ The house/office rental contract to implement the project must contain the following information: The rental address must specify the rental location (floor number, room number...); Rental purpose; Leased area; Rental period.

+ Amendments to the project's operating time are only allowed when the project still has operating time.

• Which agency has the authority to receive, issue, amend, and revoke the Investment Registration Certificates (IRC)?

- Projects fall under the authority to issue, amend, and revoke the Investment Registration Certificate of the Department of Planning and Investment of Da Nang City.

According to clause 2, Article 39 of the Investment Law 2020 and clause 2, Article 34 of Decree 31/2021/ND-CP, investors implementing investment projects, locating or planning to locate executive offices to implement investment projects in Da Nang city, the Department of Planning and Investment of Da Nang city will issue, amend, and revoke Investment Registration Certificates for the following investment projects:

+ Investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones;

+ Investment projects in two or more provincial-level administrative units;

+ Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech parks, and economic zones;

- Investment projects in industrial parks, export processing zones, high-tech zones, and economic zones for which the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones have not yet been established or are not within the administrative scope of such management board.

- Projects fall under the authority to issue, amend and revoke the IRC of the Management Board of Da Nang Hi-tech Park and Industrial parks

According to clause 3, Article 34 of Decree 31/2021/ND-CP, Da Nang Hi-tech Park and Industrial Parks Authority issues, amends, and revokes IRC for investment projects following:

+ Investment projects on construction and commercial operation of infrastructure of industrial zone, export processing zone, high-tech zone, or functional zone of an economic zone.

+ Investment projects to be implemented in industrial, export processing, high-tech, or economic zones.

     Note: For investment projects that simultaneously fall under the authority of 02 or more Provincial People's Committees to provide the investment policy approval in Clause 3, Article 31 of the Investment Law 2020, The Prime Minister shall appoint an investment registration agency of a province or city under central authority to issue an IRC for the entire project (Clause 6, Article 35 of the Investment Law 2020).

- Competent agency receives investment project applications

According to Clause 4, Article 39 of the Investment Law 2020, the agency receiving investment project application is the agency authorized to issue the Investment Registration Certificate, which is the Da Nang Department of Planning and Investment or the Authority of Da Nang Hi-Tech Park and Industrial Parks, depending on the project, except for the cases specified in Article 34 and Article 35 of the Investment Law 2020, where applications are sent to the Ministry of Planning and Investment.

• Which reports do economic organizations implementing investment projects need to submit to the state administrative agency for investment?

- Online reporting: Pursuant to point a, clause 2 Article 72 of the Investment Law 2020 stipulating the reporting regime for investment activities in Vietnam, quarterly and annually, investors and economic organizations implementing investment projects report to the investment registration agency and statistical agency in the area on the status of investment project implementation, and reports conducted on the national foreign investment information portal, website: https// fdi.gov.vn.

- Report on supervision and assessment of the project: Pursuant to clause 8, Article 100 of Decree No. 29/2021/ND-CP on procedures for appraisal of projects of national significance and supervision and assessment of investment, Investors in projects using other capital sources prepare and send the following types of reports to the investment registration agency and the brokerage agency performing investment supervision of the locality where the project is implemented: Periodic monitoring and evaluation reports: every 06 months and the whole year; Monitoring and evaluation reports before adjusting the project; Final assessment report (if any).

+ Report submission time: 6-month report: to be sent before July 10 of the reporting year; Annual report: to be sent before February 10 of the following year.

+ Report receiving agency: Da Nang Department of Planning and Investment.