PROCEDURE FOR EXTENDING THE INVESTMENT REGISTRATION CERTIFICATE (REPUTABLE LAW FIRM IN  HO CHI MINH CITY, VIETNAM)

PROCEDURE FOR EXTENDING THE INVESTMENT REGISTRATION CERTIFICATE

(REPUTABLE LAW FIRM IN  HO CHI MINH CITY, VIETNAM)

During the investment process in Vietnam, extending the Investment Registration Certificate (IRC) is an important procedure that investors need to carry out when the investment project lasts longer than initially planned. The extension not only allows the project to continue operating legally but also ensures compliance with Vietnamese laws.

However, this procedure requires a deep understanding of legal regulations and thorough preparation of documents to avoid unexpected hindrances that could affect the progress, quality, and profitability of the investment project.

In this article, HT Legal VN Law Firm will provide our clients with detailed guidelines on the process, requirements, and important notes when carrying out the procedure to extend the Investment Registration Certificate, helping investors understand and complete the procedure most effectively.

I – Legal Basis

- Investment Law 2020;

- Decree 31/2021/ND-CP detailing and guiding the implementation of several articles of the Investment Law.

II – Concept

1.     Cases requiring an extension of the Investment Registration Certificate

- Project not completed within the stipulated time: When the investment project cannot be completed according to the registered schedule and the time specified in the Investment Registration Certificate, the investor needs to carry out the extension procedure to prolong the project implementation time.

- The project operation period is about to expire: If the project operation period (usually stated in the Investment Registration Certificate) is about to expire and the investor wants to continue the project, they need to apply for an extension before the expiration to avoid interruption of investment activities.

- Adjusting content related to project time: According to Article 41 of the Investment Law 2020, if the investor needs to adjust the content related to the project implementation time (such as extending the completion time, or extending the operation period), they must submit a dossier requesting adjustment of the Investment Registration Certificate to the investment registration authority.

- Extension due to objective factors: In cases where the investment project is affected by objective factors such as natural disasters, epidemics, wars, or other force majeure circumstances, the investor can submit an extension dossier to adjust the project implementation time according to the provisions of Article 47 of Decree 31/2021/ND-CP.

2.    Conditions for extending the Investment Registration Certificate To be approved by the authorized state agency. For extending the Investment Registration Certificate, investors in need must meet the following conditions:

- The investor has fully and correctly implemented the registered contents on the initial Investment Registration Certificate.

- The investor proactively submits the extension application before the certificate expires; sometimes, late submission must have a legitimate reason.

- Present and provide documents proving the project’s suitability for continued operation. The investment project must be in line with the planning of the region, province, urban area, administrative unit, national level, and the objectives and development orientation of the rural and urban areas, etc.

- The extension dossier of the Investment Registration Certificate must be complete according to the current regulations of the competent state agency.

- The investor has fulfilled all financial, tax, and other obligations related to the investment. Meet the conditions for land allocation and lease according to the law.

- Have an approved and feasible business production plan or land use plan.

- Have sufficient capital or necessary financial means to implement the business production plan or land use plan.

- Not violate laws on investment, environmental protection, land, labor safety, and other regulations of Vietnamese law.

- Suitable with national, regional, provincial, urban planning, and special administrative-economic unit planning (if any); suitable with the objectives and development orientation of urban areas, housing development programs, and plans (for housing and urban area construction investment projects).

- Meeting the conditions for land allocation and lease according to the provisions of the land law (for cases requesting an extension of land use);

- The project does not fall into the following cases:

Investment projects using outdated technology, posing a risk of environmental pollution, or resource depletion;

Investment projects where the investor must transfer assets to the State of Vietnam or a Vietnamese party without compensation.

3.      Procedure for extending the Investment Registration Certificate

Step 1: Apply to prepare the application dossier including:

- A written request for an extension of the project operation period according to form A.I.14;

- Decision on investment policy approval;

- Investment Registration Certificate;

- Decision on investor approval or equivalent legal document;

- Land use right certificate or equivalent legal document;

- Documents proving the investor’s financial capacity, including one of the following:

The investor’s financial statements for the last 2 years.

Financial support commitment from the parent company.

Financial support commitment from a financial institution.

Financial capacity guarantee of the investor.

Other documents prove the investor’s financial capacity.

For investment projects that have been approved for investment policy, the investor submits 4 sets of dossiers to the Ministry of Planning and Investment or the investment registration authority corresponding to the authority approving the investment policy of the project.

For investment projects that have been granted an Investment Registration Certificate and do not fall under the category of investment policy approval, the investor submits 4 sets of dossiers including all the above documents to the investment registration authority.

For investment projects using land, at least 6 months before the project operation period expires, the investor prepares a dossier including all the above documents and submits it to the competent authority.

The investor can check the information of the authority that issued the Investment Certificate at the top left corner of the first page or the seal on the last page of the Investment Certificate.

Step 2:

Within 3 working days from the date of receipt of a valid dossier as prescribed at point a of this clause, the Ministry of Planning and Investment, the investment registration authority sends the dossier to the land management agency and relevant agencies to seek opinions on meeting the conditions specified in Clause 4, Article 44 of the Investment Law 2020 and Clause 4, Article 27 of Decree 31/2021/ND-CP.

Step 3:

Within 10 days from the date of receipt of a valid dossier, the consulted agency gives opinions on meeting the conditions specified in Clause 4, Article 44 of the Investment Law 2020 and Clause 4, Article 27 of Decree 31/2021/ND-CP.

Step 4:

Within 15 days from the date of receipt of a valid dossier, the Ministry of Planning and Investment, the investment registration authority considers the conditions for extending the project operation period specified in Clause 4, Article 44 of the Investment Law 2020 and Clause 4, Article 27 of Decree 31/2021/ND-CP to prepare an appraisal report for submission to the investment policy approval authority.

Step 5:

Within 3 working days from the date of receipt of the report from the Ministry of Planning and Investment, the investment registration authority, and the investment policy approval authority decide on the extension of the project operation period.

Thus, based on the above regulations, the time for extending the Investment Registration Certificate is from 15-31 working days from the date the competent authority receives a complete and valid dossier.

4.   Some notes and advice from HT Legal VN Lawyers:

Legal regulations on foreign investment in Vietnam, particularly the procedure for extending the Investment Registration Certificate, can be challenging and complex due to the following factors:

- Complex legal regulations: Foreign investment regulations are inherently complex and may change to align with investment attraction policies. Additionally, investment laws stipulate various conditions and requirements depending on the investor, scale, form, location of investment, and other specific factors of the investment project.

- Detailed dossier requirements: The extension dossier must include comprehensive documents such as project implementation reports, relevant decisions from competent authorities, detailed explanations, and other related documents. It is essential to understand and provide accurate and complete documents to avoid wasting time and costs.

- Extended processing time: In practice, due to various reasons, the processing and approval of dossiers can take a long time, especially if there are errors or omissions in the dossier.

- High professional requirements: Understanding and correctly applying legal regulations require extensive professional knowledge and practical experience in the field of foreign investment law.

- High incidental costs: Self-handling legal investment procedures can lead to misunderstandings or incorrect interpretations of legal regulations, resulting in incomplete or incorrect dossiers, repeated submissions, and additional costs. Moreover, if the person handling the project lacks expertise, it can lead to incorrect project implementation or extension, affecting project progress and incurring penalty costs, remediation costs, and other incidental expenses.

Therefore, consulting professional investment lawyers is crucial to ensure accuracy and speed in the procedure, cost savings, and high efficiency. HT Legal VN Law Firm is a reputable law firm specializing in foreign investment legal consultancy. Our strengths include:

- Expertise and experience: HT Legal VN’s team of experienced lawyers and experts have extensive knowledge of investment laws and legal regulations in Vietnam.

- Time and effort savings: Our professional investment consultancy services help clients save time, effort, and human resources, and optimize costs.

- Comprehensive consultancy: HT Legal VN provides comprehensive consultancy services from dossier review, pre-feasibility advice, and dossier preparation to submission and completion of procedures, ensuring a smooth and efficient legal process.

- Reputation and reliability: With its long-standing reputation and experience, HT Legal VN is a trusted partner for many domestic and foreign businesses and investors.

The above is a share from HT Legal VN Law Firm regarding the procedure for extending the Investment Registration Certificate and our strengths in foreign investment legal consultancy. HT Legal VN always aims for sustainable benefits for clients and commits to accompanying clients in all activities to ensure legal stability and success.

We are pleased to welcome you at the following addresses:

Lawyer Nguyen Thanh Trung or HT LEGAL VN LAW FIRM
Office 1: 37/12 Alley 602 Dien Bien Phu, Ward 22, Binh Thanh District, Ho Chi Minh City (Next to Ward 22 People's Committee)
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