Under the
current Law on Investment, investors are entitled to transfer part or all
of the project to another investor when satisfied the specific conditions and
conducting to procedure of project adjustment under the regulation of law.
The conditions of
project transfer
-The project is not terminated
in the cases as prescribed in Clause 1 Article 48 of Law on investment;
-Investment conditions
applied to foreign investors are satisfied in case the foreign investor
receives a project of investment in conditional business lines;
-Regulations of law on
law, real estate trading is complied with if the project transfer is associated
with transfer of land;
-Conditions in the
Certificate of investment registration or relevant regulations of law are
complied with.
Preparation of dossier
-A written request for
permission for project adjustments;
-A report on the
project’s progress up to the time of transfer;
-The project transfer
contractor another document with equivalent legal value;
-Copies of the ID card
or passport (if the investor is an individual) or Certificate of Enterprise
Registration or another document with equivalent legal value (if the investor
is an organization);
-Copies of the Investment Registration Certificate or decision on
investment guidelines (if any);
-Copies of the BCC
contract (for BCC projects);
-Copies of one of the
following documents of the transferee: financial statements of the last 02
years; commitment to provide financial support by the parent company,
commitment to provide financial support by a financial institution, the
guarantee of transferee’s financial capacity, documents describing the
transferee’s financial capacity;
Order and procedure
-Investors submit the
dossier at Department of Planning and Investment (or Management of Economic
Zone or High-tech Zone);
-Within a period of 10
working days from the date of receipt the complete and valid dossier for an
investment project operating under an investment license and not subject to
decision of investment policy (or 28 working days from the date of receipt the
complete and valid dossier for an investment project which is subject to
investment decision of the provincial People’s Committee; 47 working days from
the date of receipt the complete and valid dossier for the investment project
subject to the decision of the Prime Minister), the competent authorities
consider and decide to adjust the investment registration certificate to the
investor transferring the project.
Before transferring an
investment project, investors need to evaluate the legal situation, apart from
the financial, personnel, and other key issues of the project, which are
subject of the transfer. Therefore, to ensure effective transfer, investors
often engage law firms with highly qualified lawyers
in Vietnam to conduct M&A legal due
diligence related to the legal documentation of the owner, capital
contribution of the shareholder or member, tangible assets (land use rights,
plant and machinery, equipment, etc.) and invisible assets (including industrial property rights),
licenses, contracts or transactions of great value, taxes and other legal risks
such as litigation or disputes which could significantly impact the project..
The transfer of an
investment project is an administrative procedure with a state agencies that is
only smooth when the parties reached agreements. In fact, the transfer of the
investment project’s timeline depends on the appraisal and evaluation process
of the parties involved in the project.