Vietnam investment registration certificate explained

Vietnam investment registration certificate is the paper that records a specific investment project, and many foreign investors need one before they can set up a company. The Law on Investment, No. 67/2014/QH13, in force since 1 July 2015, keeps this document at the center of the entry process. This guide explains it in plain terms.

What the certificate is

The certificate is issued for an investment project, not for a company. It names the investor, the project, the location, the goal, the capital and the length of operation. Think of it as the state's record that your project is allowed to go ahead.

It is also called the investment certificate in many older texts. In Vietnamese the document is the Giay chung nhan dang ky dau tu. The 2014 law uses the longer English name, and it replaced the earlier Law on Investment, No. 59/2005/QH11, which governed the same area before 1 July 2015.

Source: Law on Investment, Law No. 67/2014/QH13, passed by the National Assembly on 26 November 2014, in force from 1 July 2015.

Who needs one

The rule turns on who the investor is and what the project is. Foreign investors who want to set up an economic organisation in Vietnam, such as a limited liability company, generally need the certificate first. The law treats foreign investors as a separate group, with its own entry steps.

Whether a domestic project needs one depends on the type of project. Read the investment procedures chapter of the law, or ask the licensing authority, before you assume either way.

Projects that are not allowed at all, or that need extra licences, follow their own rules. Check the list of restricted business lines before you plan. If your line of business is conditional, you may need approval from a ministry as well as the certificate itself.

Source: Law on Investment, Law No. 67/2014/QH13, the chapters on investment procedures and on foreign investors.

How it differs from the business registration certificate

People often mix up the two papers. They do different jobs.

• The investment registration certificate covers the project. It says what you will invest in and how much.
• The enterprise registration certificate covers the company. It gives the company its legal existence, name and legal form.

For a foreign-invested company, the usual order is simple. You get the investment certificate first. Then you register the company. The Law on Enterprises, No. 68/2014/QH13, passed at the same time as the investment law and also in force since 1 July 2015, sets the company side of the process.

Source: Law on Investment, Law No. 67/2014/QH13, and Law on Enterprises, Law No. 68/2014/QH13.

What you usually need to apply

Each case is a little different, but the file normally has the same core parts. Expect to prepare these items:

• An application form that describes the project.
• Proof of your legal status, such as a passport for a person or a registration document for a company.
• A project proposal covering the goal, scale, capital, location and timeline.
• Proof of your financial ability to carry out the project.
• Proof of the right to use the site, or an agreement to lease it.

Foreign documents are usually translated into Vietnamese and legalised. Start this step early, because a missing stamp or a wrong translation can hold up the file.

Source: Law on Investment, Law No. 67/2014/QH13, and its implementing decree, Decree No. 118/2015/ND-CP, dated 12 November 2015, in force from 27 December 2015, to guide the law.

Practical tips for applicants

The law has applied since 1 July 2015, and the implementing decree explains the detailed steps. Read both together, because the law sets the rule and the decree sets the paperwork.

Talk to the licensing authority early. In most cases this is the provincial Department of Planning and Investment, or the management board of an industrial or export zone. Ask which forms and how many copies they expect, since local practice can vary.

Keep your plan realistic. The certificate lists your capital and your goals, so changes later may mean an adjustment procedure. A clear, modest plan is easier to approve and easier to follow.

Finally, get your timeline in order. Allow time for the project step, then the company step, then tax and bank steps. Rushing the first step usually slows the rest.

Source: Law on Investment, Law No. 67/2014/QH13, and Decree No. 118/2015/ND-CP.

Sources

• Law on Investment, Law No. 67/2014/QH13 (National Assembly of Vietnam, 2014).
• Law on Enterprises, Law No. 68/2014/QH13 (National Assembly of Vietnam, 2014).
• Decree No. 118/2015/ND-CP, guiding the Law on Investment (Government of Vietnam, 2015).

This is general information, not legal advice.