Transfer of investment projects

I.  Subject implementing the procedure

Investors (individuals and organizations) transfer investment projects in one of the following cases:

1.  Investors having investment projects approved according to the regulation of selecting investors to implement projects;

2.  Investors having investment projects issued the Investment Registration Certificate.

II.  Conditions of project transfer

The investor is entitled to transfer the entire or a part of the investment project to another investor when the following conditions are satisfied:

1.  The project or a part of project which is transferred has not been terminated in the cases as prescribed in Clause 1 and Clause 2 of Article 48 of Law on Investment 2020;

2.  The foreign investor receiving the investment project or part of the investment project must satisfy the conditions as prescribed in Clause 2 Article 24 of Law on Investment 2020;

3.  The conditions according to the law on land are complied with if the transfer of an investment project is associated with transfer of the land use rights/assets on land;

4.  The conditions according to the law on residential housing and on real estate business in the case of transfer of a residential housing construction project or real estate project;

5.  The conditions as prescribed in the written approval for investment guidelines or the Investment Registration Certificate or according to other relevant law (if any)

6.  Once transferring an investment project, in addition to compliance with Law on Investment 2020, the state-owned enterprise shall comply with the Law on Management and Use of State Capital Invested in Manufacturing and Business Activities of Enterprises before making any adjustment to the investment project.

III.  Records for the procedure

1.  An application form for adjustment of the investment project;

2.  A report on the investment project’s progress by the time of project transfer;

3.  A contract or principal contract for transfer of part or whole of the investment project;

4.  Copies of documents about the legal status of the transferor and transferee;

5.  A copy of the Investment Registration Certificate; a decision on approval for investment guidelines; the decision on investor approval (if any);

6.  A copy of the BCC (for BCC investment projects);

7.  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, 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.

IV.  Legal basis

1.  Law on Investment No. 61/2020/QH14 on 17 June 2020;

2.  Decree No. 31/2021/ND-CP on 26 March 2021 detailing and guiding the implementation of a number of articles of the Investment Law;

3.  Circular No. 03/2021/ND-CP on 09 April 2021 prescribing templates for documents and reports related to investment activities in Vietnam, outward investment activities and investment promotion activities.