The BCC contract is signed between domestic investors and foreign investors or between foreign investors, which requires the procedure for issuance of an Investment Registration Certificate (“IRC”) in accordance with investment laws. In this article, TNTP will present the procedures for issuing IRC for investment projects that do not require investment approval.
1. Authority to issue Investment Registration Certificate
Based on Article 39 of the 2020 Investment Law, the competent authority to receive IRC application files for investment projects includes:
(i) Management Board of industrial zones, export processing zones, hi-tech zones, economic zones for investment projects within industrial zones, export processing zones, hi-tech zones, and economic zones, except as specified in (iii) below.
(ii) Department of Planning and Investment issues IRC for investment projects outside industrial, export processing, hi-tech, and economic zones, except as specified in (iii) below.
(iii) The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue IRC with respect to the following investment projects:
– Investment projects that are executed in at least 02 provinces;
– Investment projects that are executed both inside and outside industrial zones, export processing zones, hi-tech zones and economic zones;
– Investment projects which are executed inside industrial zones, export processing zones, hi-tech zones or economic zones where the industrial zones, export processing zones, hi-tech zones or economic zones management boards have not yet been established or which are not under the management of the industrial zones, export processing zones, hi-tech zones or economic zones management boards.
The authority that receives investment project dossiers is the one that has the power to issue IRCs, except for projects that require investment approval from the National Assembly or the Prime Minister under the provisions of Articles 34 and 35 of the 2020 Investment Law.
2. IRC Application file for Investment under Business Cooperation Contract (BCC)
Based on Articles 27, 33, and 38 of the 2020 Investment Law and Article 36 of Decree 31/2021/ND-CP, the IRC application file for investment projects that do not require investment approval includes:
– An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
– A document about the investor’s legal status, such as Establishment decision, Business registration certificate or equivalent legal documents of the investor;
– Document(s) proving the financial capacity of the investor including at least one of the following documents: (i) the investor’s financial statements for the last two years; (ii) commitment of a parent company to provide financial support; (iii) commitment of a financial institution to provide financial support; (iv) guarantee for the investor’s financial capacity; (v) other document proving the investor’s financial capacity;
– Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labour, proposal for investment incentives, impact and socio-economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection;
If the law on construction requires the formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.
– If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;
– Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;
– Business Cooperation Contract;
– Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).
3. Procedures for issuance of the investment registration certificate
• The investment registration authority issues IRC for investment projects that do not require investment approval within 15 days from the date of receiving the IRC application from the investor.
• The investor is granted IRC if it meets the following conditions:
– The investment project does not involve any banned business line;
– There is a location for the execution of the investment project;
– The investment project is in line with national planning, regional planning, provincial planning, urban planning, and planning of special administrative-economic units (if any);
– The investment project meets the investment rate conditions on land area, number of employees (if any);
– Market access conditions applied to foreign investors are satisfied.
These are the contents of the article “Procedure for Issuance of Investment Registration Certificate for Investment under BCC Contracts” provided by TNTP. If you have any questions or need further assistance, please contact TNTP for the best support.
Sincerely,
