Foreign investors can cooperate with domestic investors to invest into Vietnam in the form of BCC and be granted an Investment Registration Certificate

Legal grounds:

• Law on Investment in 2020.

Foreign investors can invest into Vietnam by signing a BCC contract with a domestic investor or with another foreign investor and establishing a coordination committee to perform the BCC contract in Vietnam.

1. Investment form BCC

Pursuant to Clause 2, Article 27 of the Law on Investment in 2020, foreign investors investing under BCC contracts must carry out procedures for issuance of an Investment Registration Certificate.

Procedures for granting an investment registration certificate are specified in Article 38 of the Law on Investment in 2020 Specifically as follows:

For investment projects subject to approval of investment policies: The investment registration authority shall issue the Investment Registration Certificate within the following time limit:

• 05 working days from the date of receipt of the written approval of the investment policy concurrently with the investor’s approval for the investment project subject to the issuance of the Investment Registration Certificate;
• 15 days from the date of receiving the investor’s request for an Investment Registration Certificate, for an investment project that does not fall into the above case.

For investment project that is not subject to approval of investment policies: The investor shall be granted an Investment Registration Certificate if it meets the following conditions:

• Investment projects not in sectors or trades banned;
• Having a location for the implementation of the investment project;
• Investment projects in accordance with the planning specified at Point a, Clause 3, Article 33 of the Law on Investment in 2020;
• Satisfy the conditions on investment rate per land area, number of employees (if any);
• Meeting market access conditions for foreign investors.

Foreign investors in the form of BCC may set up an executive office in Vietnam to perform the contract. Specifically, based on Clauses 1 and 2, Article 49 of the Law on Investment 2020.

The executive office of the foreign investor in the BCC contract has a seal; able to open bank accounts, recruit employees, sign contracts and conduct business activities within the scope of rights and obligations specified in the BCC contract and the Certificate of registration for the establishment of an executive office.

2. Procedures for setting up an executive office in Vietnam

Pursuant to Clauses 3, 4, 5, Article 49 of the Law on Investment in 2020, the procedures for establishing an executive office in Vietnam by a foreign investor to perform a BCC contract are as follows:

Step 1: The foreign investor submits an application for registration of the establishment of an executive office at the investment registration agency where the executive office is expected to be located. Records include:

• The written registration for the establishment of an executive office includes: the name and address of the representative office in Vietnam (if any) of the foreign investor in the BCC contract; name and address of the executive office; contents, duration and scope of operation of the executive office; full name, place of residence, number of the people’s identity card, citizen identification card or passport of the head of the executive office;
• The decision of the foreign investor in the BCC contract on the establishment of an executive office;
• A copy of the decision to appoint the head of the executive office;
• Copy of BCC contract.

Step 2: Within 15 days from the date of receipt of the foreign investor’s application, the investment registration authority shall issue the operation registration certificate of the executive office.

3. Procedures for terminating operation of executive office in Vietnam

The foreign investor terminates the operation of the executive office to perform the BCC contract according to the procedures in Article 50 of the Law on Investment in 2020 as follows:

Step 1: Within 07 working days from the date of issuance of the decision to terminate the operation of the executive office, the foreign investor shall send a notification dossier to the investment registration agency where the executive office is located. Records include:

• To decide to terminate the operation of the executive office in case the executive office terminates its operation ahead of time;
• List of creditors and the amount of debt paid;
• List of employees, rights and interests of employees have been settled;
• Tax authority’s certification that tax obligations have been fulfilled;
• Certification of the social insurance agency that the social insurance obligations have been fulfilled;
• Certificate of operation registration of the executive office;
• Copy of Investment Registration Certificate;
• Copy of BCC contract.

Step 2: Within 15 days from the day on which the application is received, the investment registration authority shall decide to revoke the operation registration certificate of the executive office.