Do foreign-invested enterprises establishing branches and representative offices in Vietnam need to apply for an investment certificate?
Do foreign-invested enterprises establishing branches and representative offices in Vietnam need to apply for an investment certificate?
BaseArticle 23 of Investment Law 2020 Regulations on implementation of investment activities of economic organizations with foreign investment capital are as follows:
- Economic organizations must meet the conditions and carry out investment procedures according to regulations for foreign investors when investing in establishing other economic organizations; Investing in capital contribution, purchasing shares, purchasing capital contributions from other economic organizations; Invest in the form of BCC contract if that economic organization falls into one of the following cases:
+ There are foreign investors holding more than 50% of charter capital or the majority of partners are foreign individuals for economic organizations that are partnerships;
+ There is an economic organization specified in Point a of this Clause that holds more than 50% of the charter capital;
+ There are foreign investors and economic organizations specified in Point a of this Clause holding more than 50% of the charter capital.
- Economic organizations that do not fall into the cases specified in Points a, b and c, Clause 1 of this Article shall comply with investment conditions and procedures as prescribed for domestic investors when investing in establishing economic organizations. other international; investment in the form of capital contribution, share purchase, purchase of capital contribution from other economic organizations; Investment in the form of BCC contract.
- If a foreign-invested economic organization has been established in Vietnam, if it has a new investment project, it must carry out procedures to implement that investment project without necessarily establishing a new economic organization.
- The Government regulates in detail the order and procedures for investment in establishing economic organizations and for implementing investment activities of foreign investors and economic organizations with foreign investment capital.
Accordingly, groundsArticle 37 Investment Law 2020 stipulates that the procedures for granting an Investment Registration Certificate must be carried out as follows:
- Cases requiring procedures for issuance of Investment Registration Certificate include:
+ Investment projects of foreign investors;
+ Investment projects of economic organizations specified in Clause 1, Article 23 of this Law.
- Cases where procedures for issuance of an Investment Registration Certificate are not required include:
+ Investment projects of domestic investors;
+ Investment projects of economic organizations specified in Clause 2, Article 23 of this Law;
+ Investment in the form of capital contribution, share purchase, purchase of capital contribution of economic organizations.
- For investment projects specified in Articles 30, 31 and 32 of this Law, domestic investors and economic organizations specified in Clause 2, Article 23 of this Law shall implement the following investment projects: upon approval of the investment policy.
- In case an investor needs to issue an Investment Registration Certificate for an investment project specified in Points a and b, Clause 2 of this Article, the investor shall carry out procedures for issuance of an Investment Registration Certificate. regulations prescribed in Article 38 of this Law.
Therefore, the enterprises with foreign investment Establishing a branch or representative office in Vietnam is the establishment of another economic organization. Depending on the specific case:
- If branches and representative offices fall into the cases in Clause 1, Article 37 of the Investment Law 2020, they must apply for an investment certificate.
- Branches and representative offices that fall under Clause 2, Article 37 of the Investment Law 2020 do not need to apply for an investment certificate.