During the implementation of an investment project, for many reasons, the investor decides to transfer his or her investment project. However, the transfer of the investment project in Viet Nam is not easy but must comply with certain conditions and procedures. Although having many years of work, many investors can not transfer the investment project by themselves. Therefore, Apolo Lawyers (Hotline: (+84) 903.419.479) provides legal advice on the transfer of the investment project which helps our clients conduct the transfer quickly and efficiently.

Vietnamese Law allows investors to be entitled to transfer a part or whole of the investment project. However, to be entitled to transfer the investment project, there are several conditions that must be satisfied.

1. What is the transfer of the investment project?

According to the Law on Investment 2020, an investment project means a collection of proposals for the expenditure of mid-term or long-term capital to carry out investment activities in a particular administrative division over a certain period of time.

The transfer of the investment project refers to the transfer of the investment project contract, the investor of the investment project can transfer a part or whole of the investment project to another investor. This contract is actually a type of property sale contract with the property being traded here is a part or whole of the investment project.

In case the transfer generates income, the investor transferring the investment project shall fulfill tax obligation as prescribed by law.

2. The conditions to transfer the investment project in Viet Nam

According to the clause 1, Article 46 Law on Investment 2020, the investor is entitled to transfer a part or whole of the investment project to another investor when satisfying the following conditions:

• The investment project or the part of the investment project which is transferred has not been terminated.
• The foreign investor receiving the investment project or part of the investment project must satisfy the conditions as follow:
  • Satisfy market access conditions applied to foreign investors;
  • Ensure national defense and security in accordance with Law on Investment;
  • comply with regulations of the law on land and conditions for receipt of land use rights and conditions for use of land on islands or border or coastal communes.
• The conditions set forth by the law on land are complied with if the transfer of an investment project is associated with the transfer of the land use rights/assets on land;
• The conditions set forth in the laws on residential housing and on real estate business are complied with in the case of transfer of a residential housing construction project or real estate project are complied with;
• The conditions set forth in the written approval for investment guidelines or the investment registration certificate or in accordance with other relevant regulations of law (if any) are complied with;
• Upon transfer of an investment project, in addition to compliance with this Article, 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.

>>> Read more: The adjustment of the Investment Registration Certificate

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3. The dossier of the transfer of the investment project

• An application form for adjustment of the investment project;
• A report on the investment project’s progress by the time of project transfer;
• A contract or principal contract for the transfer of part or whole of the investment project;
• Copies of documents about the legal status of the transferor and transferee;
• A copy of the investment registration certificate; the decision on approval for investment guidelines; the decision on investor approval (if any);
• A copy of the BCC (for BCC investment projects);
• 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, the 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.

4. Legal advice on the procedure of the transfer of the investment project of Apolo Lawyers

Transfer of the investment project is not easy. When a business conducts the transfer, it should consider choosing a law firm with a good reputation. With many years of experience in legal consultation, Apolo Lawyers claims to support our clients with the information, conditions, procedure, and dossiers in the matter of transfer of the investment project in an optimal way. Especially, Apolo Lawyers will try our best to help our clients succeed in the transfer of the investment project.

Apolo Lawyers is proud to be one of the prestigious law firms in Viet Nam in business consulting. We are committed to supporting our customers to transfer the investment project as quickly and efficiently as possible. 

For further information, please contact us: Apolo Lawyers

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