Cooperation mechanism in investment registration procedure and enterprise registration procedure for foreign investors in Vietnam

Cooperation mechanism is a mechanism for cooperation between Investment registration authorities and Business registration authorities in processing applications for investment registration and enterprise registration in Vietnam submitted by foreign investors. This mechanism, regulated in detail in the Circular No.02/2017/TT-BKHDT, make it easier for foreign investors and economic organizations to invest in Vietnam in form of capital contribution, share or stake transference, etc. 

This mechanism will be a clear basis for investment and business registration agencies to jointly handle the procedures for registration of investment and establishment of enterprises of foreign investors, including the Department of Planning and Investment, management boards of industrial zones, export processing zones, high-tech zones, economic zones, and provincial business registration offices. The cooperation mechanism has the following advantages:

- Elimination of the duplicate documents between two procedures submitted such as a copy of personal identification paper or organization establishment certificate, etc.

- Short time for carrying out administrative procedures;

- Minimization of travel due to the implementation of administrative procedures in different agencies, compared to the old procedures;

The cooperation mechanism can be applied to 3 cases including:

• Foreign investors and foreign-owned economic organizations invest in the establishment of economic organizations as stipulated in Article 22 of the Investment Law;
• Foreign investors and economic organizations with foreign owned capital investing in the form of capital contribution, share or stake purchase as regulated in Clause 1, Article 26 of the Investment Law;
• Foreign investors and economic organizations shall simultaneously adjust contents of enterprise registration and investment registration.

The order of implementation of the cooperation mechanism in case of establishment of an economic organization shall be performed in the following 5 steps: 

            Step 1: The investor shall submit the application to the Application-receiving division.

            Step 2: The Application-receiving division and Business registration authority shall consider the validity of the application.

            Step 3:  Issuance of the Investment Registration Certificate

            Step 4: Issuance of the Enterprise Registration Certificate

            Step 5: Delivery of the result to the investor

With regard to the case of investing in the form of capital contribution, share or stake purchase and adjusting the contents of enterprise registration and investment registration, the order and procedures are provided in Article 7 and 8 of Circular No. 02/2017/TT-BKHDT. 

In addition, Article 9 of the Circular regulated that the implementation of the cooperation mechanism under standby procedure will be applied in case the development or upgrade of the Common information processing system is in progress; or the Common information processing system has technical problems, or other force majeure events.

The cooperation mechanism facilitates the foreign investors and the foreign-owned organizations in the process of establishing the new economic organization, contributing capital, purchasing share or stake, or simultaneously adjusting the contents of investment registration and enterprise registration. The time will shorten because the two procedures are implemented with the information exchange mechanism between two agencies.

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