Procedures for changing investors when transferring investment projects

Changing investors when transferring investment projects is an important step that opens up new development opportunities for businesses. This process not only brings new capital and motivation to the project, but also creates conditions to optimize investment efficiency. Below, Long Phan will provide detailed information about the process, conditions and necessary legal procedures regarding procedures for changing investors when transferring projects.

Conditions for transferring investment projects

Pursuant to Clause 1, Article 46 of the Law on Investment 2020, investors transferring projects must meet the following conditions:

1. The investment project or the portion of the transferred investment project shall not be terminated
2. Foreign investors receiving a transfer of investment projects, part of investment projects must meet the conditions according to Clause 2, Article 24 of the Law on Investment 2020;
3. Conditions according to the provisions of land law in case of transfer of investment projects associated with the transfer of land use rights and assets attached to land;
4. Conditions according to the provisions of housing law and real estate business law in case of transferring housing construction investment projects or real estate projects;
5. Conditions specified in the investment policy approval document, Investment registration certificate or other relevant laws (if any);
6. When transferring investment projects, in addition to complying with the provisions of Article 46 of the Law on Investment 2020, state-owned enterprises are responsible for complying with the provisions of law on management and use of state capital invested in. production and business at the enterprise before making adjustments to the investment project.

Procedures for changing investors when transferring investment projects

Prepared documents

According to Clause 5, Article 48 of Decree 31/2021/ND-CP. The dossier requesting adjustment of the investment project includes:

1. Document requesting adjustment of the investment project;
2. Report on the implementation of the investment project up to the time of transfer of the investment project;
3. Contract or principle contract on the transfer of part or all of the investment project;
4. Copies of documents on the legal status of the transferring and receiving investors;
5. Copy of Investment Registration Certificate;
6. Decision approving the investment policy; Decision on investor approval (if any);
7. Copy of BCC Contract (for investment projects in the form of BCC Contract);
8. Copy of one of the following documents of the investor receiving the investment project transfer: financial statements of the last 02 years or audit report of the investor’s equity, commitment to financial support from the company parent company, commitment to financial support from the financial institution, guarantee of the investor’s financial capacity, documents explaining the investor’s financial capacity.

The sequence of making changes

Pursuant to Article 48 of Decree 31/2021/ND-CP, the procedure for changing investors when transferring investment projects is specified in detail for each specific case. Specifically, as follows:

Case 1: For an investment project that has been approved by the investment policy and approved by the investor, but then the investor transfers the entire investment project before the project is operational or available changing conditions for investors.

• Step 1: The investor transferring the project submits 08 sets of documents above to the Ministry of Planning and Investment or submits 04 sets of documents to the Investment Registration Authority corresponding to the authority to approve the project investment policy.
• Step 2: The above agency considers the conditions for transferring the investment project according to Clause 1, Article 46 of the Law on Investment 2020 to decide to adjust the investment project according to the corresponding provisions in Articles 44, 45 and 46 of Decree 31/2021/ND-CP. The decision to approve investor adjustments records the transferring investor and the transferee investor, the transferred project portion (if any) and is sent to the Investment Registration Authority, the transferring investor and investor receive the transfer.

Case 2: For an investment project that has had its investment policy approved, but the transfer of the project changes the content of the investment policy approval in one of the cases specified in points a, b, c, d, đ and e Clause 3 Article 41 Law on Investment 2020.

The transferring investor shall carry out project adjustment procedures according to the corresponding provisions in Points a and b, Clause 6, Article 48 of Decree 31/2021/ND-CP, except for the cases specified in Clause 9, Article 48 of the Decree 31/2021/ND-CP.

Note: Except for the case of an investment project that has had its investment policy approved and has been put into exploitation and operation, the investor does not have to carry out the approval procedure to adjust the investment policy when transferring the project.

Case 3: For an investment project that has had its investment policy approved but the transfer of the project does not change the content of the investment policy approval in one of the cases specified in points a and b. , c, d, đ and e Clause 3, Article 41 of the Law on Investment 2020.

Investors who transfer projects do not have to carry out procedures to approve investment policy adjustments but must carry out procedures to adjust the Investor Approval Decision according to the following regulations:

• Step 1: The investor transferring the project submits the above 04 sets of documents to the Investment Registration Authority, in which the written request for adjustment of the investment project is replaced by the written request for approval of the investor’s adjustment private;
• Step 2: Within 03 working days from the date of receiving the valid dossier, the Investment Registration Authority sends the dossier to get opinions from relevant competent state agencies at the same level on meeting the requirements specified in Points b, c and d, Clause 4, Article 33 of the Law on Investment 2020;
• Step 3: Within 15 days from the date of receipt of valid documents, the consulted agencies have their opinions on the content within the scope of state management of that agency and send it to the Investment Registration Authority;
• Step 4: Within 25 days from the date of receipt of valid documents, the Investment Registration Authority prepares an appraisal report including the content as prescribed in Points b, c and d, Clause 4, Article 33 of the Law on Investment 2020, submitted to the Provincial People’s Committee;
• Step 5: Within 07 working days from the date of receiving the documents and appraisal report, the Provincial People’s Committee decides to approve the investor adjustment;
• Step 6: The decision to approve investor adjustments records the transferring investor and the receiving investor, the transferred project portion (if any) and is sent to the Investment Registration Authority and the investor transfer and the investor receives the transfer.

Case 4: For investment projects that have had their investment policies approved and have been put into operation: Investors do not have to carry out approval procedures to adjust investment policies when transferring projects.

Case 5: In case the investment project has been granted an Investment Registration Certificate and is not subject to investment policy approval or has been approved for investment policy but is not subject to the cases specified in Clause 3 Article 41 Law on Investment 2020.

• Step 1: The investor transferring the investment project submits 01 set of the above documents to the Investment Registration Authority.
• Step 2: The investment registration agency reviews the investment project transfer conditions specified in Clause 1, Article 46 of the Law on Investment 2020 to adjust the investment project according to the provisions of Article 47 of Decree 31/2021/ ND-CP. The adjusted investment registration certificate is sent to the transferring investor and the transferee investor.

Case 6: In case a foreign investor receives a transfer of an investment project and establishes an economic organization to implement the investment project.

• Step 1: The investor transferring the investment project carries out procedures to adjust the investment project according to the same order and procedures as cases 1, 2, 3.
• Step 2: After completing the above procedures, the foreign investor receiving the project transfer shall carry out procedures for establishing an economic organization according to the provisions of enterprise law corresponding to each type of economic organization. From the date of issuance of the Business Registration Certificate or other documents of equivalent legal value, the economic organization established by the foreign investor is the investor implementing the investment project according to the provisions of Clause 2, Article 22 of the Law on Investment 2020.

Consulting and supporting procedures for transferring investment projects, changing investors when transferring investment projects in Long Phan

Long Phan Company specializes in providing in-depth legal consulting services in the fields of investment and business. With a team of experienced experts, Long Phan is committed to supporting customers in all issues related to changing investors when transferring investment projects.

Long Phan’s main services include:

• Consulting on conditions and investment project transfer process.
• Support in preparing and evaluating transfer documents.
• Representing customers in working with competent state agencies.
• Draft and review project transfer contracts.
• Consulting on resolving issues that arise during the transfer process.
• Consulting and supporting procedures for adjusting investment registration certificates after transfer.

Changing investors when transferring investment projects is a valuable opportunity to restructure and optimize project efficiency. With Long Phan’s professional support, customers will ensure their rights and save time and costs during the transfer process. Please contact Long Phan immediately via hotline 0906735386 for advice and optimal support for your investment project. With Long Phan, you will open a new successful chapter for your project!