Procedures for merging investment projects according to legal regulations

Procedures for merging investment projects according to legal regulations is a necessary step to consolidate resources, optimize land use efficiency and enhance project exploitation value. Correct implementation of prescribed procedures helps ensure legality, limit risks in the process of transferring rights and obligations between subjects, and create favorable conditions for the continued implementation and development of the project in a stable manner.

Conditions for merging investment projects

According to the provisions of Clause 2, Article 50 of Decree 31/2021/ND-CP, the merger of investment projects must meet the following two basic conditions:

• Investors must meet land use conditions according to the provisions of land law, investment and business conditions in that field (if any) and other conditions prescribed by law. Accordingly, investors need to ensure that the merger project is consistent with land use planning and does not violate regulations on land use purposes. At the same time, for conditional business lines, investors must still fully meet those conditions after the merger. The merger must not be used as a means to circumvent the law or change legal conditions previously approved by state agencies.
• Investors are not allowed to change the conditions specified in the Investment Policy Approval Decision or Investment Registration Certificate before merging the project.

Based on the above conditions, investors need to carry out project merger procedures carefully, complying with legal regulations to avoid disputes and ensure the legality of the project after merger. When merging an investment project, the project investor needs to carry out procedures to adjust the investment project.

Investment project adjustment documents

The preparation of investment project merger documents requires accuracy and completeness according to legal regulations. According to Point a, Clause 3, Article 50 of Decree 31/2021/ND-CP, the components of the dossier requesting adjustment of investment project in case of merger include the following main types of documents:

• Document requesting adjustment of investment project;
• Report on the implementation of investment projects up to the time of merger of investment projects;
• Investor’s decision on merger of investment projects or other documents with equivalent legal value;
• Documents on the investor’s legal status proving legal status and capacity to carry out mergers;
• Copy of Investment Registration Certificate or Investment Policy Approval Decision and Copy of Investor Approval Decision (if any);
• Explanation or documents related to adjusting the content specified in Points b, c, d, đ, e, g and h, Clause 1, Article 33 of the Law on Investment (if any).

Due to the complex nature and requirements for consistency of documents, customers should carefully review each document before submitting to ensure that the merger of investment projects is approved smoothly, in accordance with legal regulations and does not disrupt the project implementation process.

Procedures for merging investor projects

Procedures for merging investment projects are detailed in Clause 3, Article 50 of Decree 31/2021/ND-CP. This process differs depending on the type of investment project and the authority to approve the investment policy.

Step 1: Negotiate, draft and sign the investment project merger contract.

When merging investment projects, drawing up a merger contract (or investment project transfer contract, depending on the specific nature) is mandatory to establish the rights and obligations between the parties.

Assets, obligations, licenses, land, financial rights, labor, technology… can all be involved, so a clear contract is needed to:

• Record the transfer of ownership/exploitation rights;
• Division of risks and obligations;
• As a basis for submitting documents to state agencies to make adjustments to investment projects after the merger (Department of Planning and Investment, Department of Natural Resources and Environment…).

Step 2: Prepare and submit investment project adjustment documents in case of project merger:

The investment project owner prepares complete documents as prescribed in Point a, Clause 3, Article 50 of Decree Decree 31/2021/ND-CP.

For projects that have had investment policies approved, investors must submit documents to the corresponding competent authority.

• If the authority belongs to the Ministry of Planning and Investment, investors need to submit 08 sets of documents.
• In case the authority belongs to the Provincial Investment Registration Authority, the investor needs to submit 04 sets of documents.
• Competent authorities will consider conditions for merging investment projects and carry out procedures for adjusting investment projects according to the provisions of Articles 44, 45 and 46 of Decree 31/2021/ND-CP.

For projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved for investment policy but are not subject to the cases specified in Clause 3, Article 41 of the Law on Investment, the procedures are simpler:

• Investors only need to submit 01 set of documents to the Investment Registration Authority.
• This agency will review project merger conditions and carry out adjustment procedures according to Article 47 of Decree 31/2021/ND-CP. As a result, the adjusted Investment Registration Certificate will be issued and sent to the investor.

Step 3: The competent authority evaluates the application for adjusting the investment project after the merger

In case of adjusting an investment project under the authority of the Ministry of Planning and Investment according to the provisions of Article 44, Decree No. 31/2021/ND-CP:

Within 03 working days from the date of receiving the valid dossier, the Ministry of Planning and Investment sends the dossier to the competent state agency for comments on the contents of investment project adjustments.

• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 35 days from the date of receiving valid documents, the Ministry of Planning and Investment prepares an appraisal report on the adjusted investment project contents to submit to the Prime Minister;
• Within 05 working days from the date of receiving the appraisal report from the Ministry of Planning and Investment, the Prime Minister decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Ministry of Planning and Investment, the Investment and Investor Registration Authority, ministries and agencies related to the implementation of the investment project, and the investor approval agency (if any).

In case of adjusting an investment project under the authority of the Provincial People’s Committee according to the provisions of Article 45, Decree No. 31/2021/ND-CP:

Within 03 working days from the date of receiving the valid dossier, the Investment Registration Authority sends the dossier to the competent state agency to get opinions on the contents of the investment project adjustment.

• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 25 days from the date of receiving valid documents, the Investment Registration Authority prepares an appraisal report on the adjusted contents of the investment project to submit to the Provincial People’s Committee;
• Within 07 working days from the date of receiving the documents and appraisal report from the Investment Registration Authority, the Provincial People’s Committee decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Investment and Investor Registration Authority, the Investor Approval Authority in case of investor approval as prescribed in Clause 3, Article 29, of the Law on Investment 2020, Departments and agencies related to the implementation of investment projects.

Step 4: Carry out notification procedures with the land management agency (If any)

After obtaining the Decision approving the investment policy adjustment or the adjusted Investment Registration Certificate, the investor needs to adjust the land lease contract (if any). This procedure is carried out at the Department of Natural Resources and Environment where the investment project is located. Investors need to prepare documents to adjust land lease contracts according to the provisions of land law. Adjusting the project after the merger also includes updating information in the business registration system, tax and other specialized management agencies.

>>> See more:

• Procedures for merging foreign invested companies.
• Changing investors when transferring investment projects.

Consulting services on procedures for merging investment projects at Long Phan Consulting Company

Long Phan Consulting Company provides professional services on procedures for merging investment projects in Vietnam. With a team of experienced experts, Long Phan Consulting Company ensures that the project merger process goes smoothly and complies with legal regulations. Long Phan Consulting Company’s services include:

• Support in negotiating, drafting and signing project merger contracts;
• Support in preparing complete and accurate investment project merger documents;
• Support investors in drafting documents requesting adjustments to investment projects, reports on project implementation, merger decisions and other documents as required by law;
• Support investors to contact and work with competent state agencies;
• In-depth consulting on conditions and procedures for merging investment projects;
• Answering issues related to investment project mergers.

With a strict consulting process and commitment to accompany investors from the preparation stage to completion of procedures, Long Phan Consulting Company is a reliable partner to help customers carry out the merger of investment projects legally, effectively and minimize arising risks.

Frequently asked questions

Below are related questions about procedures for merging investment projects.

Does merging an investment project require an adjustment to the investment certificate?

Yes, merging investment projects often requires adjusting the Investment Registration Certificate to reflect post-merger changes.

How long does it take to complete investment project merger procedures?

The time to complete the procedures for merging investment projects depends on the authority of the approval agency and the complexity of the project. Typically, this process can last from several weeks to several months.

Can foreign investors merge investment projects in Vietnam?

Yes, foreign investors can merge investment projects in Vietnam, but must comply with legal regulations on foreign investment.

What legal risks should be kept in mind when merging investment projects?

Legal risks include violations of land regulations, business conditions, and changes in project content compared to the original decision.

Which agency has the authority to approve the merger of investment projects?

The authority to approve the merger of investment projects depends on the scale and type of the project. The Ministry of Planning and Investment or the Provincial People’s Committee may be the competent authority.

Is it possible to merge different investment projects of different investors?

Yes, merging one or more projects belonging to different investors into the same project is possible.

Does the land lease contract need to be adjusted after merging an investment project?

Yes, in case the investment project uses leased land, the land lease contract needs to be adjusted to suit the project after the merger.

Conclude

Procedures for merging investment projects require a deep understanding of investment laws and administrative processes in Vietnam. Customers need to carefully consider the conditions, prepare complete documents and comply with the prescribed procedures. To receive professional support on procedures for merging investment projects, please contact Long Phan Consulting Company via the hotline: 0906735386 for detailed advice and timely support.