Transfer of investment projects: Conditions and procedures for implementation

Article overview

Transfer of investment projects plays a key role in optimizing resources and ensuring effective economic development. This activity creates opportunities for new investors to enter the market, while helping businesses restructure their investment portfolios in accordance with their development strategies. The transfer process complies with strict legal regulations to protect the interests of relevant parties and ensure project continuity.

The current process for the transfer of investment projects
The current process for the transfer of investment projects

Regulations on transfer of investment projects

  • According to the provisions of Article 45 of the Law on Investment 2020, the transfer of an investment project is understood as an investor transferring all or part of its project to another investor through a transfer contract. And the investor receiving the transfer of that investment project will inherit the rights and obligations to implement the investment project of the transferring investor.
  • In addition, when transferring investment projects, they must comply with relevant legal regulations, including conditions on the project, the current investor and the investor receiving the transfer to ensure legality, and the efficiency of this process.
  • The purpose of transferring an investment project is to ensure that the project continues to be implemented and operated, and to support the transfer of ownership, exploitation or operation rights from one investor to another.

Conditions that must be met when transferring investment projects

Pursuant to Clause 1, Article 46 of the Law on Investment 2020, investors have the right to transfer all or part of the investment project to another investor when the following conditions are met:

  • The investment project or portion of the transferred investment project is not subject to termination of operation according to the provisions of Clauses 1 and 2, Article 48 of the Law on Investment 2020;
  • Foreign investors receiving transfer of investment projects, part of investment projects must meet the conditions specified in Clause 2, Article 24 of the Law on Investment 2020;
  • Conditions according to the provisions of land law in case of transfer of investment projects associated with transfer of land use rights and assets attached to land;
  • 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;
  • Conditions specified in the investment policy approval document, Investment registration certificate or other relevant laws (if any);
  • 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 enterprises before adjusting the investment project.
The mandatory requirements when conducting the transfer of investment projects
The mandatory requirements when conducting the transfer of investment projects

Procedure for transferring investment projects

File

According to Clause 5, Article 48 of Decree 31/2021/ND-CP, to transfer all or part of an investment project, investors need to fully prepare the following documents:

  1. Document requesting adjustment of 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; Decision approving the investment policy; Decision on investor approval (if any);
  6. Copy of BCC Contract (for investment projects in the form of BCC Contract);
  7. 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.

Implementation procedures

According to Article 48 of Decree 31/2021/ND-CP detailing procedures for transferring investment projects in the following specific cases:

  1. For investment projects that have been approved in principle at the same time as the investor’s approval, the investor transfers the entire investment project before the project is put into operation or there is a change in conditions for the investor; or the investment project 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 of the Law on Investment 2020.
  • Step 1: The investor transferring the project submits documents to the Department of Planning and Investment or to the corresponding Investment Registration Agency;
  • Step 2: The competent authority considers the transfer conditions to decide to adjust the investment project.
  1. For investment projects that have had investment policies approved, but the transfer of the project does not change the content of investment policy approval in one of the cases at points a, b, c, d, đ and e Clause 3, Article 41 of the Law on Investment 2020, the investor transferring the project does not have to carry out the investment policy approval procedure but must carry out the procedure to adjust the Investor Approval Decision as follows:
  • Step 1: The investor transferring the project submits 04 sets of documents to the Investment Registration Authority, in which the written request to adjust the investment project is replaced by the written request for approval to adjust the investor;
  • Step 2: The investment registration agency collects opinions from competent state agencies, prepares an appraisal report and submits it to the Provincial People’s Committee and the Provincial People’s Committee decides to approve the investor adjustment. This process takes no more than 50 days.
  1. For investment projects that have been approved for investment policies and have been put into exploitation and operation, investors do not have to carry out procedures for approval of adjustment of investment policies when transferring the project.
  2. For foreign investors receiving transfer of investment projects and establishing economic organizations to implement investment projects:
  • Step 1: The investor transferring the project carries out procedures to adjust the investment project according to the corresponding regulations in the above cases;
  • Step 2: After completing the prescribed procedures, the foreign investor receiving the project transfer shall carry out procedures for establishing an economic organization in accordance with the provisions of enterprise law corresponding to each type of economic organization.

>>> See more: When transferring an investment project, what legal documents need to be evaluated?

The steps for the transfer of investment projects
The steps for the transfer of investment projects

Professional and reliable consulting and support services for the transfer of investment projects in Long Phan

Long Phan offers professional and reputable consulting services for the transfer of investment projects, ensuring comprehensive and effective support for customers. Our services include:

  • Consulting and detailed assessment of transfer conditions of investment projects.
  • Support the preparation and drafting of investment project transfer documents that are complete, accurate and in accordance with current regulations.
  • On behalf of customers, submit documents at the investment registration agency or competent authorities.
  • Monitor application processing progress, work with relevant agencies to promptly resolve arising issues.
  • Consulting on transfer options to minimize legal and financial risks.
  • Consulting and supporting contract negotiations to ensure agreements are reached in accordance with the law and the interests of the parties.
  • Support comprehensive inspection of the project’s legal documents to ensure compliance with relevant regulations.

Transferring investment projects requires a deep understanding of the law and practical experience to ensure compliance with regulations and optimize benefits for all parties. If you need consulting support for transferring investment projects, please contact us via the hotline 0906735386. Long Phan’s team of experts is committed to always being dedicated, reputable and ensuring the transfer process takes place smoothly and effectively. We are pleased to accompany and support you!