CONDITIONS THAT NEED TO BE MET TO TRANSFER BUSINESS INVESTMENT PROJECTS

Legal base

Investment Law 2020

Bidding Law 2023

Decree 31/2021/ND-CP

Conditions that need to be met to transfer business investment projects

According to Clause 1, Article 46 of the Investment Law 2020, conditions that investors need to meet to transfer all or part of an investment project to another investor:

– The investment project or portion of the transferred project is not terminated;

– Foreign investors receiving transfer of investment projects, part of the investment project must meet market access conditions for foreign investors; Ensuring national defense and security; Land law regulations.

– Conditions according to the provisions of land law when transferring investment projects associated with the transfer of land use rights and assets attached to land;

– Conditions according to the provisions of housing law and real estate business law when transferring housing construction investment projects or real estate projects;

– Conditions specified in the investment policy approval document and Investment Registration Certificate;

In addition, according to Clause 2, Article 76 of the 2023 Bidding Law, when transferring a business investment project, the investor must also meet the following conditions:

– The transfer must be approved by a competent person;

– The investor receiving the transfer must meet the technical and financial capacity requirements to implement the business investment project;

– The investor receiving the transfer commits to inherit all the rights and obligations of the transferor according to the provisions of the business investment project contract.

Can the business investment project contract be amended when transferring the business investment project?

According to Clause 1, Article 46 of the Investment Law 2020, when transferring a business investment project according to the provisions of the law on investment and other relevant laws, the business investment project contract will also be Revision.

Dossier requesting adjustment of investment project when the investor transfers the investment project

According to Clause 51, Article 48 of Decree 31/2021/ND-CP, documents requesting adjustment of investment projects when the investor transfers part or all of the investment project include:

– Written request for adjustment of investment project;

– Report on the implementation of the investment project up to the time of project transfer;

– Contract or principle contract on the transfer of part or all of the project;

– Copies of documents on the legal status of the transferring and receiving investors;

– Copy of Investment Registration Certificate; Decision approving the investment policy; Decision on investor approval (if any);

– If the investment project is in the form of a BCC contract, a copy of the BCC Contract is required;

– Copies of the most recent 2-year financial statements or audit reports of the investor’s equity, commitment to financial support from the parent company, commitment to financial support from financial institutions, guarantees about the investor’s financial capacity, documents explaining the investor’s financial capacity.