Transfer of investment projects

The business investment process is not always smooth. So, there should be some time that investors want to transfer (part or all) their investment project to another party.

In terms of regulations, if the conditions of the Investment Law are met, investors will have the right to transfer (part or all) of their investment project. And the investor receiving the transfer will inherit the rights and obligations to implement that investment project.

This transfer will be subject to prescription. And the investor will have to fulfill financial obligations (pay taxes) to the state if the transfer is profitable.

Relevant legal documents

1. Investment Law 2014
2. Enterprise Law 2020
3. Decision 31/2021/ND-CP guiding the Investment Law

Conditions for transferring investment projects

The transfer of investment projects (partial or complete) must meet the following conditions:

1. The transferred project part shall not be terminated.
2. Comply with land conditions (regarding the investor) if there is a transfer of land use rights in the investment project.
3. The transferred project must meet conditions on market access, national defense and security, and land use issues on islands, border towns, communes, wards, and coastal towns if it is transferred to foreign investors.
4. Comply with the conditions prescribed by law on housing and real estate business if transferring housing construction investment projects or real estate projects;
5. Conditions stated in the investment policy approval document, Investment registration certificate or other relevant provisions of law (if any);

Implementation procedures

1. According to regulations, if the investor must be selected (such as projects with land use rights auctions; projects requiring bidding to select investors…), the investor must carry out procedures to adjust the investment project.
2. In other cases, if the investor needs to make adjustments (to record new investor information in the certificate), they must also carry out procedures to adjust the investment project according to regulations.
3. In addition, the parties still have to carry out other transfer procedures to transfer project assets (eg land use rights, houses, structures on land; or adjust business registration…)

Note:

In addition to administrative procedures, a very important issue in receiving the transfer of an investment project is to check the project’s activities, especially records related to finance, accounting and use rights. use land to implement the project. At the same time, it is also necessary to check whether the project has any legal violations during its operation (eg environmental administrative violations, labor disputes…). These issues will greatly affect the decision of whether or not to accept the transfer of the project, but will often not be clearly disclosed by the transferor.

If you still have questions, or need assistance, please do not hesitate to contact An Luat Vietnam. Our experienced lawyers and consultants will advise customers to ensure legal safety for investment, help customers prepare documents quickly and accurately and complete investment registration procedures as quickly as possible.