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Set Up Requirements for Projects Requiring Special Approvals

Vietnam is a highly attractive investment destination for foreign investors, but may still be challenging for investos due to it's complex legal process for establishing a company, specially those requiring special approvals.

 In this section, we discuss the set up procedures for an LLC/FIE to do business in a specified special sector that may require such approvals to begin operations in the country. Depending on the type of project, the agency for approval, documentation required and time to obtain a 'Pre-Investment Approval’ may vary.  

Investments and projects requiring approval

Here is a summary of project types which may require further special approvals:

  • Construction of Residential housing projects;
  • Airports, aerodromes, air transport businesses, cargo terminals, ports;
  • Petroleum processing;
  • Casinos and businesses involving betting;
  • Infrastructure projects for industrial zones and export-processing zones;
  • Nuclear power plants;
  • Golf Courses;
  • Special Land Use Rights;
  • Projects located on or near islands, borders, coastal areas and other defence sensitive locations;
  • Projects in sensitive heritage locations;
  • Projects that require relocation of inhabitants; and,
  • Projects that require re-purposing some types of forests, or rice crops.

See detailed lists, requirements and estimated processing times for approval in the table below.

Investments and projects requiring approval

Agency

Requisite documentation

Time (days)

  1. Investment projects on construction of residential housing (for sale, lease or lease purchase) and urban areas that use less than 300 hectares of land or with a population of less than 50,000 people.
  2. Investment projects that request the State to allocate or lease out land without auction or bidding for or receipt of land use rights, and investment projects that request permission to repurpose land, except for cases of allocation, lease or permission for repurposing of land of households or individuals not subject to the written approval by the provincial People's Committee in accordance with regulations of law on land.
  3. Projects on investment in golf course construction and business.
  4. Investment projects of foreign investors and foreign-invested business organizations executed on islands or in border or coastal communes; in other areas affecting national defence and security.
  5. Investment projects regardless of the area of land used or population within the safety perimeter of relics of level II recognized by the competent authority as the national and special national relics; except for the special national relics under the World Heritage List; investment projects regardless of the area of land used or population within a restricted development area or within an historic inner area (determined in accordance with urban area planning projects) of a special urban area.

Provincial People’s Committees or the industrial park, export-processing zone, hi-tech zone or economic zone management board

  • Application for implementation of investment project (this should include details of the project in Vietnam);
  • Proposal of investment project (should include the details of the investment project, including lease agreements or land use needs).
  • Financial statements (to be provided for the last two years of a company’s operation; additional information may be required to prove financial capacity); and
  • Legal papers of the investors and its authorized representative (in case the investor is an organization)
  • Lease agreement or memorandum of understanding (MOU)
  • Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any)

35

  1. Investment projects that require relocation of 10,000 people or more in mountainous areas or 20,000 people or more in other areas.
  2. Investment projects on construction of: airports and aerodromes; runways of airports and aerodromes; international passenger terminals; cargo terminals of airports and aerodromes with a capacity of at least 1 million tonnes per year.
  3. New investment projects on passenger air transport business.
  4. Investment projects on construction of ports and wharves of special seaports; ports and wharves in which investment is at least VND 2,300 billion within the category of Class I seaports.
  5. Investment projects on petroleum processing.
  6. Investment projects which involve betting and casino services, excluding business in prize-winning electronic games for foreigners.
  7. Investment projects on construction of residential housing (for sale, lease or lease purchase) and urban areas that use at least 300 hectares of land or with a population of at least 50,000 people.
  8. Investment projects on construction and operation of infrastructure in industrial zones and export processing zones.
  9. Investment projects regardless of the area of land used or population within the safety perimeter of relics of level I recognized by the competent authority as the national and special national relics; or within the safety perimeter of relics of level II recognized by the competent authority as the special national relics under the World Heritage List.

Prime Minister 

Application for implementation of investment project (this should include details of the project in Vietnam);

Proposal of investment project (should include the details of the investment project, including lease agreements or land use needs).

Financial statements (to be provided for the last two years of a company’s operation; additional information may be required to prove financial capacity); and

Legal papers of the investors and its authorized representative (in case the investor is an organization)

Lease agreement or memorandum of understanding (MOU)

Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any) 

60

  1. Nuclear power plants; and
  2. Projects that require repurposing of land of special-use forests, headwater protection forests or border protection forest of at least 50 hectares; of sand-fixing and windbreak coastal forests or protection forests for wave prevention of at least 500 hectares; of production forests of at least 1,000 hectares.
  3. Investment projects that require repurposing of land meant for wet rice cultivation during with 02 or more crops of at least 500 hectares.
  4. Investment projects that require relocation of 20,000 people or more in mountainous areas or 50,000 people or more in other areas.
  5. Investment projects that require application of a special mechanism or policy that needs to be decided by the National Assembly.

National Assembly

  • Application for implementation of investment project (this should include details of the project in Vietnam);
  • Proposal of investment project (should include the details of the investment project, including lease agreements or land use needs).
  • Financial statements (to be provided for the last two years of a company’s operation; additional information may be required to prove financial capacity); and
  • Legal papers of the investors and its authorized representative (in case the investor is an organization)
  • Lease agreement or memorandum of understanding (MOU)
  • Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any)

Should be submitted 150 days before the start of national assemb

Post-approval set up process

Once an approval has been obtained by the relvant authority, investors can proceed to establish a business entity in the same manner as any other company by: 

  • Applying for a required Investment Registration Certificate (IRC)
  • Applying for an Enterprise Registration Certificate (ERC, also referred to as a Business Registration Certificate) as well as dependent actions such as securing a physical business address
  • Proceed with post licensing procedures such as opening a bank account, business license tax payment, capital contributions etc. 
For more details regarding the above steps, read our Company Setup Process and Requirements guide.

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