On 21 December 2010, the Vietnamese Ministry of Planning and Investment (MPI) issued Official Letter No. 9089/BKH-PC (Letter) to reply to two questions raised by the Department of Planning and Investment of Bac Lieu Province.
Both questions relate to the issuance of investment certificates to enterprises implementing investment projects in Bac Lieu Province.
The first question is about the definition of investor. Pursuant to Article 3.4 of the Law on Investment, investor means any organisation or individual carrying out investment activities in accordance with the law of Vietnam, comprising:
- Enterprises from all economic sectors established pursuant to the Law on Enterprises
- Co-operatives and co-operative groups established pursuant to the Law on Co-operatives
- Enterprises with foreign owned capital established prior to the effective date of the Law on Investment
- Business households, individuals
- Foreign organisations and individuals; Vietnamese residing overseas; foreigners permanently residing in Vietnam
- Other organisations as permitted by the law of Vietnam
The second question concerns whether a branch of an enterprise is authorised to sign application documents for issuance of an investment certificate. The answer is no. The relevant authority is MPI's Decision No. 1088/2006/QD-BKH dated 19 October 2006 issuing standard forms for conducting investment procedures in Vietnam (Decision 1088). Pursuant to the standard form Registration/Request for Issuance of Investment Certificate in Appendix I-1 (for cases not associated with establishment of enterprise or branch), Appendix I-2 (for cases associated with establishment of branch) and Appendix I-3 (for cases associated with establishment of enterprise) issued together with Decision 1088, the signor of such registration/request must be the investor. Therefore, an enterprise cannot authorise its branch to prepare, sign and stamp the seal of the branch on the Registration/Request for Issuance of Investment Certificate.
For inquiries related to this Legal Update, please contact:
Dao Nguyen (dao.nguyen@mayerbrown.com)
Thinh Dan (thinh.dan@mayerbrown.com)
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