Re-structure of the investment organizations
Re-structure of the investment organizations When an economic organization which has foreign capital has the demand to re-structure (re-operate) the economic organization, it must comply with Law on Investment 2014 and other relevant guiding documents. Hnlaw & Partners would like to outline some features on the re-structure the economic organization which has the foreign investor implementing the investment project in Viet Nam through establishing an economic organization (investment organization) as follows: re-structure of the investment organizations
1. Rights and obligations of the economic organization
According to clause 1 Article 38 Decree 118/2015/NĐ-CP regulating on the Right to adjust the investment project in cases of division, splitting, consolidation, merger of transformation of economic organizations as follows:
“An economic organization established on the basis of division, splitting, consolidation, merger or transformation (below referred to as re-organization) shall inherit and continue exercising and performing the investor’s rights and obligations to the investment project implemented prior to re-organization.”
2. A dossier includes
- A written request for project adjustment;
- A copy of the enterprise registration certificate or a document of equivalent legal validity of the transferee;
- A copy of the investor’s resolution or decision on re-organization, specifying the handling of assets, rights and obligations related to the project.
3. The procedures on the investment project adjustment after re-operating the economic organization:
According to Article 38 of Decree 118/2015/ND-CP the order of adjusting investment projects after re-organization of economic organizations is as follows:
Step 1: Investor decides to re-organize and handle assets, rights and obligations related to investment projects in accordance with the law on enterprises and relevant laws.
Step 2: The investor submits 01 set of dossier to the investment registration agency where the investment project is implemented to adjust the investment project. For investment projects that do not comply with the investment registration certificate, investors do not have to carry out this procedure.
Step 3: Within a period of 15 days from the date of receipt of a valid application as set out in Clause 3 of this Article, the investment registration authority shall adjust and issue the investment registration certificate to the investor. For investment projects that do not comply with the investment registration certificate, investors do not have to carry out this procedure.
For investment projects that do not comply with the investment registration certificate: investors do not have to carry out the procedures for adjusting investors. The transfer of ownership of assets to investors receiving investment projects after the reorganization shall comply with the provisions of civil law, the law on enterprises and relevant laws.
Hnlaw & Partners Law Firm