According to the provisions of Clause 1, Article 46 of the Investment Law in Vietnam, an investor has the right to transfer all or part of an investment project to another investor when the following conditions are satisfied:
a) The investment project or part of the transferred investment project is not terminated as prescribed in Clauses 1 and 2, Article 48 of this Law;
b) Foreign investors receiving investment projects, part of investment projects must satisfy the conditions specified in Clause 2, Article 24 of this Law;
c) Conditions prescribed by the land law in case the transfer of an investment project is associated with the transfer of land use rights and assets attached to the land;
d) Conditions prescribed by law on housing and law on real estate business in case of transfer of housing construction investment project or real estate project;
dd) Conditions specified in the written approval of investment policies, the investment registration certificate, or other relevant laws (if any);
e) When transferring an investment project, in addition to complying with the provisions of this Article, state enterprises are responsible for complying with the provisions of the law on management and use of state capital invested in production, doing business at the enterprise before making adjustments to the investment project.
Principles of project transfer in Vietnam
According to the provisions of Clause 2, Article 46 of the Law on Investment, in case the transfer conditions are satisfied as prescribed in Clause 1 of this Article, the procedures for transferring the whole or part of an investment project shall follow the following principles:
For an investment project that is approved by the investor as prescribed in Article 29 of this Law and the investment, the project is granted an investment registration certificate, investors shall carry out procedures for adjusting investment projects according to the provisions of Article 41 of this Law;
For an investment project other than the case specified at Point an of this Clause, the transfer of the investment project or the transfer of property ownership rights to the investor receiving the investment project after the assignment must comply with regulations of the law on civil, enterprise, real estate business, and other relevant laws.
Regarding the transfer of investment projects associated with the transfer of land use rights and land-attached assets, the Land Law (Articles 189, 194) stipulates the conditions for the sale and purchase of attached assets. with land leased by the State with annual land rental collection; conditions for the transfer of land use rights in the implementation of investment projects, construction, and business of housing; investment projects to build infrastructure for transfer or lease.
According to the provisions of Article 194 of the Land Law, the transfer of land use rights in the form of subdivisions shall be effected after the investment in infrastructure construction has been completed and the financial obligations to the land have been fulfilled; for housing construction and business investment projects, the land use right may be transferred in association with the transfer of the whole or part of the project once the Certificate is obtained; the transfer of land use rights associated with the transfer of the entire infrastructure construction investment project for transfer or lease must satisfy the conditions that the project must complete the construction of corresponding technical infrastructure works according to the progress recorded in the approved project.
Article 49 of the Law on Real Estate Business stipulates the conditions for the transfer of all or part of a real estate project. Accordingly, a real estate project to be transferred must have the following conditions: the project has been approved by a competent state agency, has a 1/500 detailed plan or an approved master plan; the project, the part of the project transferred has been completed the compensation and site clearance.
In case of transferring the entire infrastructure construction investment project, the corresponding technical infrastructure works must be completed according to the schedule stated in the approved project.
The transferor has obtained a certificate of land use right for the whole or part of the transferred project. The investor receiving the transfer of the whole or a part of a real estate project must be a real estate business enterprise, have sufficient financial capacity and commit to continue the implementation of construction investment and business in accordance with provisions of the law, ensuring the progress and content of the project.
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