TERMINATION OF INVESTMENT PROJECTS

TERMINATION OF INVESTMENT PROJECTS

Dear ………,

First and foremost, HTC Vietnam would like to avail itself of this opportunity to present to you its highest consideration and appreciation for your interest in its services.

I. CLIENTS’ REQUIREMENTS

Clients have the desire to be consulted on terminating investment projects.

We understand from your provided information that: You subjectively want to terminate the investment project and expect HTC Vietnam Law Firm (HaNoi Bar Association) to provide consulting services on issues of terminating investment projects, as well as the necessary legal procedures of the above services.

II. SCOPE OF CONSULTATION

1. The legal basis

- Law No. 61/2020/QH14 The Law on Investment

- Decree No. 31/2021/ND-CP detailing and guiding the implementation of the Investment Law.

2. HTC Vietnam’s legal consultation

2.1. Cases of investment project termination

According to the provisions of the Law on Investment 2020:

An investor shall terminate their investment activities or investment project in the following cases:

- The investor decides to terminate the project;

- The project has to be terminated according to the conditions set out in the contract or charter of the enterprise;

- The project duration is over.

The investment registration authority shall terminate an investment project in part or in full in the following cases:

- The investor fails to overcome the difficulties that lead to project suspension in the cases mentioned in Clause 2 and Clause 3 Article 47 of this Law;

- The investor is no longer permitted to keep using the investment location and fails to complete the procedures for change of investment location within 06 months from the date on which the investor is no longer permitted to use the investment location, except for the case specified in Point d of this Clause;

- The investment registration authority cannot contact the investor or the investor’s legal representative after 12 months from the date of suspension of the project;

- Land reserved for the investment project is expropriated by the State for the reason that the land is not used or the land use is delayed in accordance with regulations of law on land;

- The investor fails to pay the deposit or obtain a bank guarantee as prescribed by law if project execution security is required;

- The investor conducted the investment activities on the basis of a sham civil transaction in accordance with the civil law;

- Pursuant to a judgment or decision of a court or an arbitral award.

Note: Regarding a project subject to approval for its investment guidelines, the investment registration authority shall terminate the investment project after obtaining the opinion of the authority granting approval for investment guidelines.

The investor shall themself liquidate the investment project in accordance with the law on liquidation of assets upon termination of the investment project, except for this special case: The settlement of the rights to use land and property on land upon termination of the investment project shall comply with the law on land and other relevant regulations of law.

The investment registration authority shall decide to revoke the investment registration certificate if the investment project is terminated in accordance with the decision of the investment registration authority, except for the case of termination of part of the investment project.

2.2. Procedures for investment project termination

According to the Decree No. 31/2021/ND-CP detailing and guiding the implementation of the Investment Law, the termination of an investment project shall be carried out according to the following procedures:

- If the investor decides to terminate the investment project, the investor shall send the termination decision to the investment registration authority within 15 days from the date of making the decision together with the investment registration certificate (if any).

- If the investment project is terminated according to the conditions set out in the contract or enterprise's charter or upon the expiration of the project’s duration, the investor shall notify and return the investment registration certificate (if any) to the investment registration authority within 15 days from the date of termination together with a copy of the document recording the termination. The investment registration authority shall notify the project termination to relevant authorities.

- If the investment project is terminated according to the decision of the investment registration authority, the investment registration authority shall decide to terminate the project and revoke the investment registration certificate in the case of the project issued with the investment registration certificate. The investment registration certificate shall be invalidated from the effective date of the decision on project termination.

For an investment project operating under an investment certificate (also the business registration certificate) or investment license, the investment registration authority shall issue a decision on project termination without revoking the investment certificate (also the business registration certificate) or investment license. In this case, the business registration contents on the investment certificate (also the business registration certificate) or investment license is still effective.

Where an enterprise has its business registration certificate revoked in accordance with regulations of law on enterprises, the business registration authority shall follow procedures for revoking the business registration contents on the investment certificate (also the business registration certificate); contents of the investment project remain effective.

If the investment project is terminated together with the shutdown of the business organization, the project shall be terminated according to the above provisions and the investor shall follow procedures for shutdown of the business organization in accordance with regulations of law corresponding to each type of the business organization.

After the investment project is terminated, the liquidation of the investment project shall be carried out as follows:

- The investor shall themself liquidate the investment project in accordance with the law on liquidation of assets.

- For the investment project that uses land allocated or leased out by the State or is permitted by the State to repurpose land, the settlement of the rights to use land and property on land shall comply with the law on land and other relevant regulations of law.

- During execution of liquidation of an investment project, if the investor being a business organization is dissolved or goes bankrupt, the liquidation of an investment project shall comply with the law on dissolution and bankruptcy of the business organization.

The above content is the HTC Vietnam' legal consultation on termination of the investment project. We are delighted to service our valued clients. Please contact HTC Vietnam Law Firm to make the greatest use of the service.

2.3. Detailed fee

Please contact via phone number: 0989.386.729 or email: [email protected] for the detailed fee.

III. CONFIDENTIALITY

All the information, communication, documents and agreements between the Parties will be committed to absolute confidentiality and will only be exchanged with other Third Parties with the written consent of both Parties.

The above content is the HTC Vietnam's recommendations that comply with your requirement. We look forward to your review and acceptance. If any other research on this issue is needed, feel free to contact us for a response.

We are looking forward to a long-term cooperation.

Best Regards!

(Writer: Đo Thi Lan Anh; Date: 23/07/2021)

Translator: Pham Nguyen Nhat Linh