Procedures for adjusting investment registration certificate – NEWEST

The article provides detailed information on the documents and procedures for adjusting the investment registration certificate and cases where the investment certificate must be adjusted for foreign-invested companies. There are full forms for you.

LEGAL BASIS

• Enterprise Law No. 59/2020/QH14 takes effect on January 1, 2021;
• Investment Law No. 61/2020/QH14 takes effect on January 1, 2021;
• Decree No. 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law takes effect on March 26, 2021;

For enterprises established with 100% foreign capital or with foreign individuals and organizations contributing capital to establish in Vietnam, when the enterprise changes its investment certificate, it will also have to change related information on the business registration certificate. Investors need to clearly understand this information to carry out the procedures completely.

CASES REQUIRING ADJUSTMENT OF INVESTMENT REGISTRATION CERTIFICATES

DOSSIER FOR ADJUSTING INVESTMENT REGISTRATION CERTIFICATE

The file includes the following documents:

• Document requesting adjustment of investment registration certificate; 
• Decision on adjustment of investment project of investor;
• Report on the implementation status of the investment project up to the time of request for adjustment of the investment project;
• Original investment registration certificate;
• Certified copy of investment registration certificate;
• Certified copy of business registration certificate;
• Certified copy of ID card/CCCD/passport for individual investors; certified copy of certificate of establishment for institutional investors;
• Certified copy of tax registration certificate (for projects that have not been granted investment registration certificate and business registration certificate);
• Investment report (enterprises submit online at https://dautunuocngoai.gov.vn/fdi)
• The investment project proposal includes the following contents: Investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment progress, labor demand, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency (in case of adding additional business lines) ;
• Authorization document for individuals to submit documents and receive results according to the provisions of law (if any);
• Certified copy of ID card/CCCD/passport of authorized person.

In addition, depending on the specific change, investors must provide the following additional documents:

• In case of change of head office address, additional documents are required: Head office lease contract, valid certified copies of documents proving the lessor’s right to lease (land use right certificate, construction permit, business registration certificate with real estate business function of the lessor or equivalent documents);

• In case of change in investment capital: Bank confirmation letter for capital account proving that the company has contributed enough capital (if the financial report does not show that the company has contributed enough capital); bank confirmation letter or document proving the increased capital contribution;
• In case of change of legal representative, it is necessary to provide: Valid certified copy: Passport, residence confirmation/temporary residence card of the new legal representative; 
• In case of change of information of investor or investor’s representative: Certified copy of new business registration certificate, new passport or document showing new information/proving change of information;
• Explanation of technology use for investment projects using technology in the list of technologies restricted from transfer according to the provisions of law on technology transfer, including the following contents: technology name, technology origin, technology process diagram; main technical parameters, usage status of machinery, equipment and main technology lines; 
• BCC contract for investment projects in the form of BCC contract.

>> FREE DOWNLOAD: Investment certificate adjustment profile .

Note: For projects that are subject to investment policy decisions when adjusting investment projects related to objectives, investment locations, main technologies, increasing or decreasing investment capital by more than 10% of total investment capital, implementation period, changing investors or changing conditions for investors (if any), the investment registration agency shall carry out investment policy decision procedures before adjusting the Investment Registration Certificate.

In case of changing the investment certificate of projects that are subject to investment policy decision, you can contact fdiinvietnam.com for detailed and in-depth support.

PROCEDURES FOR ADJUSTING INVESTMENT REGISTRATION CERTIFICATES

When an investor wants to adjust the contents of the investment registration certificate, he/she must carry out the following two procedures:

• Procedures for changing Investment Registration Certificate;
• Procedures for changing the Certificate of Business Registration (changing business registration). 

In Hanoi and many other provinces and cities, investors must first carry out procedures to change the investment registration certificate, then carry out procedures to change the business registration. 

In Ho Chi Minh City alone, investors must currently carry out procedures to change the business registration certificate first, then change the investment certificate.

Procedures for changing investment registration certificate

The procedure for changing investment certificates is as follows:

• Submitting documents : Investors prepare a complete set of documents corresponding to each case of information change above, then submit the documents directly to the Investment Registration Office – Department of Planning and Investment where the enterprise has its head office/where the investment project is implemented;
• Processing time : 15 working days from the date of receipt of the dossier, the investment registration agency shall check the validity of the dossier and issue a new Investment Registration Certificate to the enterprise;
• Receive results : Based on the time stated on the appointment letter, the investor goes to the Department of Planning and Investment to receive the new investment registration certificate.

Procedures for changing business registration certificate (changing business registration)

fdiinvietnam.com has provided very detailed and complete instructions on the documents and procedures for changing business licenses in the article on changing business licenses directly and online. You can view and download the sample documents in this article.

NOTES TO KNOW WHEN PERFORMING PROCEDURES TO ADJUST INVESTMENT CERTIFICATES

• For enterprises that have not yet completed the procedure to separate the investment certificate into a business registration certificate, they must first separate the investment certificate;
• For businesses that change their company name, they need to re-engrave their legal seal and publish the new seal on the national portal for business registration;
• For newly adjusted business lines that are conditional business lines, enterprises must ensure the conditions during operation;
• If the enterprise adjusts the investment certificate to increase charter capital, which changes the enterprise’s business license tax rate, the investor must declare the new business license tax rate and pay additional business license tax;
• If the enterprise changes and has new capital contributors, it is important to note that the new investor must contribute capital to the enterprise’s capital transfer account and must pay attention to contributing on schedule according to the committed deadline in the investment registration certificate.

It can be seen that the procedure for adjusting the investment certificate is quite complicated and time-consuming. If you need further information and legal support, you can contact Online Accounting at 0978 578 866 (North) –  033 9962 333 (Central)  –  033 9962 333 (South)  for support.

SOME FREQUENTLY ASKED QUESTIONS WHEN ADJUSTING INVESTMENT REGISTRATION CERTIFICATES

 

• Investor information: Name, address, email, phone number, website…;
• Name of investment project;
• Location of investment project implementation; land area used for the project;
• Objectives and scale of investment project;
• Project investment capital (including investor’s contributed capital and mobilized capital);
• Duration of investment project;
• Investment project implementation progress (including capital contribution and capital mobilization progress; progress in implementing main operational objectives of the investment project).

Call us at  0978 578 866 (North) –  033 9962 333 (Central)  –  033 9962 333 (South)  for support.