Procedures for changing business licenses of foreign-invested companies

Changing the business license of a foreign-invested company, is it necessary to simultaneously carry out the procedures for adjusting the investment certificate and changing the business registration? When is it necessary to change and what documents need to be prepared? See details in the article below of fdiinvietnam.com.

Changing the business license is necessary to adapt to the business situation. For foreign-invested companies, changing the business license may be more complicated than for Vietnamese companies, because you may have to carry out both the procedure for changing the business registration certificate and changing the investment certificate at the same time. Join fdiinvietnam.com to learn about the procedure for changing the business license of an FDI company in the article below.

Cases where it is necessary to change the business license of FDI companies

1. Cases of adjusting investment certificates

When a foreign invested company (FDI enterprise) changes one of the following contents, it is necessary to carry out procedures to adjust the investment certificate: 

• Name of investment project;
• Location of investment project implementation;
• Investment project scale;
• Project objectives;
• Duration of investment project;
• Project investment capital includes investor’s contributed capital and mobilized capital;
• Investor information such as name, address, email, phone number, email…;
• Project implementation progress includes capital contribution progress, capital mobilization progress, and progress in implementing project operational objectives.

2. Cases of changing business registration

A foreign-invested company must change its business registration (change its business registration certificate) when making changes to one of the following contents:

• Change of name of foreign-invested company;
• Change of company address;
• Increase/decrease charter capital;
• Add business lines;
• Change to a new legal representative or change the representative’s information;
• Change of company members or change of owner;
• Convert from LLC to JSC or vice versa.

3. When does an FDI company need to change both its investment certificate and business registration certificate? 

In case an enterprise is established with 100% foreign capital or an enterprise with foreign individuals or 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 and vice versa.

In case a foreign investor contributes capital to a Vietnamese company, this company is also called a foreign invested company, but does not have an investment certificate. Therefore, when the company wants to increase or decrease capital, add business lines, etc., the company only needs to complete procedures to change its business registration.

Procedures for changing business licenses of foreign-invested enterprises

Foreign-invested companies wishing to adjust or change the contents of their business licenses must carry out the following two procedures: 

• Step 1: Procedures for changing business registration;
• Step 2: Procedures for changing investment registration certificate. 

Depending on the province/city, the order of performing the above 2 procedures will be different. For example:

• In Hanoi: Change investment certificate first, change business registration later;
• In Ho Chi Minh City: Change business registration first, change investment certificate later.

1. Procedures for changing business registration of foreign-invested companies

The process of changing business registration content at the Department of Planning and Investment of the province/city for foreign-invested companies is similar to that of 100% Vietnamese-owned companies, including the following 3 basic steps:

➨ Step 1: Prepare documents to change business registration

Depending on the content that needs to be changed on the business registration certificate, such as increasing or decreasing capital, adding business lines or changing legal representatives, etc., the enterprise needs to prepare a set of documents to change business registration corresponding to each type of enterprise and the case of change.

>> Download details: Business license change application (directly and online) for each case.

➨ Step 2: Submit application

Enterprises can submit applications for changes in business registration and applications for changes in business registration contents in the following ways:

• Submit directly to the One-Stop Department – Department of Planning and Investment of the province/city where the company is headquartered;
• Send documents by post to the Department of Planning and Investment of the province/city where the company is headquartered;
• Submit application online at National Business Information Portal. 

Note:

When submitting this online application, businesses should note the following:

• Must scan all documents to pdf file;
• Must use business registration account or digital signature to submit application;
• In case of authorization to submit documents, a power of attorney must be submitted;
• A bank account is required to pay fees online.

➨ Step 3: Department of Planning and Investment processes the application and returns the results.

The Business Registration Office – Department of Planning and Investment will review the application for changing the business registration content and notify the results within 3 working days. Specifically:

• If the application is valid, the Business Registration Office will issue a notice to issue a new business registration certificate to the enterprise and set a date to return the results;
• If the application is invalid, the Business Registration Office will issue a notice requesting the enterprise to amend, supplement the application and resubmit within the required deadline.

2. Procedures for adjusting investment registration certificate

Enterprises carry out procedures to change investment certificates according to the following steps:

➨ Step 1: Prepare documents

Enterprises prepare a set of documents to adjust the investment certificate corresponding to the information that needs to be changed.

>> Reference and free download: Application for changing the content on the investment registration certificate.

➨ Step 2: Submit application

Depending on the investment project, the enterprise submits the application to one of the following two investment registration agencies:

• Enterprises submit applications for adjustment of investment certificates directly to the Investment Registration Office – Department of Planning and Investment of the province where the enterprise has its head office or where the investment project is implemented;
• In case the investment project is located in an industrial park, export processing zone, or high-tech zone of the province, the enterprise shall submit the application to the Management Board of the industrial park, export processing zone, or high-tech zone.

➨ Step 3: Process documents and return results

• The investment registration authority shall check the validity of the dossier and issue a notice on the issuance of a new investment registration certificate to the enterprise within 15 working days from the date of receipt of the dossier;
• In case the application for adjustment of investment certificate is invalid, the investment registration agency will issue a notice of refusal to grant the investment certificate or request the enterprise to amend, supplement the application and resubmit it within the required time limit;
• Enterprises should base on the appointment time to return the results to the Department of Planning and Investment to receive a new investment certificate or contact the Department of Planning and Investment to register to receive the license via postal service.

Service of changing business license of foreign-invested company

Changing and adjusting business information on investment certificates and business registration certificates for foreign-invested companies is relatively complicated and time-consuming. Refer to the service of changing business licenses of foreign-invested companies below to save time and money.

>> Learn more: Service of changing investment registration certificate.

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