According to the Law on Investment 2014 which is effective from July 1st 2015, if foreign enterprises in Vietnam (mean those are established under the law of Vietnam and international agreements to which the Socialist Republic of Vietnam is a member) want to change any information on the Certificate of Investment Registration such as investor’s information, enterprise’s information, investment project’s information (objectives, scale, location, method, capital and duration), investors have the obligation to perform the procedures for adjustment of the Certificate of Investment Registration and the Certificate of Business Registration.
I – For an investment project which is not subject to a decision on investment policies. A dossier for adjusting the Certificate of Investment Registration includes:
– A written request for adjustment of the Certificate of Investment Registration;
– A report on project execution up to the date of requirement for project adjustment;
– A decision of investors on investment project adjustment;
– If investor is an individual: a copy of ID card or passport; If investor is an organization: a copy of the Certificate of establishment or equivalent paper which can certify the legal status;
– Investment proposal, which specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, request for investment incentives, assessment of socio-economic effects of the project;
– Copies of any of the following documents:
+ Financial statement of the last two years of the investor;
+ Financial support commitment of the parent company;
+ Financial support commitment of a financial institution;
+ Guarantee for investor’s financial capacity;
+ Description of investor’s financial capacity.
– Demand for land use: if the project does not use land allocated or leased out or permitted to change land purposes by the State, a copy of the lease agreement or other documents certifying the investor has the right to use that location to execute the project;
For the project use technologies on the List of technologies restricted from transfer: Explanation of application of technologies, which specifies: names of technologies, origins, technology-process diagram, primary specifications, conditions of machinery, equipment and primary technology line;
Duration of the adjustment procedures:
Within 10 working days from the day on which a valid dossier is received, the registry office shall adjust the Certificate of Investment Registration. In case the registry office refuse to do so, a written refusal providing explanation shall be made.
II – For an investment project which is subject to a decision on investment policies:
If the investment project is subject to a decision on investment policies, the registry office shall perform the procedures for issuance of a decision on investment policies before adjusting information relevant to investment objectives, location, prime technology, increase or decrease of investment capital by more than 10%, project duration, changes of investors or conditions applied to investors (if any).
If the investment project is subject to a decision on investment policies issued by the People’s Committees of provinces, a dossier for adjusting the Certificate of Investment Registration includes:
– A written request for permission for investment project execution;
– If investor is an individual: a copy of ID card or passport; If investor is an organization: a copy of the Certificate of establishment or equivalent paper which can certify the legal status;
– Investment proposal, which specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, request for investment incentives, assessment of socio-economic effects of the project;
– Copies of any of the following documents:
+ Financial statement of the last two years of the investor;
+ Financial support commitment of the parent company;
+ Financial support commitment of a financial institution;
+ Guarantee for investor’s financial capacity;
+ Description of investor’s financial capacity.
– Demand for land use: if the project does not use land allocated or leased out or permitted to change land purposes by the State, a copy of the lease agreement or other documents certifying the investor has the right to use that location to execute the project;
– For the project use technologies on the List of technologies restricted from transfer: Explanation of application of technologies, which specifies: names of technologies, origins, technology-process diagram, primary specifications, conditions of machinery, equipment and primary technology line;
– For the project executed under the Business Cooperation Contract: the Business Cooperation Contract.
Investors submit the dossier for a decision on investment policies to the registry office.
If the investment project is subject to a decision on investment issued by the Prime Minister:
Investors submit the dossier to the registry office where the investment project locates. A dossier includes:
– Documents (mentioned above) required for an investment project which is subject to a decision on investment policies issued by the People’s Committees of provinces;
– Land clearance and relocation plan (if any);
– Preliminary assessment of environmental impacts and environmental protection measures;
– Assessment of socio-economic effects of the investment project.
If the investment project is subject to a decision on investment issued by the National Assembly:
Investors submit the dossier to the registry office where the investment project locates. A dossier includes:
– Documents (mentioned above) required for an investment project which is subject to a decision on investment policies issued by the People’s Committees of provinces;
– Land clearance and relocation plan (if any);
– Preliminary assessment of environmental impacts and environmental protection measures;
– Assessment of socio-economic effects of the investment project;
– Proposed special polices (if any).
III – Procedures for adjustment of the Certificate of Investment Polices
According to the Law on Investment which is effective from July 1st 2015, Decree No. 118/2015 (providing detailed guidelines for the Law on Investment), Circular No. 16/2015/TT-BKHĐT (regulations on application forms for investment procedures and reporting forms on investment in Vietnam), the procedures for adjustment of the Certificate of Investment Registration in Vietnam include the following steps:
Step 1: Performing the procedures for adjustment of the Certificate of Investment Registration by separating the Certificate of Business Registration for the business registration information on the old Certificate of Investment Registration. The number of the Certificate of Business Registration is the tax registration number of the enterprise;
Step 2: Performing the procedures for adjustment and issuance of the Certificate of Investment Registration (for the old investment projects) according to the Law on Investment;
Step 3: Publishing the enterprise’s information on the National Business Registration Portal;
Step 4: Re-issuing the seal sample of the enterprise which matches the information on the Certificate of Business Registration (for example: the new tax registration number);
Step 5: Announcing the seal sample of the enterprise on the National Business Registration Portal.
In case a foreign enterprise adjust the information related to foreign investors who invest in the enterprise by contributing capital, buying shares or buying capital contributions, the procedures for adjustment of the Certificate of Investment Registration include the following steps:
Step 1: Investors submit the dossier to the registry office where the head-office of the enterprise locates to perform the procedures for capital contribution, shares purchase or capital contributions purchase;
Step 2: Investors submit the dossier to the business registry office to perform the procedures for record of investor’s information on the Certificate of Business Registration. If the enterprise has not separated the Certificate of Investment Registration and the Certificate of Business Registration, this requirement shall be performed at the same time. The number of the Certificate of Business Registration is also the tax registration number of the enterprise;
Step 3: Performing the procedures for adjustment of the Certificate of Investment Registration to update the information of new investors and the investment project;
Step 4: In case the enterprise supplement business lines or any other information on the Certificate of Business Registration, the procedures for adjustment of the Certificate of Business Registration must be performed at the business registry office as well;
Step 5: Publishing the enterprise’s information on the National Business Registration Portal;
Step 6: Re-issuing the seal sample of the enterprise which matches the information on the Certificate of Business Registration (for example: the new tax registration number);
Step 7: Announcing the seal sample of the enterprise on the National Business Registration Portal.
Notice: After adjusting the Certificate of Investment Registration, the enterprise shall follow some regulations mentioned below to avoid legal troubles:
– If the enterprise adjust the Certificate of Investment Registration to increase the charter capital which lead to a change in license tax, the enterprise shall declare the new license tax level and pay the additional license tax;
– If the enterprise admitted new capital contributors, they must contribute capital to the capital account of the enterprise and capital contribution duration must be complied with the promised duration as recorded in the Certificate of Investment Registration;
– The enterprise should pay attention to the procedures for report duties and report forms complied with the regulations on investment report duties of the enterprise (which are often regulated in Article 3 of the Certificate of Investment Registration);
– If the enterprise supplement new business lines which are subject to business conditions prescribed by the law, the enterprise should ensure to comply with these regulations.
If clients have any question please feel free to contact Kim Huc company. We are willing to give legal advice and support you during the procedures!
KIM HUC CONSULT AND TRADING COMPANY LIMITED
Add: C36-TT8, Van Quan, Dist Ha Đong, Ha Noi, VietNam
Phone: 024.3225.2641 Fax: 024.3225.2640
Hotline: 024.3225.2641 / 0943.980.222
Email: consultant@kimhuc.com
