Adjustment of investment certificate in Vietnam

Adjustment of investment certificate in Vietnam? Amendment of investment certificate is a procedure performed by the investment registration agency to record changes in projects and investors in the investment registration certificate. According to the provisions of the 2020 Investment Law, enterprises must carry out procedures for adjusting investment certificates if the project or investor changes.

Begin your journey of discovery regarding investment procedures in Vietnam, where opportunities await and success is not far away !

Do you need advice or support on what you are looking for ? For help setting up a business in Vietnam, investing, applying for temporary residence cards and visas, entry permits and work permits, please contact Vietnam Contact Luật Quốc Bảo .

Please contact hotline /zalo : 0763387788 .

Address : 528 Le Van Sy , District 14 , District 3 , Ho Chi Minh City

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If you need to adjust your investment registration certificate

In the case of adjustments to investment certificates under current law, the specific details are as follows:

• Rename the investment project .
• Change investor information and change investor .
• Change the location of the investment project, the area of \u200b\u200bland used .
• Changes in purpose and scale of investment projects .
• Changes in the capital of an investment project (including investor contributed capital, which means an increase or decrease in charter capital, and mobilized capital, which means an increase or decrease in invested capital) .
• Change the operating period of an investment project .
• Changes in the implementation progress of investment projects include :
  • progress in capital contributions and mobilization of financial resources ;
  • Progress in the implementation of the main operational objectives of the investment project. If the investment project is divided into stages, the progress of each stage should be clearly stated .
• Change the format of incentives, investment support, application grounds and conditions (if any) .
• Changes in the conditions (if any) for investors implementing investment projects .

When an enterprise carries out adjustment procedures for investment certificates, the relevant contents of the enterprise registration certificate must also be changed. If your company has a business license, you will also need to undergo procedures to change your business license.

Adjustment of investment certificate in Vietnam

Authority to carry out adjustment procedures for investment registration certificates

Planning and Investment Authority of the state where the company is headquartered

• Investment projects outside industrial parks, export processing zones, high-tech zones and economic zones .
• Investment projects related to infrastructure development of industrial parks, export processing zones, high-tech parks, and investment projects in industrial parks, export processing zones, high-tech parks in areas where no management committee has been established, technology zones .
• Investment projects implemented in many states and centrally run cities .
• Investment projects will be implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones and economic zones .

Management committee of industrial parks, export processing zones, high-tech zones, economic zones in the state where the company is headquartered

• Investment projects related to infrastructure development of industrial parks, export processing zones and high-tech zones .
• Investment projects implemented in industrial parks, export processing zones, high-tech zones and economic zones .

Documents regarding amendment of investment registration certificate

(Applies in the normal case, i.e. to projects that do not require an investment policy decision)

• A written request for an adjustment to an investment certificate .
• Report on the implementation of investment projects up to the time of adjustment .
• Investor’s decision on the adjustment of investment projects for institutional investors or equivalent documentation for individual investors .
• Current investment registration certificate .
• Financial statements of the audited company for successive years at the time of adjustment of the investment certificate .
• An investment project proposal mainly includes the following: investor or investor selection form, investment objective, investment size, investment funds and capital mobilization plan, location, deadline, implementation progress, project Information regarding the current status of the site and proposed land use. Land use demand (if any), labor demand, proposed investment incentives, impact activities, socio-economic efficiency of the project, preliminary assessment of environmental impacts in accordance with environmental protection laws (if any). If the Construction Law provides for the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal .
• If the investment project does not require permission from the State to allocate or lease land or change the purpose of land use, copies of land use rights documents or other documents determining site use rights shall be made for implementation purposes. must be submitted to. investment project .
• Explanation of the technology used in the investment project, which is subject to technology evaluation and consultation based on the Technology Transfer Act .
• BCC contract for investment projects in the form of BCC contract .
• Other documents related to the investment project, requirements regarding the investor’s conditions and capabilities as provided by law (if any) .
• Providing instructions or documentation regarding the following adjustments :

If there is a change in investor information:

The company must provide documentation regarding the legal status of the investor in relation to the change.

• Parent company operating certificate for institutional investors .
• If the investor is an individual, the investor’s passport .

When changing the project capital or investment funds

Documents proving the investor’s financial ability include at least one of the following documents:

• Investor’s financial statements for the past two years .
• the parent company’s commitment to financial support, or;
• a commitment to financial support from a financial institution, or;
• Guaranteeing the financial ability of the investor, or;
• Other documents proving the investor’s financial ability .

When changing location for the implementation of an investment project, the land area used :

The company must submit the following additional documents:

• Land lease agreement or office lease agreement to register the location of the project .
• A certificate of land use rights or other alternative legal document for the lessor or investor .
• When renting land or offices of other companies, it is necessary to submit an additional business registration certificate of the lessor with real estate business functions .

Investment certificate adjustment procedure

Steps to adjust investment registration certificate without new members or shareholders

The procedure for adjusting the investment registration certificate is as follows:

• Step 1: Perform the adjustment procedure according to the investment procedure and issue the investment registration certificate (formerly the investment project part) .
• Step 2: Modify the relevant details of your business registration certificate .
• Step 3: Adjust or issue new business licenses such as: International Travel Business License / License to Qualify Food Safety Facilities / License to Operate Foreign Language Centers, Study Abroad License / Business License (Companies with Additional Businesses) (applicable only to) rights in the retail distribution of goods, leasing of goods and other areas of business as provided for in Decree 09/2018/ND-CP)…

Procedures for adjusting investment certificates when a new foreign investor invests, purchases shares, or makes capital contributions to a company

• Step 1: Investors submit an application file to the investment registration agency headquartered by the economic organization and complete the registration procedures for investing in, purchasing shares in , and making investments in foreign-invested enterprises .
• Step 2: The investor submits an application to the Registrar of Companies and completes the procedure for recording investor information in the company registration certificate (unless the company has separated the investment certificate and the company registration certificate) ). Perform the separation procedure in step 2 at the same time. The business registration certificate number is also the granted company’s tax identification number) .
• Step 3: If the company’s corporate seal needs to be reissued according to the current records of the domestic company and according to the information in the company registration certificate (i.e. the company’s tax code) .
• Step 4: Perform the investment certificate adjustment procedure to update the new investor’s information with any adjustments related to the investment project .
• Step 5: If the investor implements additional conditional business areas, the business registration certificate will continue to be modified at the business registration authority based on the information in the business registration certificate .
• Step 6: Apply for a conditional business field business license in accordance with specialized legislation .

Deadline for adjustment procedures for investment securities

ships within 10 business days from the date of receipt of valid documentation .

Notes on adjusting investment registration certificate

• Companies that have not yet taken steps to separate investment certificates into business registration certificates must complete the steps to separate investment certificates .
• After a company adjusts its investment certificate, it must carry out a number of procedures to avoid unintended legal proceedings, including :
• If the company is changed and there are new capital contributors, the new investors will be required to contribute their investment capital to the company’s capital transfer account and ensure that they contribute on time according to the deadlines promised under the registration certificate. You need to be careful. signature. If an investor fails to make a capital contribution as scheduled in the investment registration certificate, the enterprise must carry out capital extension procedures and will be fined according to the provisions of the law .
• Companies should take note of the company’s reporting procedures and reporting formats, depending on the content of the records and the company’s investment reporting obligations (usually set out in Article 3 of the investment registration certificate) .
• For new adjustment business fields, which are conditional business fields, companies need to secure operating conditions .

Adjustment of investment certificate in Vietnam

Written request for adjustment of investment certificate

the Socialist Republic of Vietnam

Independence – Freedom – Happiness

Investment registration certificate / investment certificate / investment license / business license adjustment proposal

Dear : Investment Registration Bureau The investor requests adjustment of the investment project as follows : I. Investor

First investor :

a) To all individual investors Name (please enter full name in capital letters): ………… Gender: ………… Date of birth: …….. ./…. …/………… . Nationality : ……………………… ..Identification card / passport number : ……………………….. … .Date range : …. /…. / … .Issuer : … ………………………………………………………… .Other identity verification documents ( if you do not have an ID card): ……………… Number of identity verification documents: …… …………………… ……………………… .Issued on the day: ………… /…. / … ..Expiration date: . …. /…. /…. .

Place of issue : … .Domicile : ………………………………………………………

Current residence: ………………………………………………………

Phone : ………… .Fax : …………………… .Email : ……………………

b) If the investor is a company or organization: Company/organization name: ………………………………………… ………………………………………… Decision of establishment or business registration certificate number / company or company code or investment license number / investment certificate / investment registration certificate : …………………………………………………………………………… ..date range. …………………………………………………………………………… ..Funding agency : …………….

Office address: …………………………………………………………………………….. …………………………………………… Telephone : Fax: … … Email: …………… Website: ………..

Information about the legal representative of the company / organization registering the investment . Includes:

Full name (please write full name in capital letters): ………………………………… ..Gender: ….. .Job title :…………………… Date of birth : …./… …../…… .Nationality : ……… Identification Card / Passport Number : . … …………………………………

Date and place of publication : ……………………………………………………….

Permanent address: ……………………..…………………………………………………… Current place of residence: ……………………………… ……………………………………………..

Phone : ………… .Fax : …………………… .Email : …………

2. Subsequent investors: Declaration information is the same as for the first investor
3. Adjustment details : Proposal to adjust the investment project ….( project name )….. with the following contents :
4. Investment registration certificate/investment certificate/investment license/business license granted:

2. Adjustment details:

2.1. Amendment 1: – Contents stated in the investment registration certificate / investment certificate / investment license / business license : ………………………………….. ……

–Registration has been changed to : …………………………………………………………………. ……

– Reason for adjustment : ………………………………………………………. ………………………………………………………………… ………….. ……

2.2. Adjustments after ( same as adjustment 1 ):

3. Documents related to the adjustment (if any) .

III. The investor / business entity undertakes : a) Regarding the accuracy of the contents of the investment documents ; b) Strictly complying with the provisions of Vietnamese law and the provisions of the investment registration certificate.

1. Attached documents
2. Documents specified in Clause 2, b, c, d of Article 40 of the Investment Law .
3. Copy of investment registration certificate/investment certificate/investment license/operating license granted. Date of Work ……., Date ……Month ……..…… Investor Each Investor shall sign and indicate full name, title and seal (if any) .

Some questions regarding the investment certificate adjustment process

Specific questions regarding investment certificates include:

Is it compulsory to amend the investment certificate ?

If the contents of the investment registration certificate are changed due to adjustment of the investment project, the investor shall carry out the procedure for adjustment of the investment registration certificate.

Therefore, if the contents of the investment project change, the investment registration certificate must be adjusted.

Failure to coordinate investment projects can result in fines ranging from VND70,000,000 to VND100 million. ( Article 17 , Decree 122 /2021/ND-CP comes into force from January 1 , 2022 ) .

Does changing the investor name require an adjustment to the investment certificate ?

Change of investor in investment certificate: According to Article 47 of Decree 31/2021/ND-CP , if the name of the investor is changed, it is necessary to carry out adjustment procedures for investment certificate.

Can investment capital be higher than charter capital ?

Adjustment of investment securities for capital increase

It is possible to register investment capital greater than the articles of incorporation capital. Therefore, charter capital is the portion of capital that investors have promised to contribute, and investment capital consists of the charter capital that investors have promised to contribute and additional capital that investors mobilize from outside, such as borrowings from the parent company. Masu. or from credit institutions or other mobilized sources of capital.

Please note that when borrowing investment funds, including loans from parent companies, companies must notify or register foreign loans with state-owned banks.

When should I change my investment registration certificate ?

41 of the 2020 Investment Law , if the contents of the investment registration certificate are changed due to adjustment of the investment project, the investor must complete the procedure for adjustment of the investment certificate.

How long does it take to reconcile an investment certificate ?

2020 , the period for issuing adjusted investment certificates is 10 business days from the date on which the investment registration authority receives a valid application . Except for project name changes, investor name changes will be made within 3 business days.

Which institution will amend the investment registration certificate ?

The investor submits an application for adjustment of the investment certificate to the investment registrar. The investment registration agencies are: Management committees for industrial parks, export processing zones, high-tech parks and economic zones. or a state / municipal planning and investment department.

How much does it cost to amend an investment certificate ?

Currently, foreign-invested enterprises do not need to pay the issuance fee for the adjustment investment registration certificate when carrying out adjustment procedures for investment projects.

Address change on investment certificate ?

Address change procedure for investment registration certificate

Foreign-invested enterprises operating under an investment registration certificate must complete project location change procedures when relocating their head office address to another location. Conditions for applying for an investment registration certificate adjusted due to a change in project implementation location include:

✔We have completed the procedures for changing business registration details and changing tax information due to the relocation of our head office.

✔Our company strictly adheres to the provisions of investment law and strictly adheres to the investment registration contents specified in the investment registration certificate.

✔The company will present documentation of legal use and ownership at the proposed project implementation site.

✔ The new project location is appropriate for the purpose and scale of the approved project.

15 business days from the date of submission of complete and valid documents , the investment management institution will issue an adjusted investment registration certificate to the company.

Documents for changing the location of the project on the investment registration certificate include:

• Application for amendment of investment registration certificate .
• Proposal of an investment project on a new project site .
• Copies of lease agreements and legal documents for the new project site .
• Copies of audited financial statements for the past two years .
• Report on project activities up to coordination registration .
• A copy of the new business registration certificate and the issued investment registration certificate .

What if a foreign company changes its headquarters or changes the location of its investment project?

✔For foreign-funded enterprises operating in the field of manufacturing and processing of products, the procedure for relocating the factory must be associated with the explanation of plans for adjusting the scale of production, ensuring environmental protection, schools, and fire protection. Therefore, before concluding a rental contract, it is necessary to check the conditions of the new location to ensure that you do not become unable to use the property even after renting it, or become unable to relocate after renting it. Furthermore, as an investment consulting lawyer, from extracting investment management information in SKHDT/ Industrial Park Management Committee to confirming the legality of the factories and warehouses to be leased, we must be specific and careful to check the legal text. We recognize what needs to be done. document.

✔For product distribution companies, changes in the project implementation location on the investment registration certificate often result in additional procedures such as reissuance of the product distribution business license, changes to the public notice sheet for imported cosmetics, etc. These are important These sublicenses have a direct impact on the company’s daily operations, so detailed planning in terms of time is required to avoid interruptions.

✔If you are changing the location of your project at the same time as relocating your headquarters, you will need to register to change the VAT invoice form you are using.

Quoc Bao Law Firm’s Investment Certificate Adjustment Service

• Quoc Bao Law advises clients on the conditions, documents and procedures for adjusting investment certificates .
• Drafting legal documents for companies regarding legal provisions and adjustments to be made based on information provided by the company .
• An authorized representative of the customer will carry out the procedure for amending the investment certificate at the competent state agency .
• Monitor the acceptance process of documents by the competent state agencies and brief them on issues related to documents for adjustment of investment certificates .
• Guiding enterprises to carry out the legal procedures that will occur after adjustment of investment certificates .
• After adjusting a company’s investment certificate, we advise on the issuance and adjustment of related sublicenses .
• Advise on amended issuance of business registration certificate after adjustment of investment certificate .
• Support for legal issues that arise during the course of business activities for Vietnamese investors .
• and accounting procedures for foreign-invested companies .

Begin your journey of discovery regarding investment procedures in Vietnam, where opportunities await and success is not far away !

Do you need advice or support on what you are looking for ? For help setting up a business in Vietnam, investing, applying for temporary residence cards and visas, entry permits and work permits, please contact Vietnam Contact Luật Quốc Bảo .

Please contact hotline /zalo : 0763387788 .

Address : 528 Le Van Sy , District 14 , District 3 , Ho Chi Minh City

Facebook fan page : https://www.facebook.com