Dossier for Investment Certificate Amendment in Vietnam

During the operational process, foreign-invested investment projects in Vietnam often need to adjust their Investment Registration Certificate to suit actual development needs, such as increasing investment capital, changing location, business lines, operating period, or investor information. Preparing complete documents in accordance with legal regulations is an essential step for the adjustment to be approved by state agencies quickly and efficiently, following established procedures. In the article below, Viet An Law will help investors understand the components of the dossier for Investment Certificate amendment in Vietnam.

Dossier for Investment Certificate Amendment in Vietnam

Dossier components

Documents relating to the adjustment of the contents include:

• In case of change of investor: Documents on legal status of the investor;
• In case of change of project name, objectives and scale: Document explaining the change content with relevant supporting documents (if any);
• In case of changing the location of the investment project: for locations that do not request the State to allocate land, lease land, or allow change of land use purpose, submit copies of documents on land use rights, new headquarters lease contract and other documents related to the address (documents on construction, fire prevention and fighting, etc.);
• In case of change in investment capital: Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; commitment to financial support from the parent company; commitment to financial support from a financial institution; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;
• In case of change in project implementation period: Document explaining the change, expected business plan for the project implementation period after adjustment, along with relevant supporting documents (if any);
• In case of change in project implementation progress: Document explaining the change content with relevant supporting documents (if any);
• BCC contract for investment projects in the form of BCC contracts;
• Other documents related to the investment project, requirements on conditions and capacity of investors according to the provisions of law (if any).

Number of adjusted dossiers according to the provisions of Decree 31/2021/ND-CP guiding the implementation of some articles of the Law on Investment

• For cases not subject to approval for investment policy adjustment: Investors submit 01 set of dossiers to the Investment registration authority.
• In case of adjusting investment projects under the Prime Minister’s authority to approve investment policies: Investors submit 08 sets of dossiers to the Ministry of Finance
• In case of adjusting investment projects under the authority of the provincial People’s Committee to approve investment policies: Investors submit 04 sets of dossiers to the Investment registration authority.
• In case of adjusting investment projects under the authority of investment policy approval of the Management Board of industrial parks, export processing zones, high-tech zones, economic zones: Investors submit 04 sets of dossiers to the Management Board of industrial parks, export processing zones, high-tech zones, economic zones.

Notes:

• In case the Investment Registration Certificate does not record the full contribution of investment capital, when applying for investment project adjustment, one of the following documents must be submitted:
  • Latest audited financial statements up to the date of adjustment
  • Confirmation of the direct investment capital account showing full investment capital contribution.
• Investors must submit confirmation of having submitted their investment reports online on the national information system on foreign investment.
• In case of investment project adjustment related to changing the name of the investment project, the name of the investor in the Investment Registration Certificate, the investment project adjustment dossier includes: Document requesting adjustment of the Investment Registration Certificate.

• Sample documents in the dossier can be found in Circular 03/2021/TT-BKHĐT regulating forms related to investment activities.
• The investor shall prepare and submit to the investment registration agency and the focal agency performing investment supervision and evaluation work of the locality where the investment project is implemented a Supervision and Evaluation Report before adjusting the project according to the provisions of Decree 29/2021/ND-CP;

Types of dossiers in some specific cases

Investor information adjustment dossier

• Document requesting the adjustment of the investment project;
• Report on the implementation of the investment project up to the time of adjustment;
• Decision of the investor on the adjustment of the investment project;
• Copy of the granted Investment Registration Certificate;
• Document on legal status of the investor;

Project location adjustment dossier

• Document requesting the adjustment of the investment project;
• Report on the implementation of the investment project up to the time of adjustment;
• Decision of the investor on the adjustment of the investment project;
• Copy of granted Investment Registration Certificate;
• Location lease contract; Notarized land use right certificate/or Land allocation decision, construction decision.

Investment capital adjustment dossier

• Document requesting the adjustment of the investment project;
• Report on the implementation status of the investment project up to the time of adjustment;
• Decision of the investor on the adjustment of the investment project;
• Copy of issued Investment Registration Certificate;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; financial support commitment of the parent company; financial support commitment of a financial institution; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;

Investment field adjustment dossier

• Document requesting the adjustment of the investment project;
• Report on the implementation status of the investment project up to the time of adjustment;
• Decision of the investor on the adjustment of the investment project;
• Copy of issued Investment Registration Certificate;

Some related questions

Which investment registration agency has the authority to adjust the certificate?

Previously, for Investment Registration Certificates of investment projects located outside industrial parks, export processing zones, high-tech zones, or economic zones, the Department of Planning and Investment of the province and city had the authority. However, after the merger, the Department of Planning and Investment has now been merged with the new Department of Finance. For Investment Registration Certificates of investment projects located in industrial parks, export processing zones, high-tech zones, or economic zones, the authority belongs to the Management Board of the industrial park, export processing zone, high-tech zone, or economic zone.

Note that the competent authority to adjust the investment certificate is the investment registration authority located at the place where the investment project is directly implemented, or at the place where the executive office for the investment project is expected to be located for projects

• Investment projects implemented in at least 02 provinces or more
• Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech zones, and economic zones
• Investment projects located in industrial parks, export processing zones, high-tech zones, or economic zones that do not have a Management Board, or are not within the management scope of the Management Board

What documents are required for the legal status of the investor?

Documents on the legal status of the investor are valid copies of personal identification documents or documents confirming the establishment and operation of the economic organization, including:

• For individual investors who are Vietnamese citizens, the legal status document is a valid copy of one of the following documents:
  • Identity Card
  • Citizen Identification Card
  • Valid Passport
  • Other personal identification documents for individuals
• For individual investors who are foreign citizens, the legal status document is a valid copy of one of the following documents:
  • Valid passport
  • Other personal identification documents for individuals
• For Investors who are legal entities, documents on legal status include:
  • Valid copy of Enterprise Registration Certificate/Certificate of Establishment/Decision on Establishment/Other documents of equivalent legal value for the organization.
  • Valid copy of documents on the legal status of the legal representative of the legal entity;

What dossiers prove the investor’s financial capacity?

Documents proving the investor’s financial capacity include one of the following:

• Financial statements of the last 2 years
• Audit report of the investor’s equity
• Commitment to financial support from the parent company
• Commitment to financial support from the financial institution
• Guarantee of the investor’s financial capacity
• Document explaining the investor’s financial capacity.

In case the investor is an individual, a bank account balance confirmation should be used.

Does the dossier for Investment Certificate amendment in Vietnam need to include the audited financial report of the project implementing organization?

In case the Investment Registration Certificate has not recorded the full contribution of investment capital, when applying for investment project adjustment, it is necessary to submit: The most recent audited financial report up to the time of adjustment or Confirmation of the direct investment capital account showing the full contribution of investment capital.

Customers interested in the service of drafting the dossier for Investment Certificate amendment in Vietnam, please contact Viet An Law directly for detailed advice.