Adjustment procedure for Investment Registration Certificate in Vietnam

Investment Registration Certificate (formerly known as Investment Certificate or Investment License) is a legal document issued mainly to foreign-invested enterprises that from the beginning foreign investment capital contribution open a company in Vietnam. The content on the Investment Registration Certificate and the previous Investment Certificate are identical. However, based on current Investment Law and Enterprise Law, there are a number of things to keep in mind when carrying out procedures to change the Investment Registration Certificate as follows:

Adjusting the Investment Certificates under the old form

For enterprises that have not yet carried out the procedures to change (separate) the investment certificate into the Investment Registration Certificate and the Enterprise Registration Certificate, i.e. enterprises with foreign investment only have Investment Certificates (it can be said that these are enterprises that were granted Investment Certificates before July 1, 2015, and since then there has been no change), when the enterprise changes the contents related to 02 items on the old Investment Certificate including:

1. Change investment project content information and investor information: change investor information, transfer capital to another investor, investment project name, project scale target, change investment capital, change project implementation location, duration project and project implementation progress;
2. Change Enterprise registration information: Change company name, change company address, business type, change business lines, change charter capital, change legal representative.

Investors must carry out change procedures and at the same time change the Investment Certificate to Investment Registration Certificate. Accordingly, the newly issued Investment Registration Certificate will only contain content related to project content and investor information (only includes item 1 above). Section 2 mentioned above in the Enterprise Investment Certificate will be recorded in the Enterprise Registration Certificate (similar to a 100% Vietnamese-owned enterprise).

Cases where adjustment procedure for Investment Registration Certificate in Vietnam must be carried out

If an enterprise needs to change the following contents, it must carry out procedures to change the Investment Certificate including changing investor information, transferring capital to another investor, oil project name Investment, target scale of the project, change in investment capital, change in project implementation location, project duration, project implementation progress;

Cases where the procedure to change the Investment Registration Certificate is not required, but only the procedure to change the Enterprise Registration Certificate must be carried out at the Business registration office – Department of Planning and Investment where the enterprise is located.

Change company name, change company address, business type, change business lines, change charter capital, change legal representative.

Except in cases where the enterprise changes and adds conditional business lines for foreign investors, it is necessary to carry out procedures to submit documents to change the Investment Registration Certificate.

Adjustment procedure for Investment Registration Certificate in Vietnam

Step 1:

Draft and submit documents to change the Investment Registration Certificate at the Investment Department of the Department of Planning and Investment or the Industrial and Export Processing Zone Management Board depending on the enterprise’s issuing agency;

Duration: for normal content changes (ie registration documents): 10-15 working days. For documents changed according to verification procedures for issuance of Investment Registration Certificate: from 30 – 45 working days.

Step 2:

Change business registration documents (if there is relevant content).

Completion time is 03-05 working days

Step 3:

Publication of changes to business registration information: 01-03 working days.

Note: Enterprises can only carry out procedures to change the Investment Registration Certificate if they have fully contributed capital, have audited financial statements for the preceding fiscal year up to the time of change, and the company has fully implemented the procedures. Reporting obligations in accordance with the provisions of Article 3 of the Investment Registration Certificate.

Viet An Law Firm supports procedures for changing Investment Registration Certificates for businesses. If you have any difficulties, or problems or need consulting support, please contact Viet An Law for detailed advice.