Adding Business Lines for Foreign-Invested (FDI) Companies in Vietnam

During business operations, investors may need to change their business strategies or expand their production and business activities, such as increasing capital, expanding operations, relocating to new business locations, or diversifying into other industries and occupations. When changing the business registration contents as mentioned above, the company must carry out the procedure of registering the changes to the business registration contents and adjusting the Investment Registration Certificate. In this article, Viet An Law will specifically about adding business lines for foreign (FDI) companies in Vietnam.

Conditions for adding business lines for foreign (FDI) companies in Vietnam

After the administrative merger, the conditions for adding business lines of FDI companies remain unchanged, specifically:

• Investment lines are business areas in which the company is permitted to operate under regulations on conditional business lines with restricted market access in the Law on Investment and relevant specialised laws.

• Investors are free to decide and take responsibility for the business lines added for business investment according to the provisions of this law and other relevant legal provisions.
• For some industries that require statutory capital, when changing or adding business lines, enterprises need to adjust capital to meet capital requirements.
• For changes to add to the registered business lines with conditions, it is necessary to apply for a business eligibility certificate, and foreign-invested companies also need to apply for a license before operating their business.
• Except for business lines in the Negative list for market access for foreign investors specified in Appendix I of Decree 31/2021/ND-CP, foreign investors are allowed to access the market as prescribed for domestic investors.
• Foreign investors are not allowed to invest in industries and professions that have not yet had market access as prescribed in Section A, Appendix I of Decree 31/2021/ND-CP.
• For business lines with restricted market access as prescribed in Section B, Appendix I of Decree 31/2021/ND-CP, foreign investors must satisfy the market access conditions posted as prescribed in Article 18 of this Decree.
• Market access conditions for business lines for which Vietnam has not committed to market access for foreign investors are applied as follows:
  • In cases where laws, resolutions of the National Assembly, ordinances, resolutions of the National Assembly Standing Committee, and decrees of the Government (hereinafter referred to as Vietnamese laws) do not contain provisions restricting market access for that industry or profession, foreign investors shall be allowed to access the market as prescribed for domestic investors;
  • In case Vietnamese law has provisions on restricting foreign investors’ access to the market in that industry or profession, the provisions of Vietnamese law shall apply.
• In case laws, resolutions of the National Assembly, ordinances, resolutions of the National Assembly Standing Committee, and decrees of the Government are issued (hereinafter referred to as newly issued documents) that have provisions on market access conditions for foreign investors in sectors and professions that Vietnam has not committed to market access for foreign investors, such conditions shall be applied as follows:
  • Foreign investors who have been subject to market access conditions as prescribed in the clause on market access commitments for foreign investors before the effective date of the newly issued document may continue to carry out investment activities under those conditions. In cases of establishing a new economic organization, implementing a new investment project, receiving a transfer of an investment project, contributing capital, purchasing shares, purchasing capital contributions of other economic organizations, investing in the form of contracts or adjusting or supplementing objectives, sectors and occupations that, according to the provisions of the newly issued document, must satisfy market access conditions for foreign investors, such conditions must be met. In this case, the competent state agency shall not reconsider the market access conditions for sectors and occupations for which the investor has previously been approved.
  • Foreign investors carrying out investment activities after the new document comes into effect must satisfy the market access conditions for foreign investors as prescribed in that document.
• Foreign investors carrying out investment activities in different business lines specified in Appendix I of Decree 31/2021/ND-CP must satisfy all market access conditions for those business lines.
• Regarding the competent investment regulatory body, after the administrative merger, the addition of business lines of FDI companies will have certain impacts on state investment management agencies compared to before the merger. Specifically, as follows:
  • Before the merger, FDI enterprises carry out procedures to add business lines mainly at the Department of Planning and Investment (DPI), where the enterprise registers its business. Related documents and procedures are primarily located at the business registration office of the DPI, under the provisions of the Enterprise Law and the Investment Law.
  • After the merger, the organisational structure of state management agencies may change according to the new structure of local or central government. In many cases, the Competition Management Department, the Ministry of Planning and Investment or higher-level agencies may assume the role of managing and supervising investment-related activities, especially for large projects or specific industries. Procedures for adding industries are still mainly carried out at the Department of Planning and Investment or provincial agencies, but there may be coordination or adjustment in terms of procedures, documents, and processing time.

Procedures for adding business lines for foreign (FDI) companies in Vietnam

Procedures for adding business lines of FDI companies must be carried out as follows:

• Change of Enterprise Registration Certificate.
• Adjustment of Investment Registration Certificate.

Detailed procedures for adding business lines of FDI companies are as follows:

Procedures for changing the Enterprise Registration Certificate of an FDI company

In case of a change of business lines, the enterprise shall send a Notice to the Business Registration Office where the enterprise has its head office. The business registration dossier includes the following documents:

• Notice of change in business registration content signed by the legal representative of the enterprise;
• Resolutions, decisions and copies of minutes of meetings of the Board of Members for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint stock companies; resolutions and decisions of the company owner for single-member limited liability companies on changes in business lines.
• Power of attorney for Viet An Law to carry out the procedure on your behalf.

Processing time is 03 – 06 working days from the date the Business Registration Office receives valid documents.

Adjusting the Investment Registration Certificate when it is necessary to add business lines

The dossier for adjusting the Investment Registration Certificate to add additional business lines includes:

• Document requesting adjustment of investment project;
• Report on the implementation of the investment project.
• Proposal for project implementation;
• Decision of Owner/Board of Members/General Meeting of Shareholders on adjustment of Investment Registration Certificate;
• Certified copy of the Enterprise Registration Certificate;
• Certified copy of Investment Registration Certificate already granted;
• Authorisation letter for Viet An Law to carry out procedures on behalf.

Time limit for processing documents: 10 working days from the date the Department of Planning and Investment receives valid documents.

Services of Viet An Law related to adding business lines for foreign (FDI) companies in Vietnam

• Consulting on conditions for adding business lines and professions according to relevant legal regulations
• Consulting on procedures for preparing documents for adding business lines and professions;
• Consulting and guiding investors in preparing necessary documents for doing business in conditional business lines and professions;
• Representing investors in working with competent state agencies of Vietnam in the process of implementing procedures for adjusting the types of licenses.

To ensure the process of adding business lines goes smoothly, enterprises need to comply with current legal regulations and carry out necessary procedures as required by competent authorities. If you have any needs, please contact Viet An Law for detailed instructions!