Adjust the investment registration certificates in Vietnam

As new updated, when enterprises performs the procedures for Adjust of Investment Registration Certificates of foreign-invested enterprises, they comply with the provisions of the Vietnamese Law  on Enterprise 2020, effective from January 1, 2021.   

The contents when there is a change of a foreign-invested company subject to modification of the investment registration certificate include:

• Change in investor confidence ;
• Change in corporate information ;
• Changes in investment project information related to objectives, scale,
• Change of location of investment project implementation;
• Change in investment form ;
• Change in investment capital ;
• Changing the time limit for implementing an investment project ;
• Change investor information, change investor;

At the same time, when the enterprise performs the procedures for adjusting the Investment Certificate, it must also change the relevant contents in the Certificate of Business registration.  

Profile implement procedures for adjusting registration certificates of investment in the case not to grant investment policy decisions include:   

• A written request for adjustment of Investment Certificate;
• Report on the implementation of the investment project up to the time of adjustment;
• The decision of the investor on the adjustment of the investment project for the investor being an organization or an equivalent document for the individual investor;           
• Explain or provide documents relating to the following modifications:

• • Investor’s legal status documents;           
  • Documents proving the financial capacity of investors including at least one of the following documents: financial statements 02 most recent years of the investors; commitment to the financial support of the parent company; commitment to the financial support of a financial institution; guarantees on investors’ financial capacity; other documents proving the financial capacity of the investor;           
  • Investment project proposal includes the following main contents: investor or investor selection form, investment objectives, investment scale, investment capital, and capital raising plan, location, deadline, implementation schedule, information on current land use at the project site, and proposed land use demand (if any), labor demand, a proposal for investment incentives, impacts, socio-economic efficiency of the project, preliminary environmental impact assessment (if any) following the law on environmental protection. In case the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal;        
  • In case the investment project does not request the State to allocate or lease land or to change the land use purpose, submit a copy of the land use right or other documents identifying the site use right to the implementation of investment projects;           
  • Explanation of technologies used in investment projects for projects subject to technology appraisal and consultation by the law on technology transfer;           
  • BCC contract for an investment project in the form of a BCC contract;           
  • Other documents related to the investment project, requirements on the conditions and capacity of the investor following the law (if any).           

The time limit for carrying out procedures for amending Investment Certificate 

Within 10 -15 working days.

Where to issue investment policy decisions. 

An investor whose investment project has been approved must carry out procedures for approval of investment policy adjustment if falling into one of the following cases:

• Change of objectives specified in the written approval of investment policy; adding targets subject to investment policy approval;        
• Change of the size of the area of ​​land used for more than 10% or more than 30 ha, change of the investment location;        
• A change in the total investment capital of 20% or more changes the scale of the investment project;        
• Extend the implementation schedule of an investment project with the total project investment duration exceeding 12 months in comparison with the investment project execution schedule specified in the first investment policy approval document;        
• Adjust the term of the investment project;        
• Change of appraised technology, consultation during the investment policy approval process;        
• Change of investor of an investment project approved for investment policy concurrently with investor’s approval before the project’s exploitation, operation, or change of conditions for the investor (if any).        

Competence to approve investment policy of the National Assembly

• The National Assembly approves investment guidelines for the following investment projects:
• An investment project that greatly affects the environment or potentially seriously affects the environment, including:        
  • Nuclear power plant;        
  • Investment projects requiring a change of land use purpose special-use forest, watershed protection forests and protection forests border of 50 hectares or more; protective forests for wind and sand shielding, and protection forests for wave and sea encroachment of at least 500 hectares; production forests of 1,000 ha or more;        
• An investment project requiring a change of the use purpose of land under wet rice cultivation for 02 crops or more with an area of ​​500 ha or more;        
• An investment project requiring relocation of 20,000 or more people in mountainous areas or 50,000 or more people in other regions;        
• An investment project that requires a special mechanism or policy to be decided by the National Assembly.        

Competence to approve investment policies of the Government

• The Prime Minister approves investment guidelines for the following investment projects:
• An investment project regardless of capital source falls in one of the following cases:     

• • Nuclear power plant;
  • An investment project requiring relocation of 10,000 or more people in mountainous areas or 20,000 or more people in other regions;
    • New construction investment project: airport, airport; runways of airports and airfields; the passenger terminal of the international airport; cargo terminals of airports and airfields with a capacity of at least 1 million tons/year;     
    •  New investment project in passenger transportation by air;     
    •  New construction investment project: a harbor, a harbor area of ​​a special seaport; ports, port areas with investment capital of 2,300 billion VND or more, belonging to seaports of class I;     
    • Oil and gas processing investment project;     
    • Investment projects dealing in betting and drinking (casino), excluding prize-winning video games for foreigners;     
    •  Investment Project construction of houses (for sale, for rent, for rent to buy), urban areas in the following cases: investment scale land use of 50 hectares or more or a size below 50 ha but with a population of 15,000 or more in urban areas; investment projects with a land-use area of ​​100 hectares or more or size of fewer than 100 hectares but with a population of 10,000 or more in non-urban areas; investment projects, irrespective of the size of the land area, population under the protected scope of relics recognized by competent authorities as national monuments or special national monuments;     
    • Project of investment in construction and infrastructure business of industrial parks and export processing zones;

• Investment projects of foreign investors in the field of telecommunications services business with network infrastructure, afforestation, publishing, journalism;        
• Investment project at the same time falling under the authority to approve investment policies of at least 02 provincial-level People’s Committees;        
• Other investment projects subject to investment policy approval or the Prime Minister’s investment decision following the law.        

Competence to approve the investment policy of the People’s Committee of the province

• Provincial-level People’s Committees approve investment guidelines for the following investment projects:
• Investment projects that request the State to allocate or lease land without auction, bidding, or transfer, investment projects that request permission to change the land use purpose, except for cases of land allocation. land lease, land use purpose change permission for households or individuals that are not required to obtain written approval from the People’s Committee of the province following the law on land;        
• Housing investment projects (for sale, lease, or lease-purchase), urban areas in the following cases: an investment project with a land-use size of fewer than 50 hectares and a population of less than 15,000. people in urban areas; investment projects with a land-use scale of fewer than 100 hectares and a population of fewer than 10,000 people in non-urban areas; investment projects, irrespective of the size of the land area, the population in the restricted area or the historic inner city (determined in the urban planning scheme) of the special-grade urban area;        
• Investment project on construction and trading of golf courses (golf);        
• Investment projects of foreign investors, foreign-invested economic organizations implemented in islands, communes, wards, and townships; coastal communes, wards, and towns; other areas affecting national defense and security.        
• For investment projects specified at Points 1, 2, 4 above, implemented in industrial parks, export processing zones, hi-tech zones, or economic zones following the planning approved by competent authorities. The Management Board of industrial parks, export processing zones, hi-tech parks, and economic zones shall approve the investment policy.        

Procedures for adjusting the investment registration certificate

• Step 1: Carry out the procedures for adjustment and grant of the investment registration certificate (the part of the old investment project) according to the investment procedures; 
• Step 2: Change the relevant content on the Certificate of Business registration.
• Step 3: Post business registration information on the National Business Registration Portal; 
• Step 4: Adjust or grant a new business license such as International travel business license / Food safety facility eligibility license / Foreign language center operation license, study abroad / Business license (Only applicable to enterprises adding a business line exercising the right to the retail distribution of goods, leasing goods, and industries as prescribed in Decree 09/2018 / ND-CP) …  

Note:

Enterprises that have not yet carried out the procedures for splitting their investment certificates into their business registration certificates must separate their investment certificates. 

In case of joint now invested abroad want to adjust the content with foreign investors in the form of investment capital contribution, purchase of shares, the company’s capital contribution shall be as follows:  

• Step 1: The investor submits application file at the investment licensing agency where the head office of the economic organization is located to register for capital contribution, share purchase, capital contribution to the company with foreign investment;
• Step 2: Investor applies to the business registration office to record investor information on the business registration certificate (In case the enterprise has not separated the investment certificate and certificate Receiving business registration will also carry out the separation procedure in step 2. The number of the business registration certificate is also the tax code of the enterprise that has been issued);
• Step 3: In case it is necessary to re-issue the legal entity seal of the enterprise according to the information of the Enterprise Registration Certificate (ex: the tax code of the enterprise) following the current record of the domestic enterprise.
• Step 4: Carry out the procedures for adjusting the investment certificate to update the information of the new investor and the adjusted contents related to the investment project.
• Step 5: If the investor adds a conditional business line, the information on the business registration certificate will continue to carry out the procedure for changing the certificate of business registration at the registry. business signing;   
• Step 6: Post business registration information on the National Business Registration Portal;
• Step 7: Apply for a Business Qualified License for a conditional business line following specialized laws.

(For enterprises that have not followed the procedures for splitting the Enterprise Registration Certificate, they must split the Investment Certificate into Investment Registration Certificate and Enterprise Registration Certificate).

Note: After the enterprise adjusts its investment certificate, it is necessary to carry out some procedures to avoid unexpected legal procedures as follows:

• If the enterprise changes with new capital contributors, it is necessary to note that the new investor must contribute capital to the enterprise’s capital transfer account and pay attention to contribute on schedule according to the committed deadline according to the posted certificate. investment signing. In case the investor fails to contribute capital on schedule as committed in the investment registration certificate, the enterprise must complete the procedures for capital contribution extension and be fined following the provisions of law.
• The enterprise should pay attention to reporting procedures and reporting forms of the enterprise according to the recognized contents and the investment reporting obligations of the enterprise (usually specified in Article 3 of the Investment Registration Certificate);
• For newly adjusted business lines, it is a conditional business line that requires enterprises to ensure the conditions in the course of operation.

 Services that adjust investment certificates of  Viet An Law Firm

• Viet An Law advises clients on conditions, dossiers, and procedures for adjusting investment certificates;
• Drafting legal documents for enterprises related to the regulated content and information provided by the enterprise;
• An authorized representative of the client performs the procedures to modify the investment certificate at the competent state agencies;
• Following up the process of accepting the application of the competent state agency, explaining to state agencies about matters related to the application for the adjustment of the Investment Certificate;
• Guide enterprises to carry out legal procedures arising after adjusting investment certificates;
• Counseling on granting and adjusting related sublicenses after adjusting investment certificates for enterprises;
• Counseling on changing the business registration certificate after adjusting the investment certificate;
• Support for legal issues arising in the course of doing business for investors in Vietnam;
• Consult about tax and accounting procedures for foreign-invested enterprises.