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Adjusting the IRC in Vietnam

The procedures for adjusting the investment registration certificate is steps need to perform notify, register for issues the amend investment registration certificate to the investment registration authority about changing the contents of the investment projects.

In progress performing investment project, when arising change the contents of the investment registration certificate such as investor information, investment capital, investment progress,  location of investment project implementation, investment scale,… the investor have to perform the procedure register for adjusting the investment registration certificate to the competent state agency. In order for Clients can understand clearly the procedures for adjusting investment certificates, Viet An law firm will consult on the procedures for adjusting the investment registration certificate.

Legal basis

  • The law on investment 2020;
  • Decree 31/2021/NĐ-CP guiding the law on investment;
  • Circular 03/2021/TT-BKHĐT;

Some cases have to perform the procedure for adjusting the investment registration certificate

When the investor has changed one or more of the following contents, the investor has to perform the procedure for adjusting the investment registration certificate

  • Name of the investment project;
  • The investor information;
  • The investment project location implementation, area of ​​land use;
  • Objectives and scale of investment projects;
  • Investment project capital (including capital contribution and mobilized capital);
  • The time limit for implementing the investment project;
  • Project execution schedule, including:
    • Schedule for contributing and raising capital sources;
    • Schedule in implementing the main operational objectives of the investment project, schedule for implementing each stage (for the multi-stage investment project);

This content above is the main case that the investor has to perform the procedure for adjusting the investment project.

Steps to perform the procedure for adjusting the investment registration certificate

Step 1: Perform the procedure for adjusting and issuing the investment registration certificate according to the investment procedure.

The investment project is not subject to approval for its investment guidelines

Depending on the investment project that the document for adjusting the investment registration certificate includes:

  • An application form for adjustment of the investment project;
  • A report on investment project’s progress by the time of adjustment;
  • The investor’s decision on investment project adjustment for the investor is an organization or the equivalent documents for individual investors;
  • The current investment registration certificate;
  • Documents confirming full capital contribution up to the time of adjustment: 01 notarized copy Audited financial statements closest to the adjustment time or the confirmation of the bank on the investor make a full capital contribution.
  • Explanation or provide the document related to the adjustment contents as follows:
  • In case of change the location of the project: The documents on the headquarters including Head office lease contract, a notarized copy of the document proving the lessor’s right to lease (Certificates of land use rights, Construction permit, real estate business function of the lessor or equivalent documents);
  • In case of change the investment capital: confirmation of the bank on the investor make a full capital contribution (if the Financial statements do not show that the company has fully contributed capital); Confirmation of the bank or the document proving the additional capital contribution;
  • In case of changing the legal representative: A notarized copy of passport, confirmation of residence/notarized temporary residence card of the new legal representative;
  • In case of change the investor information, the investor’s representative: a copy with notarized: the new business registration certificate, the new passport or the equivalent documents have new information/ proving the change of information;
  • Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;
  • The business cooperation contract if the investment project is executed under a business cooperation contract;

For projects subject to investment policy decision

When adjusting the investment project, The investor that has an investment project whose investment guidelines have been approved shall follow procedures for approving the adjustment to the investment guidelines if falling into one of the cases specified in Clause 3, Article 41 of the Law on Investment 2020

The steps of performing the procedure for adjusting the investment registration certificate

Before submitting the documents, the investor declares online information about investment projects at the National Foreign Investment Information System (fdi.gov.vn). Within 30 working days from the day declare online, the investor has to submit a set of documents for adjusting the investment registration certificate to the investment registration authority.

The investment registration authority will print the document receipt from the System and delivery it to the investor when submitting the application.

In case the document is not valid, the investment registration authority shall notify the investor in writing of invalid contents within 03 working days from the date of receipt of the document for the investor to amend or supplement.

Within 10 working days from the day’s receipt of fully valid documents, the investment registration authority adjusts the investment registration certificate; in case of refusal to adjust that the investment authority has to notify in writing to the investor and state the reason.

Step 2: Change the related contents on the business registration certificate

In case the adjustment of the Investment Certificate changes the relevant information in the Certificate of Business Registration that the investor has to perform the procedure change business registration according to the law on business 2014.

Some notes:

  • In the case of an Investor’s proposal on adjusting the contents of the Investment Registration Certificate Registration leading to an investment project subject to a decision on investment policy, the investment registration authority performs the procedures for deciding on investment policies before adjusting the Investment Registration Certificate.
  • For the company has not been performed the procedure for separating the business registration certificate, the company have to perform separate the Investment Certificate into the Investment Registration Certificate and the Business Registration Certificate and remake a new seal
  • If the company adjusts its new business line to be a conditional business line, the company must ensure these conditions during its operation.

Authority competent to adjust the Investment Registration Certificate

The authority competent adjust the Investment Registration Certificate (the investment registration authority) including as follows:

  • Management boards of industrial parks, export-processing zones, hi-tech zones, and the economic zone shall issue, adjust and revoke investment registration certificates with regard to the investment projects located therein;
  • Departments of Planning and Investment shall issue, adjust and revoke investment registration certificates with respect to the investment projects outside industrial parks, export-processing zones, hi-tech zones, and economic zones
  • Investment projects that are executed in at least 02 provinces;
  • Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones, and economic zones;
  • Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones, or economic zones where the industrial park, export processing zone, hi-tech zone, or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.

Some questions related to the procedure for adjusting the investment registration certificate

How long does it take to submit the document for adjustment of the investment registration certificate?

The Law on investment 2020 and the guiding document do not stipulate the deadline to perform the procedures for adjustment of the investment registration certificate from the time of change. However, the company should perform procedures early to avoid the case where the state agency inspects that the project’s content changes are not consistent with the project’s content recorded on the investment registration certificate.

What is the penalty for not adjusting the investment registration certificate?

The investor performing the procedure for adjusting the Investment registration certificate in case of the adjustment of the investment project changes the contents of the investment registration certificate. A fine of VND 20.000.000 – VND 30.000.000 shall be imposed for any of the following violations: Failure to follow procedures for investment project adjustment

When have to change the investment registration certificate?

As stipulated at article 41 of the law on investment 2020, The investor shall follow procedures for adjusting the investment registration certificate if the adjustment to the investment project changes any content of the investment registration certificate.

How to do procedures to increase investment capital?

When changing the investment capital, the investor submits the document for adjusting the investment registration certificate. After having the adjusted investment certificate, the investor contributes enough capital to increase and make changes to the enterprise registration certificate.

Services of Adjustment the investment registration procedure of Viet An Law Firm

  • Viet An Law Firm will consult for Clients about conditions, documents, and the procedures for adjustment of the Investment Registration Certificate;
  • Draft and prepare a document for Clients with the information provided by Clients;
  • Represent for Clients when performing the procedures for adjustment of the Investment Registration Certificate at the state-authorized bodies;
  • Supervise the handling process of the state-authorized bodies, explain to the state-authorized bodies about any problem relevant to the dossier;
  • Provide enterprise guidelines for legal procedures incurred after the adjustment;
  • Consult about issuance or adjustment of the sub-licenses after adjusting the Investment Registration Certificate;
  • Support Clients to deal with any legal problem incurred during the business practices of the enterprise in Vietnam;
  • Consult about tax law, tax procedures, and accounting for foreign enterprises;
  • Regularly legal consult for foreign enterprises.

This content above is a consultant of Viet An Law Firm, the Client have any concern or need to use investment legal consulting services, please contact the Company directly for detailed advice and best support.

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