Adjustment in Vietnam of Investment Certificate

Adjusting the Investment Certificate is a procedure performed at the investment registration agency to record changes in project content and changes of investors in the Investment Registration Certificate. According to the provisions of the Investment Law 2020, when the project or investor changes, the company must carry out procedures for adjustment in Vietnam of Investment Certificate.

Cases where the Investment Registration Certificate must be adjusted

• Change the name of the investment project.
• Change investor information, change investors.
• Changing the location of investment projects and land area used.
• Change the goals and scale of investment projects.
• Change in capital of investment projects (including investors’ contributed capital, i.e. increase or decrease in charter capital, and mobilized capital, i.e. increase or decrease in investment capital).
• Change the operating term of the investment project.
• Changes in investment project implementation progress, including:
  • Progress of capital contribution and mobilization of capital sources;
  • Progress in implementing the main operational objectives of the investment project. In case the investment project is divided into stages, the progress of each stage must be specified.
• Change the form of incentives, investment support, and application bases and conditions (if any).
• Change conditions for investors implementing investment projects (if any).

When an enterprise carries out procedures to adjust the Investment Certificate, it must also change the relevant content in the Enterprise Registration Certificate. For companies with Business Licenses, they also need to carry out procedures to change the Business License.

Authority to carry out procedures for adjustment in Vietnam of Investment Certificate

Department of Planning and Investment of the province where the company’s headquarters is located

• Investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones;
• Investment projects to develop infrastructure of industrial parks, export processing zones, high-tech zones, and investment projects in industrial parks, export processing zones, and high-tech zones in localities that have not yet established a Management Board industrial parks, export processing zones and high-tech zones.
• Investment projects implemented in many provinces and centrally run cities;
• Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, high-tech parks and economic zones.

Management board of industrial parks, export processing zones, high-tech zones and economic zones of the province where the company is headquartered

• Investment projects to develop infrastructure of industrial parks, export processing zones, and high-tech zones;
• Investment projects implemented in industrial parks, export processing zones, high-tech zones, and economic zones.

Dossier for adjustment of Investment Registration Certificate

(Applicable in normal cases, i.e. for projects that do not require an investment policy decision)

• Written request for adjustment of Investment Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on adjusting the investment project for institutional investors or equivalent documents for individual investors;
• Current investment registration certificate;
• The company’s financial statements are audited for the preceding year at the time of adjusting the Investment Certificate;
• Investment project proposal includes the following main contents: investor or form of investor selection, investment objective, investment scale, investment capital and capital mobilization plan, location, time deadline, implementation progress, information on current land use status at the project location and proposed land use needs (if any), labor needs, proposals for investment incentives, and impacts. impact, socio-economic efficiency of the project, and preliminary assessment of environmental impact (if any) according to the provisions of law on environmental protection. In cases where the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
• In case the investment project does not request the State to allocate land, lease land, or allow a change of land use purpose, submit a copy of land use rights documents or other documents determining the right to use the location for implementation. current investment project;
• Content explaining the technology used in investment projects for projects subject to appraisal and consultation on technology according to the provisions of the law on technology transfer;
• BCC contract for investment projects in the form of a BCC contract;
• Other documents related to the investment project, conditions, and capacity requirements of the investor according to the provisions of law (if any).
• Explain or provide documents related to adjusting the following contents:

In case of changing investor information:

The company needs to provide documents on the investor’s legal status related to the changed content:

• Certificate of operation of the parent company for institutional investors;
• Investor’s passport if the investor is an individual;

In case of a change in charter capital or investment capital of the project

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

• Investor’s most recent 2-year financial statements;
• Commitment to financial support from the parent company or;
• Commitment to financial support from a financial institution or;
• Guarantee of the investor’s financial capacity or;
• Other documents proving the investor’s financial capacity;

In case of changing the location of the investment project or the area of ​​land used:

The company needs to provide the following additional documents:

• Land lease contract, office rental to register project location;
• Certificate of land use rights of the lessor or investor or other alternative legal documents;
• In case of renting land or office from another enterprise, an additional Enterprise Registration Certificate of a lessor with real estate business lines is required.

Procedures for adjustment in Vietnam of Investment Certificate

Procedures for adjusting the Investment Registration Certificate without new members or shareholders

Procedures for adjusting the Investment Registration Certificate are carried out according to the following steps:

• Step 1: Carry out adjustment procedures and issue an Investment Registration Certificate (old investment project part) according to investment procedures;
• Step 2: Change relevant content on the Enterprise Registration Certificate.
• Step 3: Adjust or issue a new business license such as an international travel business license / Food safety establishment license / Foreign language center operation license, study abroad license / Business license (Only applicable to businesses that add additional lines of business to exercise the right to the retail distribution of goods, rent goods, and other lines of business as prescribed in Decree 09/2018/ND-CP) …

Procedures for adjusting the Investment Certificate when a new foreign investor contributes capital, purchases shares, or stakes to the company

• Step 1: The investor submits documents to the investment registration agency where the economic organization is headquartered to carry out procedures to register capital contributions, purchase shares, or stakes to Vietnamese companies;
• Step 2: Investors submit documents to the agency Business Registration to carry out procedures for recording investor information on the Enterprise Registration Certificate (In case the enterprise has not separated the Investment Certificate and Enterprise Registration Certificate, the separation procedure will be performed at the same time in step 2. The Enterprise Registration Certificate number is also the tax code of the issued enterprise);
• Step 3: In case the enterprise’s legal seal must be re-issued according to the information in the Enterprise Registration Certificate (ie the enterprise’s tax code) in accordance with the current record of the domestic enterprise.
• Step 4: Carry out procedures to adjust the Investment Certificate to update new investor information and adjust contents related to the investment project.
• Step 5: In case the investor adds conditional business lines and information on the Enterprise Registration Certificate, continue to carry out the procedure to change the Enterprise Registration Certificate at the business registration agency;
• Step 6: Apply for a business eligibility license for conditional business lines according to specialized legal regulations.

The time limit for implementing IRC adjustment procedures

Normally within 10 working days from the date of receipt of valid documents.

Note when adjusting the Investment Registration Certificate

For enterprises that have not yet carried out the procedure to separate the Investment Certificate into an Enterprise Registration Certificate, they must separate the Investment Certificate.

After an enterprise adjusts its Investment Certificate, it needs to carry out a number of procedures to avoid unwanted legal procedures as follows:

• If the enterprise changes to add new capital contributors, note that the new investor must contribute investment capital to the enterprise’s capital transfer account and pay attention to contribute on schedule according to the committed deadline according to the Registration Certificate. investment sign. In case the investor does not contribute capital on schedule as committed on the Investment Registration Certificate, the enterprise must carry out procedures to extend capital contribution and be fined according to the provisions of law.
• Enterprises should pay attention to the reporting procedures and reporting forms of the enterprise according to the recording content and investment reporting obligations of the enterprise (normally specified in Article 3 of the Investment Registration Certificate);
• For newly adjusted business lines, which are conditional business lines, businesses are required to ensure the conditions during operation.

Some questions related to procedures for adjustment in Vietnam of Investment Certificate

Is adjustment of the Investment Certificate required?

Investors carry out procedures to adjust the Investment Registration Certificate in case the investment project adjustment changes the content of the Investment Registration Certificate. Therefore, when changing the contents of an investment project, the Investment Registration Certificate must be adjusted. In case of failure to adjust the investment project, a fine of from 70,000,000 VND to 100,000,000 VND may be imposed. (Article 17, Decree 122/2021/ND-CP takes effect from January 1, 2022).

Does changing the investor’s name require an adjustment to the Investment Certificate?

According to the provisions of Article 47 of Decree 31/2021/ND-CP, in case of changing the name of the investor, it is necessary to carry out procedures to adjust the Investment Certificate.

Can investment capital be higher than charter capital?

Companies can register investment capital higher or equal to charter capital. Accordingly, charter capital is the capital committed to contributing by the investor, while investment capital includes the charter capital committed to contributing by the investor and the capital the investor mobilizes from outside such as borrowing from the parent company or from credit institutions or other mobilized capital sources. Note, that for loan investment capital, including loans from the parent company, the company needs to notify or register foreign loans with the state bank.

When must I change the Investment Registration Certificate?

According to the provisions of Article 41 of the Investment Law 2020, investors carry out procedures to adjust the Investment Certificate in case the adjustment of the investment project changes the content of the Investment Registration Certificate.

How long does it take to adjust the Investment Certificate?

According to the Investment Law 2020, the time to issue an adjusted Investment Certificate is 10 working days from the time the investment registration agency receives a valid application. Except for project name changes, investor name changes are 03 working days.

At what agency should the IRC be adjusted?

The investor submits the application to amend the Investment Certificate to the investment registration agency. The investment registration agency is the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones; or the Department of Planning and Investment of province/city.

How much does it cost to adjust the Investment Certificate?

Currently, foreign-invested enterprises do not have to pay fees or charges for the issuance of adjusted Investment Registration Certificates when carrying out procedures to adjust investment projects.

IRC adjustment service of Viet An Law Firm

• Viet An Law advises clients on conditions, documents, and procedures for adjusting Investment Certificates;
• Drafting legal documents for businesses related to content adjusted according to legal regulations and information provided by businesses;
• Authorized representative of the customer carries out procedures to adjust the Investment Certificate at competent state agencies;
• Monitor the process of processing documents by competent state agencies, explain to state agencies issues related to documents to adjust the Investment Certificate;
• Guide businesses to carry out legal procedures arising after adjusting the Investment Certificate;
• Consulting on granting and adjusting relevant sub-licenses after adjusting the Investment Certificate for businesses;
• Consulting on granting changes to the Business Registration Certificate after making adjustments to the Investment Certificate;
• Support legal issues arising during business activities for investors in Vietnam;
• Consulting on tax law procedures, accountant for foreign invested enterprises.

Customers who need to change or adjust IRC, please contact the Company directly for detailed advice and best support!