Adjustment of Certificate of Business registration in Vietnam

Foreign-invested company making changes of Certificate of Investment registration is acquired to manage the below procedure:

Step 1: The company firstly needs to separate Certificate of Business registration and Certificate of Investment registration ( with the content of exclusive business registration).

The illustrated contents on Certificate of Business registration includes:

• Business registration number (tax code);
• Business organization's name;
• Address of headquarter;
• Charter capital;
• List of the company’s members/ the owner;
• Legal representative.

Whatever contents the company has decided to be adjusted, the company has to change Certificate of Business registration.

For business lines unwritten on Certificate of Business registration, the company must conduct procedure to notify of those changes in order to get confirmation of change of enterprise registration information.

The processing day for changing and issuing Certificate of Business registration is: 03 days, from the date valid dossier is submitted.

Step 2: Notifying business registration on National Business registration portal;

Step 3: Apply for reissuing the company’s seal according to new information on Certificate of Business registration.

Step 4: Notifying the company’s seal;

Step 5: Adjusting Certificate of Investment registration (the former project) pursuant to Law on Investment.

The illustrated contents on Certificate of Investment registration includes:

• Code of the project;
• Name and address of the investor;
• Name of the project;
• Location and area of the project;
• Objectives and scale of the project;
• Capital investment in the project (including the investor’s capital and raised capital), capital contribution and capital raising schedule;
• Duration of the project;
• Project execution schedule: schedule of infrastructural development and inauguration (if any); schedule of achievements of primary targets and items; targets, duration, and operations of each stage (if the project is divided into multiple stages);
• Investment incentives, support, and conditions (if any);
• Conditions applied to the investor (if any).

Whatever contents the company has decided to be adjusted, the company has to change Certificate of Investment registration. Foreign-invested company should catch notice that there are differences in procedure between required decision on investment policy or non required decision on investment policy project to be initiated from the competent authorities. As for projects that demand for investment policy, investors not only manage procedure which is resemble to non required investment policy project to adjust investment information but also need to conduct exclusive procedure for their projects.

An application for adjustment to the Certificate of investment registration, in case the project is not subject to issuance of a decision on investment policies:

• A written request for adjustment to the Certificate of investment registration;
• A report on project execution up to the date of project adjustment;
• A decision on adjustments to the investment project;
• A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).
• An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
• Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;
• Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
• Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of this Law, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
• The business cooperation contract (if the project is executed under a business cooperation contract).

With projects that do not need a decision on investment policies, the processing term is: within 10 working days from the day on which the satisfactory application, the registry office shall adjust the Certificate of investment registration. In case of rejection, the investors must be notified in writing and provided with explanation.

Notice: Business organization demands for adjustment to Certificate of Business registration since foreign investors contributes capital; buying shares, capital contribution, foreign investors register to contributes capital; buying shares, capital contribution in advanced. Thereafter, they continue applying for issuing Certificate of Business registration.

Viet An Law Firm would like to provide service to adjust Certificate of Investment registration:

• We would provide clients with true, complete conditions, dossiers and procedure of adjustment to Certificate of Investment registration;
• Compiling legal documents relating to adjusted information and provided information according to regulations;
• Being authorized party on behalf of clients to conduct procedure to adjust Certificate of Investment registration at the state-agencies;
• Supervising the mechanism of processing dossier at authorized state-agencies; submitting specification with the state-agencies regarding to adjusting investment information dossier;
• Mentoring clients to fulfill initiating legal procedure after adjusting investment information;
• Consulting, adjusting other relating licenses after adjusting investment information;
• Consulting, adjusting Certificate of Business registration after adjusting investment information;
• Assisting if there is any legal issue initiating in operating business in Vietnam;
• Consult clients procedure of tax and accountancy regulations for foreign-invested company;
• Consulting regularly legal advices for foreign-invested company.