Adjust the investment registration certificate in Vietnam

Adjustment of investment certificate is an administrative procedure that must be carried out at the investment registration agency to record the contents of the project, change investors in the investment registration certificate.  According to the Vietnamese Law on Investment 2020, when adjustment, the company must carry out procedures to adjust the investment certificate.

The contents when there is a change of foreign-invested company must adjust the investment registration certificate

• The name of the investment project.
• Location of an investment project, area of land-used.
• Objectives, the scope of investment projects.
• Investment capital of the investment project (including the investor’s contribution and the mobilized capital).
• Duration of operation of the investment project.
• Progress of investment projects, including:
• Progress of capital contribution and mobilization of capital sources;
• The progress of the implementation of the main operational objectives of the investment project, in case the investment project is divided into each phase, must specify the progress of each phase.
• Forms of incentives, investment support, and grounds and conditions apply (if any).
• Conditions for investors to implement investment projects (if any).

At the same time, when the enterprise implements the procedures for adjusting the Investment Certificate, it is also required to change the relevant contents in the Enterprise Registration Certificate.

Dossiers for adjustment of investment registration certificates in case they do not have to issue investment policy decisions

• A written request for adjustment of the Investment Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on the adjustment of the investment project for the investor who is an organization or equivalent document for the investor who is an individual;
• Current investment registration certificate;
• Explain or provide documents related to the adjustment of the following:
• Documents on the legal status of investors;
• Documents proving the financial capacity of the investor include at least one of the following documents: the financial statements of the investor in the last 02 years; commitment to the financial support of the parent company; commitment to the financial support of financial institutions; guarantee of the investor’s financial capacity; other documents proving the financial capacity of the investor;
• The investment project proposal includes the following main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current status of land used at the project’s implementation site and proposal of land-used needs (if any), labor demands, proposals for investment incentives, impacts, socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) by the law on environmental protection. In case the law on development provides for the preparation of pre-feasibility study reports, investors may submit pre-feasibility study reports instead of investment project proposals;
• In case the investment project does not request the State to assign land, lease land, allow the transfer of land use purposes, it shall submit a copy of papers on land use rights or other documents determining the right to use the place for the implementation of the investment project;
• Contents of explanation of the technology used in investment projects for projects subject to appraisal and opinions on technology by the law on technology transfer;
• BCC contracts for investment projects in the form of BCC contracts;
• Other documents related to investment projects, requirements on the conditions, and capacity of investors by law (if any).

The time limit for adjustment of investment certificates

Within 10 working days from the date of receipt of valid dossiers.

In case of adjustment of investment certificates, decisions on investment guidelines must be issued

Investors whose investment projects have been approved must carry out the procedures for approving the adjustment of investment policies if they fall under one of the following cases:

• Change of objectives specified in the written approval of investment policy; supplementing objectives subject to investment policy approval;
• Change the size of the land used by more than 10% or over 30 hectares, change the investment location;
• Changes in total investment capital of 20% or more change the size of investment projects;
• Prolong the progress of the implementation of the investment project, the total investment time of the project exceeds 12 months compared to the schedule of implementation of the investment project specified in the written approval of the first investment policy;
• Adjustment of the operating term of the investment project;
• Technological changes have been appraised and consulted during the approval process of investment policies;
• Change the investor of the investment project approved investment policy at the same time as the investor approval before the project exploits, operates, or changes the conditions for the investor (if any).

Authority to approve the Investment Policy of the National Assembly

• The National Assembly approves the investment policy for the following investment projects:
• Investment projects that greatly affect the environment or potentially seriously affect the environment, including:
• Nuclear power plant;
• The investment project requires the change of purpose of using special-use forest land, headstream protection forest, border protection forest of 50 hectares or more; wind protection forests, flying sand shields and wave protection forests, encroaching on the sea of 500 hectares or more; forest production of 1,000 hectares or more;
• The investment project requires the transfer of the purpose of using rice and water land from 02 or more crops with a scale of 500 hectares or more;
• The investment project requires migrants to resettle 20,000 or more people in mountainous areas, 50,000 or more in other regions;
• Investment projects that require the application of special mechanisms and policies need to be decided by the National Assembly.

Authority to approve the Government’s investment policy

• The Prime Minister approves the investment policy for the following investment projects:
• The investment project does not distinguish the source of capital in one of the following cases:
• The investment project requires migrants to resettle 10,000 or more people in mountainous areas, 20,000 or more in other regions;
• New construction investment projects: airports, airports; take-off and landing routes of airports and airfields; passenger terminal of an international airport; cargo terminals of airports and airfields with a capacity of 01 million tons/year or more;
• New investment project in passenger transport by air;
• New construction investment projects: ports, harbors under special seaports; ports and harbors with investment capital of 2,300 billion VND or more belong to Type I seaports;
• Oil and gas processing investment projects;
• Investment projects with betting business, canoe(casino), except for the business of video games with bonuses for foreigners;
• Investment projects for housing construction (for sale, lease, lease purchase), urban areas in the case of investment projects with the land-used scale of 50 hectares or more or less than 50 hectares but population size of 15,000 people or more in urban areas; investment projects with land use scale of 100 hectares or more or less than 100 hectares but population size of 10,000 or more people in non-urban areas; investment projects regardless of the size of land area and population within the scope of protection of relics recognized by competent authorities as national monuments and special national monuments;
• Investment projects on construction and business of infrastructure of industrial parks and export processing zones;
• Investment projects of foreign investors in the field of a telecommunication services business with network infrastructure, reforestation, publishing, press;
• The investment project is simultaneously under the competence to approve investment policies of 02 or more provincial-level People’s Committees;
• Other investment projects fall under the competence of the Prime Minister to approve investment policies or investment decisions by law.

Authority to approve investment policies of provincial-level People’s Committees

• The Provincial People’s Committee approves the investment policy for the following investment projects:
• Investment projects that request the State to assign land, lease land without auction, bidding or receipt of transfer, investment projects with proposals to allow the transfer of land use purposes, except for cases of land allocation, land lease, permits to change the purpose of land use of households, individuals who are not subject to the written approval of provincial-level People’s Committees by the law on land;
• Investment projects for housing construction (for sale, lease, lease purchase), urban areas in the following cases: investment projects with a land-use scale of fewer than 50 hectares and population size of fewer than 15,000 people in urban areas; the investment project has a land-use scale of fewer than 100 hectares and has a population size of fewer than 10,000 people in non-urban areas; investment projects regardless of the size of land area, the population in restricted areas of development or historic inner cities (defined in urban planning projects) of special types of urban areas;
• Investment projects on construction and business of golf courses;
• Investment projects of foreign investors or foreign-invested economic organizations shall be implemented in islands and border communes, wards, and towns; coastal communes, wards, and towns; Other areas that affect defense and security.
• For investment projects specified in points 1, 2, and 4 above in industrial parks, export processing zones, hi-tech parks, economic zones by the planning approved by competent authorities, the management boards of industrial parks, export processing zones, hi-tech parks, Economic zones approve investment policies.

Procedures for adjustment of investment registration certificates with no new capital contributing members 

The procedures for adjusting the Investment Registration Certificate are carried out in the following steps:

• Step 1: Carry out procedures for adjustment and issuance of investment registration certificates (the old investment project section) according to investment procedures;
• Step 2: Change the relevant content on the Enterprise Registration Certificate.
• Step 3: Adjust or issue a new business eligibility license such as International travel business license / Food safety establishment eligibility license / License to operate a foreign language center, study abroad / Business license (Only applicable to enterprises that add industries to exercise the right to distribute retail goods, leasing goods, and industries as prescribed in Decree No. 09/2018/ND-CP) …

Procedures for adjusting investment certificates when new foreign investors contribute capital, buy shares/stakes

• Step 1: Investors submit dossiers at the investment registration agency where the economic organization is headquartered to carry out procedures for registration of capital contribution, share purchase, capital contribution to foreign-invested companies;
• Step 2: The investor applies to the business registration agency to carry out procedures for recording investor information on the enterprise registration certificate (In case the enterprise has not separated the investment certificate and the enterprise registration certificate, it will simultaneously carry out the separation procedure at step 2. The number of business registration certificates is also the tax code of the enterprise that has been issued);
• Step 3: In case of having to reissue the legal signature of the enterprise according to the information of the enterprise registration certificate (i.e. the tax code of the enterprise) by the current record of the domestic enterprise.
• Step 4: Carry out procedures for adjusting investment certificates to update the information of new investors and adjustment contents related to investment projects.
• Step 5: In case the investor has made additional conditional business lines, the information on the enterprise registration certificate continues to carry out procedures for changing the enterprise registration certificate at the business registration agency;
• Step 6: Apply for a business eligibility license for conditional business lines by specialized laws.

Note when adjusting investment registration certificates 

• For enterprises that have not yet carried out the procedures for separating investment certificates into enterprise registration certificates, they must separate investment certificates.
• After the enterprise adjusts the investment certificate, it is necessary to carry out several procedures to avoid the legal procedures arising unintended as follows:
• If the enterprise changes with new capital contributing members, it should be noted that the new investor must contribute investment capital to the capital transfer account of the enterprise and note the contribution on schedule according to the committed time limit according to the investment registration certificate. In case the investor does not contribute capital on the schedule committed on the investment registration certificate, the enterprise must carry out procedures for extension of capital contribution and be fined by law.
• Enterprises shall note the reporting procedures and reporting forms of enterprises according to the contents of the enterprise’s record and obligations to report investment (usually as prescribed in Article 3 of the Investment Registration Certificate);
• For newly adjusted business lines, conditional business lines are requested to ensure the conditions in the course of operation.

Some related questions  

Is adjustment of investment certificate mandatory?

The investor shall carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate. Therefore, when changing the contents of the investment project, it is required to adjust the Investment Registration Certificate. In case of failing to make adjustments to the investment project, a fine of from VND 20,000,000 to VND 30,000,000 may be imposed. (Decree No. 50/2016/ND-CP).

Does the investor’s name change need to be adjusted to the investment certificate?

According to Article 47 of Decree No. 31/2021/ND-CP, in case of changing the investor’s name, it is necessary to carry out procedures for the adjustment of investment certificates.

When do I change my investment registration certificate?

According to Article 41 of the Investment Law 2020, the investor shall carry out procedures for adjustment of the Investment Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate.

How long does adjusting an investment certificate take?

According to the Investment Law 2020, the time for issuance of adjusted investment certificates is 10 working days from the time the investment registration agency receives a valid dossier.  (Except for the change of project name, the investor name change is 03 working days)

Adjust the investment registration certificate at which agency?

Investors shall submit dossiers of adjustment of investment certificates to investment registration agencies. Investment registration agencies are the Management Board of industrial parks, export processing zones, high-tech parks, economic zones; or provincial/municipal Department of Planning and Investment.

How much does adjusting investment certificates cost?

Currently, foreign-invested enterprises do not have to pay fees and fees for granting adjustment certificates of investment registration when carrying out procedures for the adjustment of investment projects.

Service to adjust investment certificates of Viet An Law Firm 

• The Law on Viet An advises customers on conditions, dossiers, and procedures for adjusting investment certificates;
• Drafting legal documents for enterprises related to the contents of adjustments by the provisions of law and information provided by enterprises;
• Representatives authorized by clients shall carry out procedures for adjusting investment certificates at competent state agencies;
• Monitoring the process of receiving dossiers of competent state agencies, explaining to state agencies on issues related to dossiers to be adjusted investment certificates;
• Guide enterprises in implementing legal procedures arising after adjusting investment certificates;
• Advising on granting and adjusting relevant sub-licenses after adjusting investment certificates for enterprises;
• Advising on the issuance of changes to the enterprise registration certificate after adjusting the investment certificate;
• Supporting legal issues arising in the course of business activities for investors in Vietnam;
• Advising on tax and accounting law procedures for foreign-invested enterprises.

Above is the preliminary advice of Viet An Law Firm, For customers who have any questions or need to use legal services please contact the firm directly for detailed advice and best support. Appreciate it!