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Adjust the investment registration certificate in Vietnam

In 2021, when enterprises carry out the procedures for adjustment of Investment Registration Certificate of foreign-invested enterprises, they shall comply with the provisions of the Law on Vietnam Investment 2020, which is effective from January 1, 2021.

Suspension of FDI companies

Information can be amended when adjusting the Investment Registration Certificate:

  • Change the investor information;
  • Change the business information;
  • Change the investment project information relating to objectives, scale;
  • Change the location of investment project implementation;
  • Change the investment form;
  • Change the investment capital;
  • Change the time limit for implementing the investment project;
  • Change the investor information, change investor;

At the same time, when enterprises perform the procedures for adjusting the Investment Certificate, they shall change the relevant information in the Business Registration Certificate.

A dossier for procedures for adjustment of an investment registration certificate in case of the investment policy decision has not required the decision on investment policies:

· A written request for adjustment of the Investment Registration Certificate;

· A report on project execution up to the date of requirement for project adjustment;

· A decision of investors on investment project adjustment;

· An explain or customers can provide documents relating to the following adjustments:

o A document concerning the legal status of the investor;

o Document proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

o Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, a proposal for investment incentives, impact and socio-economic efficiency of the project and preliminary assessment of environmental impact (if any) following the law on environmental protection.

o If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

o 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 following the Law on Technology Transfer;

o The business cooperation contract if the investment project is executed under a business cooperation contract;

o Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor by law (if any).

A dossier for procedures for adjustment of an investment registration certificate in case of the investment policy decision has required the decision on investment policies:

Investors who have the investment project approved by the investment policy must carry out procedures for approval of investment policy adjustment if it is one of the following cases:

· Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added;

· The land area is increased or reduced by 10% or more than 30 hectares or the investment location is changed;

· The total investment capital is increased or reduced by 20% or more, thereby changing the scale of the investment project;

· Extension of the project execution schedule results in total duration of the project being extended by more than 12 months compared to that stated in the first approval for investment guidelines;

· The duration of the investment project is adjusted;

· Any technology that has been appraised or about which opinions have been collected during the process of approving the investment guidelines is changed;

· There is a change of the investor in the investment project whose investment guidelines are approved together with approval for the investor before the exploitation or operation of the project or there is a change of conditions (if any) applicable to the investor.

The National Assembly approves investment policy for the following projects:

· Investment projects that exert great effects or potentially serious effects on the environment, including:

o Nuclear power plants;

o Projects that require repurposing of special-use forests, headwater protection forests or border protection forests of at least 50 hectares; of sand-fixing and windbreak coastal forests or protection forests for wave prevention of at least 500 hectares; or production forests of at least 1,000 hectares;

· Investment projects that require repurposing of land meant for wet rice cultivation during with 02 or more crops of at least 500 hectares;

· Investment projects that require relocation of 20,000 people or more in mountainous areas or 50,000 people or more in other areas;

· Investment projects that require the application of a special mechanism or policy that needs to be decided by the National Assembly.

The Prime Minister approves investment policy for the following projects:

· Investment projects regardless of capital sources in any one of the following cases:

o Investment projects that require relocation of 10,000 people or more in mountainous areas or 20,000 people or more in other areas;

o Investment projects on construction of: airports and aerodromes; runways of airports and aerodromes; international passenger terminals; cargo terminals of airports and aerodromes with a capacity of at least 1 million tonnes per year;

o New investment projects on passenger air transport business;

o Investment projects on construction of ports and wharves of special seaports; ports and wharves in which investment is at least VND 2,300 billion within the category of Class I seaports;

o Investment projects on petroleum processing;

o Investment projects which involve betting and casino services, excluding business in prize-winning electronic games for foreigners;

o Projects on the construction of residential housing (for sale, lease, or lease-purchase) and urban areas that use at least 50 hectares of land or less than 50 hectares of land but with a population of at least 15,000 people in an urban area; or that use at least 100 hectares of land or less than 100 hectares of land but with a population of at least 10,000 people in a non-urban area; or investment projects regardless of the area of land used or population within the safety perimeter of relics recognized by the competent authority as the national and special national relics;

o Investment projects on construction and operation of infrastructure in industrial zones and export processing zones.

· Investment projects of foreign investors in the following fields: provision of telecommunications services with network infrastructure; afforestation; publication, press;

· Investment projects which at the same time fall within the power of at least two provincial People’s Committees to approve investment guidelines;

· Other investment projects subject to approval for their investment guidelines or subject to the issuance of decisions on investment guidelines by the Prime Minister as prescribed by law.

The Provincial People’s Committees approves investment policy for the following projects:

· Investment projects that request the State to allocate or lease out land without auction or bidding for or receipt of land use rights, and investment projects that request permission to repurpose land, except for cases of land allocation, land lease or permission for land repurposing by family households or individuals not subject to the written approval by the provincial People’s Committee as prescribed in the law on land;

· Projects on the construction of residential housing (for sale, lease, or lease-purchase) and urban areas that use at least 50 hectares of land or less than 50 hectares of land but with a population of at least 15,000 people in an urban area; or that use at least 100 hectares of land or less than 100 hectares of land but with a population of at least 10,000 people in a non-urban area; or investment projects regardless of the area of land used or population within a restricted development area or an historic inner area (determined following urban area planning projects) of a special urban area;

· Investment projects on construction and operation of golf courses;

· Investment projects of foreign investors and foreign-invested business entities executed on islands or in border or coastal communes; in other areas affecting national defense and security.

· The first, second, and fourth projects above executed in industrial parks, export-processing zones, hi-tech zones, and economic zones in conformity with planning approved by competent authorities shall be approved by management boards of such industrial parks, export-processing zones, hi-tech zones, and economic zones.

Procedures for adjusting the Investment Registration Certificate:

  • Step 1: Performing the procedures for adjustment of the Investment Registration Certificate by separating the Business Registration Certificate for the business registration information on the old Investment Registration Certificate. The number of the Business Registration Certificate is the tax registration number of the enterprise;
  • Step 2: Performing the procedures for adjustment and issuance of the Investment Registration Certificate (for the old investment projects) according to the Law on Investment;
  • Step 3: Publishing the enterprise’s information on the National Business Registration Portal;
  • Step 4: Re-issuing the seal sample of the enterprise which matches the information on the Business Registration Certificate (for example the new tax registration number);

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

In case a foreign enterprise adjusts the information relating to foreign investors who invest in the enterprise by contributing capital, buying shares, or buying capital contributions, the procedures for adjustment of the Investment Registration Certificate include the following steps:

  • Step 1: Investors submit the dossier to the registry office where the head office of the enterprise locates to perform the procedures for capital contribution, shares purchase, or capital contributions purchase;
  • Step 2: Investors submit the dossier to the business registry office to perform the procedures for record of investor’s information on the Business Registration Certificate. If the enterprise has not separated the Investment Registration Certificate and the Business Registration Certificate, this requirement shall be performed at the same time. The number of the Business Registration Certificate is also the tax registration number of the enterprise;
  • Step 3: Performing the procedures for adjustment of the Investment Registration Certificate to update the information of new investors and the investment project;
  • Step 4: In case the enterprise supplements business lines or any other information on the Business Registration Certificate, the procedures for adjustment of the Business Registration Certificate must be performed at the business registry office as well;
  • Step 5: Publishing the enterprise’s information on the National Business Registration Portal;
  • Step 6: Re-issuing the seal sample of the enterprise which matches the information on the Business Registration Certificate (for example the new tax registration number);
  • Step 7: Announcing the seal sample of the enterprise on the National Business Registration Portal.

Notices: After adjusting the Investment Registration Certificate, the enterprise shall follow some regulations mentioned below to avoid legal troubles:

  • If the enterprise adjusts the Investment Registration Certificate to increase the charter capital which leads to a change in license tax, the enterprise shall declare the new license tax level and pay the additional license tax;
  • If the enterprise admits new capital contributors, they must contribute capital to the capital account of the enterprise, and capital contribution duration must comply with the promised duration as recorded in the Investment Registration Certificate;
  • The enterprise should pay attention to the procedures for report duties and report forms complied with the regulations on investment report duties of the enterprise (which are often regulated in Article 3 of the Investment Registration Certificate);
  • If the enterprise supplements new business lines which are subject to business conditions prescribed by the law, the enterprise should ensure to comply with these regulations.

Adjustment of the investment registration certificate services at Viet An Law:

  • Viet An Law Firm will consult customers about conditions, dossier and the procedures for adjustment of the Investment Registration Certificate;
  • Draft and prepare a dossier for customers with the information provided by customers;
  • Represent for customers 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 customers 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.

For customers who need to adjust the Investment Registration Certificate or are seeking help in legal problems and procedures, please feel free to contact Viet An Law. We are willing to give legal advice and provide relevant services!

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