Change holding company name in Investment Certificate in Vietnam

The Investment Registration Certificate (IRC) is one of Vietnam’s most important documents for foreign-invested enterprises. Any changes related to the investor, who is the holding company/ holding company may affect the legality and validity of the IRC. The following article by Viet An Law will provide information on the current regulation to change holding company name in Investment Certificate in Vietnam.

What is IRC?

IRC stands for Investment Registration Certificate in English, a certificate issued by the state agency managing investment for projects using foreign capital.

Clause 11, Article 3 of the Investment Law 2020 stipulates that the Investment Registration Certificate is a paper or electronic document recording the investor’s registration information about the investment project.

Does changing the holding company name require changing the IRC in Vietnam?

Pursuant to Article 40, Clause 2, Article 41 of the Investment Law 2020, investors shall carry out procedures to adjust the Investment Registration Certificate in case the adjustment of the investment project changes the content of the Investment Registration Certificate.

When the holding company name changes, this means that there is a change in the investor information recorded in the Investment Registration Certificate of the project that the holding company is implementing in Vietnam. According to the above regulations, any changes related to the investor information of a foreign direct investment enterprise (FDI) must be accurately reflected on the IRC.

In short, when the holding company name changes, it is necessary to change the IRC in Vietnam.

What contents of the IRC does the holding company name change?

• Name of foreign investor (holding company)
• Name of investment project (if required)
• Information related to capital level and capital type (if required).

In case the name of the investment project changes, leading to the need to change the name of the subsidiary implementing the project in Vietnam, investors need to pay attention to the procedures related to changing the business registration content of enterprises established in Vietnam according to regulations. Viet An Law supports customers with a full package of procedures and related issues, please contact us for timely support and guidance.

Investor information adjustment file

According to Clause 1, Article 47 of Decree 31/2021/ND-CP, in case of adjusting an investment project related to changing the investor’s name on the Investment Registration Certificate, the investor needs to prepare a dossier including:

Change information of institutional investors

• 01 notarized copy of Investment Registration Certificate, Enterprise Registration Certificate;
• Original copy of Investment Registration Certificate;
• Investment report (Submitted online via the National Foreign Investment Information Portal);
• 01 notarized copy of the Audited Financial Statement closest to the adjustment date (showing full capital contribution or the Bank’s confirmation that the investor has fully contributed capital);
• Notarized translation of the new Business Registration Certificate of the company abroad or document showing new information/ proving the change of information of the investor.

Change information of individual investor

• 01 notarized copy of Investment Registration Certificate, Enterprise Registration Certificate;
• Original copy of Investment Registration Certificate;
• Investment report (Submitted online via the National Foreign Investment Information Portal);
• 01 notarized copy of the Audited Financial Statement closest to the adjustment date (showing full capital contribution or the Bank’s confirmation that the investor has fully contributed capital);
• Notarized translation of new passport or document showing new information/ proving change of information of investor;
• In case the company only has a business registration certificate, when there is a change in investor information, it only needs to carry out the procedure to change the business registration certificate.

Procedures for adjusting investor information

Step 1: Prepare dossier

Prepare documents and records as above.

Step 2: Submit application

• Submit the application to the Department of Planning and Investment where the business is registered;
• Can be submitted directly at the headquarters or submitted online via the electronic portal (if available).

Step 3: Review application

Within 03 working days from the date of receipt of the request for adjustment of the Investment Registration Certificate, the Investment Registration Authority shall adjust the Investment Registration Certificate for the investor.

Step 4: Issue adjusted Investment Registration Certificate

If the application is valid, the registration authority will issue a new Investment Registration Certificate with adjusted information.

Investor information change service of Viet An Law Firm

• Viet An Law advises clients on conditions, documents, and procedures for changing investor information, adjusting investment certificates, and business registration certificates;
• Draft legal documents for enterprises related to the content of adjusting investor information according to the provisions of law and information provided by enterprises;
• Authorized representative of the client to carry out procedures to adjust the investment certificate at competent state agencies;
• Monitor the process of receiving documents from competent state agencies, explain to state agencies about issues related to documents to adjust Investment Certificates and business registration;
• Support legal issues arising during business operations for investors in Vietnam;
• Consulting on tax and accounting procedures for foreign invested enterprises.

Some questions related to change holding company name in Investment Certificate in Vietnam

When increasing charter capital, does a business have to adjust investor information?

Yes. An increase in charter capital is often accompanied by a change in the capital contribution ratio of investors, so it is necessary to adjust the information on the capital contribution of each investor in the Investment Registration Certificate.

If a foreign investor transfers all of its capital contribution to another investor, is it necessary to adjust the investor’s information?

Yes. The transfer of capital contributions will result in changes to the list of investors and the capital contribution ratio of each investor. Thus, it is mandatory to adjust investor information.

What are the consequences of not carrying out investor information adjustment procedures within the prescribed time limit?

If a business fails to carry out procedures to adjust investor information within the prescribed time limit, the business may be subject to administrative penalties, and have its Investment Registration Certificate or other relevant business licenses revoked. In addition, failure to update accurate information may cause difficulties for the business in transactions, payments, and tax reporting activities.

Above is the advice of Viet An Law to help Clients change holding company name in Investment Certificate in Vietnam. If there are any other legal problems related to investment registration, IRC, please contact Viet An Law for more specific and detailed advice. Sincerely thank you!

Updated: 9/2024