Consulting on adjusting Investment Registration Certificates

Currently, the content of the Investment Registration Certificate issued to foreign invested companies only records information about the investment project of the foreign invested company. Specifically, the Investment Registration Certificate issued to foreign investors only includes the following contents:

• Information related to investors (ie company owners) and representatives managing capital contributions (if any);
• Name of investment project;
• Project objectives and scale: Corresponding to the company’s business lines recorded in the Enterprise Registration Certificate;
• Project implementation location: Usually also the company’s headquarters address;
• Project investment capital: Project investment capital is usually equal to or higher than the company’s charter capital. In addition, the company noted the implementation of capital contribution progress as prescribed in the Investment Registration Certificate.
• Term of investment project implementation.

Therefore, only when the company changes the above content must it carry out procedures to adjust the investment registration certificate. For other contents such as changing the legal representative, changing the representative’s title, or even changing the company name but not changing the name of the investment project, the enterprise also does not have to comply with this condition. Adjust the investment registration certificate.

Dossier in Vietnam on adjusting investment registration certificates for foreign-invested companies (in case the adjustment dossier is not required to be verified):

• Written request for adjustment of Investment Registration Certificate;
• Decision on adjusting the investor’s investment project;
• Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital, and capital mobilization plan, location, term, investment progress, labor needs, proposals for investment incentives, assessment of impact and socio-economic efficiency of the project;
• Copy of one of the following documents: the investor’s 02 most recent financial statements; commitment to financial support from the parent company; commitment to financial support from financial institutions; guarantee of the investor’s financial capacity; Documents explaining the investor’s financial capacity;
• 02 notarized copies of the Investment Certificate;
• 02 copies of the Tax Registration Certificate (For cases where the company has not separated the Investment Registration Certificate and Enterprise Registration Certificate);
• Report on project implementation status and Report on investment project implementation status up to the time of requesting adjustment of investment project;
• 01 notarized copy of the audited financial statement closest to the time of adjustment;
• Notarized passport and temporary residence confirmation (temporary residence card) of the legal representative.
• Other documents depending on the relevant changes:
  • In case of changing the head office, it is necessary to provide: Documents about the head office including the head office lease contract, notarized copy Documents proving the lessor’s leasing rights (Land use right certificate, Construction permit Construction, Enterprise Certificate Registration has the real estate business function of the lessor or equivalent documents);
  • In case of a change in investment capital, it is necessary to provide: Bank confirmation for the capital account proving that the company has contributed enough capital (if the Financial Report does not show that the company has contributed enough capital); Bank confirmation or documents proving the increased capital contribution;
  • In case of changing the legal representative, it is necessary to provide a notarized passport, confirmation of residence/temporary residence card Notarization of the new legal representative;
  • In case of change in information of the investor or investor’s representative: notarized copy: New enterprise registration certificate, new passport, or document showing new information/proving the change in information ;
  • In case of change, a enterprise license must be provided: financial statements with profits for the last 02 years/or documents proving the financial capacity to carry out goods distribution activities.; Demonstrated business experience.

Special note:

• Enterprises can only adjust their Investment Registration Certificate if they have fully contributed capital according to the schedule committed in the Investment Registration Certificate. In case the enterprise has not contributed enough capital, before the capital contribution deadline expires, the enterprise shall carry out procedures to extend the investment capital contribution period. In case the capital contribution deadline is overdue and the enterprise has not yet contributed enough capital but still wants to adjust the Investment Registration Certificate, the enterprise will be fined for violating the capital contribution deadline and forced to fully contribute capital and then carry out the procedure to adjust the Investment Registration Certificate.
• For business dossiers that want to add business lines to exercise export rights, import rights, and wholesale distribution rights (without establishing wholesale establishments, or retail distribution rights (without establishing retail establishments) after Enterprises make adjustments to the investment registration certificate, the enterprise must carry out procedures to apply for a Business License (a verification procedure that requires approval from the Ministry of Industry and Trade) if the enterprise meets the requirements. Only when the relevant conditions are met will a Business License be issued (note that this is not an Enterprise Registration Certificate as many businesses are often mistaken for). Only when a Business License is obtained does the company operate in the field. Only foreign-invested commercial sectors can exercise export rights, import rights, and wholesale distribution rights (no wholesale establishments, retail distribution rights (no retail establishments).

The duration to carry out procedures to adjust the investment registration certificate (not required to verify and issue the Investment registration certificate) is 10 working days from the date of receipt of complete and valid documents.

Steps to carry out adjusting investment registration certificates for companies in Vietnam

• Step 1: In case the enterprise was granted an Investment Certificate before July 1, 2015 and has not yet completed the procedure adjust the investment certificate by separating the Enterprise registration certificate from the enterprise registration content on the old issued Investment Certificate. Enterprises then need to carry out procedures to separate the Enterprise Registration Certificate, which is also the enterprise’s tax code, and the Investment Registration Certificate. If the enterprise has been granted an Enterprise Registration Certificate, make changes to the Investment Registration Certificate as instructed above;
• Step 2: Implement the contents on the Enterprise Registration Certificate with corresponding changes.
• Step 3: Post Enterprise Registration Information on the National Enterprise Registration Portal;
• Step 4: Reissue the enterprise’s legal seal and post the enterprise’s seal sample announcement. In case the company changes its business name or changes to a different province;
• Step 5: Apply for an Enterprise Registration License: Only applicable to businesses that add additional lines of business to exercise the right to distribute goods.

In addition, in cases where a company with foreign investment capital wants to make adjustments related to the content of foreign investors investing in the form of capital contribution or share purchase, the company needs to carry out additional registration procedures. Contribute capital, buy shares, or contribute capital to a foreign-invested company before carrying out procedures to adjust the Investment Registration Certificate (i.e. step 1) mentioned above.

• If an enterprise adjusts its investment certificate to increase charter capital according to current regulations, the enterprise must complete capital contribution procedures before adjusting the investment certificate or immediately after receiving a Notice of Response. eligible to contribute capital and buy shares for foreign investors, only then will the enterprise carry out the procedure to adjust the investment certificate. Foreign investors should note that they must contribute capital to the company through the company’s capital account;
• If the enterprise changes to have 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 same deadline as mentioned above;
• For newly adjusted business lines, which are conditional business lines, businesses are required to ensure the conditions during operation.
• Enterprises should pay attention to the reporting procedures and reporting forms of the enterprise according to the recorded content and investment reporting obligations of the enterprise (Normally specified in Article 3 of the Investment Registration Certificate).

Consulting on adjusting Investment Registration Certificates service of Viet An Law

• Viet An Law Firm advises on conditions related to the content that needs to be adjusted to the Investment Registration Certificate for foreign-invested companies;
• Viet An Law Firm completes and drafts documents and represents clients to carry out procedures to adjust investment registration certificates and related legal procedures at competent state agencies;
• Explain and monitor the process of implementing procedures to adjust investment registration certificates for businesses;
• Advise businesses to complete legal procedures after they make adjustments to their Investment Registration Certificate;
• Consulting on procedures for transferring investment capital, and opening investment capital transfer accounts;
• Consulting and comprehensive legal procedures related to the operations of foreign-invested enterprises in Vietnam such as tax law, accounting, labor, contracts, and intellectual property, ……

The above article is our consulting on adjusting Investment Registration Certificates. Clients need to adjust the IRC or related procedure of investment projects in Vietnam, please contact Viet An Law for the best support.