FDI Company Investment Certificate Amendment Procedures in Vietnam

The procedure for amending the Investment Registration Certificate (IRC) is one of the essential processes that investors must carry out when there are changes to information related to the investment project. Such changes may include adjustments to investment capital, investment form, project objectives, or the project implementation location. Compliance with the legal procedures not only ensures the lawful rights and interests of the investor but also contributes to enhancing transparency and stability in the investment environment. Through this article, Viet An Law will provide consultancy on the FDI Company Investment Certificate Amendment Procedures in Vietnam.

Cases requiring amendment of the Investment Registration Certificate

Pursuant to Clause 2, Article 41 of the Law on Investment 2020, investors must carry out procedures for amending the Investment Registration Certificate in cases where the adjustment of the investment project leads to changes in the contents of the Investment Registration Certificate. Specifically, the contents of the Investment Registration Certificate, as stipulated in Article 40 of the Law on Investment 2020, include the following:

• Information related to the investor (i.e., the owner of the company) and the capital contribution manager (if any);
• Name of the investment project;
• Objectives and scale of the project: Corresponding to the business lines of the company as recorded in the Enterprise Registration Certificate;
• Project implementation location: Usually the same as the company’s registered head office address;
• Investment capital of the project: The investment capital of the project is usually equal to or higher than the charter capital of the company. In addition, the company should note the obligation to contribute capital in accordance with the schedule committed in the Investment Registration Certificate
• Duration of project.

In addition, the following cases are not required to carry out procedures for amending the Investment Registration Certificate, but only need to carry out procedures for amending the Enterprise Registration Certificate at the Business Registration Office – Department of Finance, where the company is headquartered:

• Change of company name, change of company address, change of enterprise type, change of business lines, change of charter capital, change of legal representative.
• Except where the enterprise adds conditional business lines applicable to foreign investors, in which case it is required to submit a dossier for amending the Investment Registration Certificate.

Dossier for Amendment of the Investment Registration Certificate

Pursuant to Article 44 of Decree No. 31/2021/ND-CP, the dossier for amendment of the Investment Registration Certificate includes:

• Written request for amendment of the Investment Registration Certificate;
• Report on the implementation status of the investment project up to the time of amendment;
• Decision of the investor on the amendment of the investment project (for institutional investors);
• Power of attorney for Viet An Law;
• Other relevant documents, depending on the specific changes, such as:
• In case of change of project location: Lease agreement for the new premises; notarized copy of documents proving the lessor’s leasing rights (Land Use Right Certificate, Construction Permit, Business Registration Certificate indicating real estate business functions of the lessor, or equivalent documents);
• In case of change of investment capital: Bank confirmation of capital contribution account proving that the company has fully contributed capital (if such contribution is not reflected in the financial statement); bank confirmation or documentation proving the increased capital contribution;
• In case of change of legal representative: Certified copy of valid documents: Passport, residence confirmation/temporary residence card of the new legal representative;
• In case of any changes of investor information or investor’s representative: Notarized copy of the new Business Registration Certificate, new passport, or other documents reflecting and proving the updated information;
• In case of any changes requiring the issuance of a new business license: Financial statements showing profits for the last 2 years and/or documents proving financial capacity to conduct distribution activities; documents proving experience in business operations;
• Technology explanation report for projects using technologies listed under restricted technology transfer regulations;
• BCC contract for the investment project under the BCC model.

Procedures for Amending the Investment Registration Certificate

Step 1: Amendment of the Investment Registration Certificate

• Prepare and submit one (01) dossier for amendment of the Investment Registration Certificate to the Investment Registration Office – Department of Finance, where the enterprise is headquartered or where the investment project is located.
• Processing time: For regular amendments (i.e., registration-based dossiers): 10–15 working days. For amendments requiring evaluation procedures for reissuance of the Investment Registration Certificate: 30–45 working days
• Result: The investor receives the amended Investment Registration Certificate from the Department of Finance based on the appointment date stated in the receipt.

Step 2: Amendment of the Enterprise Registration Certificate (if applicable)

After amending the Investment Registration Certificate, the investor must carry out procedures for amending the Enterprise Registration Certificate at the competent Business Registration Office. This includes amending relevant information in the Enterprise Registration Certificate and publishing enterprise registration information on the National Business Registration Portal.

Application dossier includes:

• Notice of change of enterprise registration information;
• Resolution or decision of the owner, Members’ Council, or General Meeting of Shareholders;
• Minutes of the meeting of the Members’ Council or General Meeting of Shareholders;
• Power of attorney.

Processing time: 03 working days from the date of receipt of a complete dossier.

Result: Amended Enterprise Registration Certificate/Confirmation of change in enterprise registration information.

Note: The enterprise may only proceed with the procedure to amend the Investment Registration Certificate if it has fully contributed the registered capital, has an audited financial statement for the fiscal year immediately preceding the amendment, and has fulfilled all reporting obligations as prescribed in Article 3 of the Investment Registration Certificate.

Some Notes for Enterprises When Amending the Investment Registration Certificate of a Foreign-Invested Company

Enterprises are only permitted to amend the Investment Registration Certificate if they have fully contributed the capital in accordance with the schedule committed in the Investment Registration Certificate.

• In case the enterprise has not yet fully contributed the capital, before the capital contribution deadline expires, it must carry out procedures for extending the capital contribution period.
• If the enterprise fails to contribute sufficient capital on schedule but still wishes to amend the Investment Registration Certificate, it will be subject to administrative penalties for late capital contribution and must fully contribute the capital before proceeding with the amendment procedures.

For applications in which the enterprise wishes to supplement business lines involving the right to export, import, and wholesale distribution (without establishing wholesale outlets), or the right to retail distribution (without establishing retail outlets):

• After amending the Investment Registration Certificate, the enterprise must apply for a Business License (this is an appraisal-based procedure and requires approval from the Ministry of Industry and Trade).
• The Business License will only be granted if the enterprise meets the relevant conditions (note that this is not the same as the Enterprise Registration Certificate, as many enterprises commonly misunderstand).
• Only upon obtaining the Business License, the foreign-invested enterprise operating in the commercial sector can exercise the rights to export, import, and wholesale distribution (without establishing wholesale outlets), or retail distribution (without establishing retail outlets).

Should you require further advice regarding procedures for amending the Investment Registration Certificate or other legal consulting services, please contact Viet An Law for the best support.