Investment Certificate Amendment in Phu Tho Province after merging

According to Resolution No. 60-NQ/TW dated April 12, 2025, of the XIII Party Central Committee, Phu Tho province was merged with Vinh Phuc province and Hoa Binh province, retaining the name Phu Tho province, with its administrative center located in Viet Tri City. This merger process not only restructured the administrative apparatus but also led to important changes in administrative procedures, especially those related to investment. In that context, adjusting the Investment Registration Certificate in Phu Tho province after the merger became an essential issue, requiring businesses to grasp and comply with new regulations. To support and provide quality legal services to investors in Investment Certificate amendment in Phu Tho province after merging, Viet An Law provides detailed instructions on the procedures for adjusting the Investment Registration Certificate in Phu Tho province after the merger in the article below.

Information on the merger of Phu Tho province

After the merger, Phu Tho province will have 13 district-level administrative units and 66 commune-level administrative units, a reduction of 141 commune-level units compared to before. This arrangement aims to streamline the apparatus, improve the efficiency of state management and better serve the people and businesses. The above change process leads to changes in administrative procedures, including investment-related processes, requiring businesses to update information and adjust their Investment Registration Certificates pursuant to new regulations.

The agency responsible for managing and organizing the implementation of construction investment projects in Phu Tho province is the Phu Tho Management Board of Construction Investment Projects. Enterprises can directly contact the Management Board with the following information:

• Address: No. 215, Minh Lang Street, Tien Cat Ward, Viet Tri City, Phu Tho Province
• Phone: (0210) 3849 199
• Email: phutho@gmail.com

In addition, the Phu Tho Department of Finance (established based on merging the Department of Planning and Investment with the Department of Finance) is responsible for budget and financial management related to investment projects.

Procedures related to the Investment Registration Certificate may be specifically assigned by the Project Management Board or other competent authorities according to the new decision of the Provincial People’s Committee.

Therefore, when adjusting the Investment Certificate in Phu Tho province after the merger, enterprises need to note:

• When adjusting the Investment Registration Certificate related to a construction project, the enterprise needs to directly contact the Phu Tho Province Construction Investment Project Management Board for detailed procedural instructions, documents and processing authority.
• Due to changes in the administrative apparatus, businesses need to update official information from the Provincial People’s Committee and the Project Management Board.
• Follow the latest documents and regulations of Phu Tho province on the organization and authority related to construction investment to ensure that procedures are carried out under the process.

Cases of Investment Certificate amendment in Phu Tho province after merging

Pursuant to Article 38 of the Law on Investment 2020, the Investment Registration Certificate may be adjusted in the following cases:

• Change the name of the investment project;
• Investment project code;
• Change the investor’s information;
• Change the investor;
• Change the location of the investment project, land area used.
• Change the objectives and scale of the investment project.
• Changes in investment project capital (including investor’s contributed capital, i.e. increase or decrease in charter capital, and mobilized capital, i.e. increase or decrease in investment capital).
• Change the duration of the investment project.
• Change the progress of investment project implementation, including: Progress of capital contribution and capital mobilization; Progress of implementation of main operational objectives of the investment project. In case the investment project is divided into phases, the progress of implementation of each phase must be specified.
• Change the form of incentives, investment support and the basis and conditions for application (if any).
• Change the conditions for investors implementing investment projects (if any).

Application for adjustment of Investment Registration Certificate

The dossier for adjusting the online Investment Registration Certificate is specified in Article 39 of Decree 31/2021/ND-CP as follows:

• Document requesting adjustment of the Investment Registration Certificate;
• Report on the implementation of the investment project up to the time of adjustment;
• Decision of the investor on adjusting the investment project for institutional investors or equivalent documents for individual investors;
• Current Investment Registration Certificate;
• Audited financial statements of the company for the year immediately preceding the time of adjustment of the Investment Certificate;
• Investment project proposal (if using land), including: investor, objectives, scale, investment capital, capital mobilization plan, location, duration, progress, land status information, labor demand, investment incentives, socio-economic efficiency, preliminary environmental impact assessment;
• In case the investment project does not request the State to allocate land, lease land, or allow change of land use purpose, it must submit a copy of the land use rights document or other document determining the right to use the location to implement the investment project;
• Explanation of technology used in investment projects for projects subject to technology appraisal and consultation according to regulations of law on technology transfer;
• BCC contract for investment projects in the form of BCC contracts;
• Other documents related to the investment project, requirements on conditions and capacity of investors according to the provisions of law (if any).

In addition, depending on the content of the change, the company needs to explain or provide documents related to the adjustment of the following contents:

In case of change of investor information

The company needs to provide documents on the legal status of the investor related to the content of the change:

• Certificate of operation of the parent company for institutional investors;
• Passport of the investor if the investor is an individual;

In case of changing the representative managing the investor’s capital contribution

Certified copy: Passport, residence confirmation/temporary residence card of the representative managing the new capital contribution.

In case of change of location of investment project implementation, company headquarters, land use area

The company needs to provide the following additional documents:

• Land lease contract, office lease contract for project location registration;
• Land use right certificate of the lessor or investor or other alternative legal documents;
• In case of leasing land or office from another enterprise, it is necessary to provide the Enterprise Registration Certificate of the lessor with real estate business function.

In case of change of charter capital, investment capital of the project

Documents proving the financial capacity of the investor include one of the following documents:

• Financial statements of the last 2 years;
• Commitment of financial support from parent company/financial institution;
• Guarantee of financial capacity of investor;
• Other documents proving financial capacity of investor;

Procedures for adjusting the Investment Registration Certificate without new members or shareholders contributing capital

Pursuant to Article 36 of Decree 31/2021/ND-CP, the procedure for adjusting the Investment Registration Certificate is carried out in the following steps:

• Step 1: Change the relevant content on the Enterprise Registration Certificate.
• Step 2: Carry out the procedure for adjusting and issuing the Investment Registration Certificate (old investment project part) according to the investment procedure;
• Step 3: Adjust or re-issue the Business Eligibility License such as: International travel business license/ Food safety facility eligibility license/ Foreign language center or study abroad center operating license/ Business license (Only applicable to businesses adding additional business lines to exercise the right to retail distribution of goods, leasing of goods, and business lines as prescribed in Decree 09/2018/ND-CP)…

Procedures for adjusting the Investment Registration Certificate when a new foreign investor contributes capital, buys shares, or contributes capital to the company

Pursuant to Article 66 of Decree 31/2021/ND-CP, the procedure for adjusting the Investment Registration Certificate is carried out in the following steps:

• Step 1: Investors submit applications to the investment registration agency where the economic organization has its headquarters to register for capital contribution, purchase of shares, and capital contributions to an FDI company;
• Step 2: Investors submit their application to the business registration office in Phu Tho province to complete the procedure of recording investor information on the business registration certificate (The business registration certificate number is also the tax code of the granted enterprise);
• Step 3: In case the legal seal of the enterprise must be re-engraved according to the information on the Certificate of Business Registration (ie the tax code of the enterprise) under the current records of the domestic enterprise.
• Step 4: Carry out procedures to adjust the investment registration certificate, update information of the new investor and the adjusted contents related to the investment project.
• Step 5: Apply for a Business Eligibility Certificate for conditional business lines according to specialized laws.

Time limit for carrying out the procedure

Normally within 10 – 15 working days from the date of receipt of valid documents.

Customers who need to carry out procedures for Investment Certificate amendment in Phu Tho province after merging, please contact Viet An Law for the most detailed support.