Procedures for adjusting Investment Registration Certificate in Vietnam

Procedures for adjustment of Investment Registration Certificates are the steps investors need to notify and register for issuance of adjusted Investment Registration Certificates with investment registration agencies about changes in contents of investment projects.

During the implementation of an investment project, when there is a change in the contents of the Investment Registration Certificate such as investor information, investment capital, investment progress, project implementation location, investment scale,… investors must carry out procedures for registration of adjustment of Investment Registration Certificates with competent state agencies. In order for customers to understand the procedures for adjusting Investment Registration Certificates,  Viet An Law Firm would like to provide preliminary guidance as follows:

Legal bases

• Investment Law 2020;
• Decree 31/2021/ND-CP guiding the Law on Investment;
• Circular 03/2021/TT-BKHDT;

Cases in which procedures for adjusting Investment Registration Certificates must be carried out in Vietnam

When an investor changes one or more of the following contents, the investor needs to carry out procedures for adjusting the Investment Registration Certificate.

• Name of investment project.
• Location of investment project, land area used.
• Objectives and scale of investment projects.
• Investment capital of investment projects (including contributed capital of investors and mobilized capital).
• Duration of operation of investment projects.
• Implementation progress of investment projects, including:
  • Progress of capital contribution and mobilization of capital sources;
  • The progress of the implementation of the main operational objectives of the investment project, in case the investment project is divided into phases, the implementation progress of each phase must be prescribed.

The above are some of the main cases in which investors must carry out procedures for adjustment of investment projects.

Steps to implement the procedure for adjusting Investment Registration Certificates in Vietnam

Step 1: Carry out procedures for adjustment and issuance of investment registration certificates according to investment procedures

For investment projects, it is not required to apply for an investment policy decision

Depending on the investment project, the dossier of adjustment of the Investment Project Certificate includes:

• A written request for adjustment of the Investment Registration Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on adjustment of the investment project for institutional investors or equivalent documents for individual investors;
• Current investment registration certificate;
• Documents confirming that sufficient capital has been contributed up to the time of adjustment: 01 copy attesting to the audited financial statements close to the time of adjustment or Confirmation of the bank that the investor has contributed enough capital.
• Explain or provide documentation related to the adjustment of the following:

• In case of changing headquarters, it is necessary to provide: Documents about the head office include: Office lease contract, notarized copy Documents proving the lessor’s lease right (Certificate of land use right, Construction permit, Certificate of business registration with real estate business function of the lessor or equivalent documents);
• In case of 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 statements do not show that the company has contributed enough capital); bank confirmation or documents proving the increased capital contribution;
• In case of change of legal representative, it is necessary to provide: Notarized passport, confirmation of residence/ notarized temporary residence card of the new legal representative;
• In case of changing information of the investor, the investor’s representative: notarized copy: New business registration certificate, new passport or document showing new information/ proving the change of information;
• Contents of explanation of technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies in accordance with the law on technology transfer;
• BCC contract for investment projects in the form of BCC contract.

For projects subject to decision on investment policies

When adjusting an approved investment project, the investment policy must carry out procedures for approval of adjustment of investment policies if it falls into one of the cases specified in Clause 3, Article 41 of the Law on Investment 2020.

Process of adjustment of Investment Registration Certificates

Before submitting the application, investors declare online information about the investment project at the National Foreign Investment Information System (fdi.gov.vn). Within 30 working days from the date of online declaration, investors must submit a dossier of adjustment of the Investment Project Certificate to the Investment Registration Agency.

The investment registration agency prints the receipt of the dossier from the system and delivers it to the investor when submitting the application.

In case the application is invalid, the Investment Registration Agency shall notify the invalid contents in writing to the investor within 03 working days from the date of receipt of the dossier for the investor to amend or supplement.

Within 10 working days from the date of receipt of a complete and valid dossier, the investment registration agency shall amend the Investment Registration Certificate; in case of refusal to amend the Investment Registration Certificate, it must notify the investor in writing clearly stating the reason.

Step 2: Change the relevant content on the Business Registration Certificate

In case the adjustment of the Investment Registration Certificate changes relevant information in the Certificate of Business Registration, the investor must carry out procedures for changing the enterprise registration in accordance with the Law on Enterprises 2014.

Some notices:

• In case the investor’s proposal to adjust the contents of the Investment Registration Certificate leads to an investment project subject to decision on investment policies, the investment registration agency shall carry out the procedures for deciding on investment policies before adjusting the Investment Registration Certificate.
• For enterprises that have not yet carried out the procedures for separation of the Certificate of Business Registration, they must separate the Investment Registration Certificate into the Investment Registration Certificate and the Certificate of Business Registration and re-issue the new seal prescribed
• For newly adjusted business lines, which are conditional business lines, enterprises are requested to ensure conditions during operation.

Competent authority to adjust Investment Registration Certificates in Vietnam

The authority competent to adjust the Investment Registration Certificate (investment registration agency) includes the following agencies:

• Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones shall grant, adjust and revoke investment registration certificates for investment projects in industrial parks, export processing zones, hi-tech parks and economic zones.
• The Department of Planning and Investment shall grant, adjust and revoke the Investment Registration Certificate for
• Investment projects outside industrial parks, export processing zones, high-tech parks, economic zones.

• Investment projects implemented in 02 or more provincial administrative units;
• Investment projects implemented inside and outside industrial parks, export processing zones, hi-tech parks and economic zones;
• Investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where management boards of industrial parks, export processing zones, hi-tech parks, economic zones have not been established or are not under the management of management boards of industrial parks, export processing zones, hi-tech parks, etc  economic zone.

Some questions related to the procedure for adjustment of Investment Registration Certificates in Vietnam

How long must the application for adjustment of the Investment Registration Certificate be submitted from the time of change?

The 2020 Investment Law and guiding documents do not stipulate the time limit for procedures for adjusting Investment Registration Certificates from the time of change. However, enterprises should carry out procedures early to avoid being inspected by state agencies but the project content changes incorrectly with the project content recorded on the investment registration certificate.

How much is the penalty for not carrying out the procedure for adjusting the Investment Registration Certificate?

Investors shall carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate. Failure to make adjustments to investment projects may be fined from VND 20,000,000 to VND 30,000,000. (Decree 50/2016/ND-CP)

When to change the Investment Registration Certificate?

According to the provisions of Article 41 of the Law on Investment 2020, investors shall carry out procedures for adjustment of Investment Registration Certificates in case the adjustment of investment projects changes the contents of the investment registration certificate.

What procedures to do when increase investment capital?

When changing investment capital, investors submit dossiers for adjustment of investment registration certificates. After obtaining the adjusted Investment Registration Certificate, the investor contributes enough capital to increase and make changes to the enterprise registration certificate.

Service of adjusting Investment Registration Certificates of Viet An Law Firm

Customers can refer to the Investment Registration Certificate adjustment service of Viet An Law Firm provides:

• Advising clients on conditions, dossiers and procedures for adjustment of Investment Registration Certificates;
• Drafting legal dossiers for enterprises related to the adjusted contents in accordance with the provisions of law and information provided by enterprises;
• Authorized representatives of customers shall carry out procedures for adjustment of Investment Registration Certificates at competent state agencies;
• Monitor the process of processing dossiers of competent state agencies, explain to state agencies on issues related to dossiers for adjustment of Investment Registration Certificates;
• Guide enterprises to carry out legal procedures arising after adjusting Investment Registration Certificates;
• Advising on issuance and adjustment of relevant sublicenses after adjusting Investment Registration Certificates for enterprises;
• Advising on procedures for changing the enterprise registration certificate after adjusting the Investment Registration Certificate;
• Support legal issues arising in the course of business activities for investors in Vietnam;
• Advising on tax and accounting law procedures for foreign capital enterprises;

The above is the preliminary advice of Viet An Law Firm, if you have any questions or need to use investment legal consulting services, please contact the Company directly for detailed advice and best support!