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Procedures for changing the Investment registration certificate in Vietnam

Investment registration certificate (formerly called an Investment certificate or Investment license) is a legal document, issued primarily for foreign-invested enterprises from the beginning of contributing capital to establish company in Vietnam. The contents of the Investment registration certificate and the previous Investment certificate are the one. However, in accordance with the Law on Investment 2014 and Law on Enterprise 2014, there are some note worthy issues when apply the procedures for changing Investment registration certificate:

Procedures for changing the Investment registration certificate in Viet Nam

For enterprises have not applied the procedures for the change (separation) of Investment certificate into Investment registration certificate and Business registration certificate. Foreign-invested enterprises have only the Investment certificate (It can be said these enterprises have been granted the Investment certificate before July 01st, 2015 and since then has no change). When enterprises change the content related to Item 02 on the old Business cerfiticicate include:

  1. Change information on investment projects and investor information: change investor information, transfer capital to other investors, name of investment project, objective of project scale, change investment capital, project duration;
  2. Change information on business registration: change company name, change company address, type of enterprise, change regulation capital, change the legal representative.

Investor have to apply the change procedures and at the same time change the Investment certificate into Investment registration certificate. Accordingly, new Investment registration certificate will contain only the contents related to project content and investor information (it meas that only item 01). Item 02 above in the Investment registration certificate will be recognized in the Business registration certificate (similar to enterprise with 100% Vietnamese owned capital).

Threrefore, after the enterprise has been granted Investment registration certificate and Business registration certificate.

The cases where the procedures for changing the Investment registration certificate are required

If enterprise have demand to change these following contents, they have to apply the procedures for changing Investment certificates, including: changing investor’s information, transferring capital to other investors, name of project, objective of project scale, change investment capital, project duration;

The cases where the procedures for changing the Investment registration certificate are not required, only the procedures for changing the Enterprise registration certificate must be applied at the Business Registration Office – The Department of Planning and Investment in enterprises headquarter

Change company name, change company address, type of enterprise, change business line, change regulation capital, change legal representative.

Unless enterprise changes or adds conditional business lines to foreign investors, the procedures for submission of application file for the change of Investment registration certificate have to apply.

The procedures for changing the Investment registration certificate and Business registration certificate

Step 1:  Draft and submit the change of Investment registration certificate at the Investment Department of the Department of Planning and Investment or the Management Board of the industrial parks and export – processing zones, depend on the issued authority the Investment registration certificate;

Deadline for completion: for regular changes (i.e. registration documents): 10-15 working days. For documents changed according to the examining procedures of Investement registration certificate: 30 – 45 working days.

Step 2: Change of the enterprise registration.

Deadline: 03-05 working days.

Step 3: Public enterprise registration contents: 01-03 working days.

Note: Enterprise can only apply the procedures for changing the Investment registration certificate if they have enough contributed capital and financial statement. Company adequately applied obligations in accordance with the provisions of Article 3 of the Investment registration certificate.

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