In the process of business activities, enterprises often have changes in size, location, industry or other factors related to investment projects. To ensure that business activities are always in accordance with the law and practical conditions, it is essential to adjust the investment registration certificate. However, in order for the adjustment procedure to take place quickly and conveniently, it is extremely important to select and use the correct adjustment form. Viet An Law would like to guide customers in detail about the written request for investment projects adjustment of FDI companies in Vietnam through the article below.
Current applicable law in Vietnam
- Law on Investment 2020;
- Decree 31/2021/ND-CP guiding the implementation of a number of articles of the Law on Investment;
- Circular 25/2023/TT-BKHDT amending and supplementing new forms of investment documents of Circular 03/2021/TT-BKHDT.
Regulations on adjustment of investment projects of FDI companies
Article 41 of the Law on Investment 2020 stipulates as follows:
- In the course of implementing an investment project, the investor has the right to adjust the objectives, transfer part or the whole of the investment project, merge the projects or divide or separate a project into many projects, use the land use rights and assets on the land belonging to the investment project to contribute capital to establish the enterprise, business cooperation or other contents and must be in accordance with the provisions of law.
- The investor shall carry out the procedures for adjustment of the investment registration certificate in case the adjustment of the investment project changes the contents of the investment registration certificate.
Form of written request for adjustment of investment projects of FDI companies
The latest form of written request for adjustment of investment projects in 2024 is the form specified in Appendix A issued together with Circular 25/2023/TT-BKHDT, including:
- Written request for adjustment of investment project (in case of division, separation, consolidation, merger or transformation of type of economic organization): Form A.I.11.dd
- Written request for adjustment of the investment project (In case of other adjustments): Form A.I.11.h
The investor prepares 4 sets of documents according to the list of documents below:
- A written request for adjustment of the investment project;
- Report on the implementation of the investment project up to the time of adjustment;
- Report on monitoring and assessment of project impacts up to the time of adjustment;
- The investor’s decision on the adjustment of the investment project;
- Explanation of reasons for adjustment of investment projects;
- A copy of the issued investment registration certificate;
- Documents related to the adjustment of the contents include:
- In case of change of investor: Documents on the legal status of the investor;
- In case of change of investment capital: Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; commitment to financial support of the parent company; financial support commitments of financial institutions; guarantee of the investor’s financial capacity; other documents proving the financial capacity of the investor;
- In case of change of location for implementation of investment projects: for locations that do not request the State to allocate or lease land or permit land use purpose change, copies of land use right papers and lease contracts for new offices shall be submitted;
- An investment project proposal includes the following principal contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on the current status of land use at the project location and proposal of land use demand (if any), labor demands, proposals for investment incentives, impacts and socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection;
- Other documents related to the investment project, requirements on conditions and capacity of investors in accordance with law (if any).
Processing time: Within 03 working days from the date of receipt of a valid dossier, the management board of the industrial park, export processing zone, hi-tech park or economic zone shall send the dossier to the competent state agency as prescribed at Point b, Clause 7, Article 33 of this Decree for consultation on the contents of the adjustment of the investment project.
