When a foreign investor has established a company in Vietnam and wishes to change / adjust information such as location, investor, target, capital, …, the investor must follow the above adjustment procedure. both Certificate of Business Registration (ERC) and Certificate of Investment Registration (IRC). If foreign investors make investment in the form of capital contribution. Buying shares that are not subject to the issue of IRC, but want to adjust the information, only need to adjust on the ERC unless the ERC adjustment leads to the case of applying for an IRC.

I. LEGAL GROUNDS

1. Law on Investment 2014;

2 . Enterprise Law 2014;

3 . Decree 118/2015 / ND-CP guiding the Law on Investment;

4 . Decree 78/2015 / ND-CP guiding the Law on Enterprises and Decree 108/2018 / ND-CP amending a number of articles of Decree 78/2015 / ND-CP;

5 . Circular 16/2015 / TT-BKHDT stipulates the forms for implementing investment procedures and reporting on investment activities in Vietnam, issued by the Minister of Planning and Investment;

6. Circular 02/2019 / TT-BKHDT guiding on enterprise registration.

II. RECORD OF ADJUSTMENT CERTIFICATE OF INVESTMENT REGISTRATION

2.1. Project adjustment dossier subject to investment policy decision

When adjusting an investment project related to investment objectives, location, key technologies, increase or decrease of invested capital by more than 10% of the total invested capital, execution duration, change of investor or change Lawsuits against investors (if any), the investment registration authority shall carry out the procedures for deciding investment policies before modifying the Investment Registration Certificate.

Refer to the article: Investment project adjustment procedures subject to investment policy decision

2.2. Project adjustment dossiers are not subject to investment policy decision

(1) A written request for adjustment of the Investment Registration Certificate;

(2) Report on the implementation of the investment project up to the time of request for investment project adjustment;

(3) Decision on adjustment of the investor’s investment project;

(4) Investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, invested capital and capital raising plan, location, deadline, progress investment level, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project (for projects that have not been granted an Investment Registration Certificate and Post business signing);

(5) Authenticated copy of Investment registration certificate (01 copy)

(6) Original Investment Registration Certificate (all originals are returned to the Investment Registration Office when getting results).

(7) Certificate of tax registration (For projects that have not yet been issued with an Investment Registration Certificate and Enterprise Registration Certificate);

(8) Authenticated copy of Business registration certificate (01 copy);

(9) Investment report (Submit online on dautunuocngoai.gov.vn);

(10) Documents confirming full capital contribution up to the time of adjustment: The authenticated copy of the latest audited financial statements with the time of adjustment or the bank’s confirmation that the investor has fully contributed capital.

(11) For specific changes, it is necessary to add:

– In case of change of the head office to provide: Head office documents include: 01 authenticated copy of the office lease contract, documents proving the right to lease and the functions of the office (Certificate of use right land, land-attached assets, construction permit, general ground plan, business registration certificate with real estate business and a legal capital of 20 billion VND or more of the lessor and equivalent papers);

– In case of changing investment capital, need to provide: Bank confirmation or documents proving the right to additional capital contribution (Financial commitment of the Parent Company).

– In case of changing information of investor, representative of investor: Authenticated copy of passport of investor, representative of new investor; Notarized translation accompanied by certified true copy of the business registration certificate or similar establishment document of the institutional investor;

(12) Explanation on the use of technology for the project specified at Point b, Clause 1, Article 32 of this Law, including the following contents: name of technology, origin of technology, technology process diagram; main specifications, usage status of main machinery, equipment and technological line;

(13) BCC contract for an investment project in the form of a BCC contract;

(14) Power of attorney in case of authorizing the implementation of procedures …

2.3. Application for change of business registration certificate

(1) Notice of changes to the business registration information;

(2) Minutes of the enterprise’s Board of Directors / Board of Directors / General Meeting of Shareholders on the change;

(3) Decision of the Owner / Board of Members / General Meeting of Shareholders / Board of Directors on the change;

(4) List of members / founding shareholders of the company / home shareholders being foreign investors / authorized representatives of members, shareholders being organizations;

(5) Documents explaining / proving the change in business registration content;

III. ORDER AND PROCEDURES FOR ADJUSTMENT OF INVESTMENT REGISTRATION CERTIFICATE

3.1. Procedures for adjusting investment registration certificates

Step 1: Prepare documents as instructed in Section 4.2.

Step 2: Submit an online application (optional) for information about an investment project at the National Foreign Investment Information System (dautunuocngoai.gov.vn or fdi.gov.vn);

Step 3: Log in to the National Foreign Investment Information System to report on project implementation up to the time of adjustment (Login account and password are applied for at the Registry) investment according to the form provided in Circular 16/2015 / TT-BKHDT);

Step 4: Investor submits the prescribed application to the specialized agency to apply for the adjustment of the investment registration certificate;

Step 5: Investor receives the result of the Investment Registration Certificate after being adjusted;

3.2. Procedures for changing business registration certificates

Step 1: Prepare documents as instructed in item 4.3.

Step 2: The investor shall, based on the adjusted investment registration certificate and modified content, submit a dossier for change of the enterprise registration certificate;

Step 3: The Business Registration Office issues the Certificate of Business registration / Notifies the investor of changes.

Step 4: The investor receives the result of the enterprise registration certificate after the change;

3.3. Deadline for handling records

– The time limit for processing investment dossiers is 15-20 days from the date of receiving valid dossiers.

– The time limit for processing business registration dossiers is 5-8 days from the date of receiving valid dossiers.

Reference: 20-25 working days;

3.4. Competence to handle dossiers

– Department of Planning and Investment where investment projects are implemented;

– Management boards of industrial parks, export processing zones, hi-tech zones and economic zones;

– Business registration office of province / city;

IV . SERVICE ADJUSTMENT CERTIFICATE OF INVESTMENT REGISTRATION OF THE LAW OF CITY

4.1. Work content of Thanh Do Law firm.

(1) Consulting enterprises on the conditions, procedures, procedures, documents necessary to apply for the adjusted investment registration certificate & business registration at the competent authority;

(2) Support customers to prepare papers, check provided paper documents;

(3) Formulate and draft application for investment registration certificate & business registration certificate;

(4) Representatives of your business to submit dossiers at the authorities;

(5) Supporting in explaining records in accordance with the law at the authorities;

(6) The representative of the enterprise uses the investment registration certificate and the enterprise registration certificate

(7) Enterprise representatives pay state fees and charges according to the State’s regulations;

(8) Support enterprises in completing procedures after being licensed;

4.2. Service fee for issuance of investment registration certificate

Service charge:

– Service fees contact Thanh Do Lawfirm directly to receive a quote