When there are contents that need to be changed in the investment registration certificate such as investor information, investment capital, project implementation progress, project objectives, scale … the investor must proceed with the procedure. Registration for adjustment of investment registration certificate. Thanh Do Lawfirm would like to guide procedures for adjusting Investment Registration Certificates for businesses.
I. LEGAL FOUNDATION
1. Law on Investment 2014;
2. Law on Enterprises 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 providing 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. CASES ADJUSTING THE INVESTMENT REGISTRATION CERTIFICATE
2.1. Investor adjustments (Name, passport number, address, email , … )
Investors include foreign individuals and legal entities. Investor information recorded on the Investor’s Investment Registration Certificate includes:
For individual investors: Name of investor, gender, nationality, date of birth, passport information, permanent residence address, temporary residence address, phone number, email …
For investors being legal entities: Company name, establishment decision, Date of issue, Head office address, Telephone number information, Fax, Email, … Information of legal representative, …
2.2. Adjust investment capital, progress of capital contribution and capital mobilization, and reschedule investment capital contribution
When applying for an Investment Registration Certificate for the first time, the Investment Registration Authority will record the information that the investor has proposed including invested capital, progress of capital contribution and capital raising. In the course of project implementation, if the investor fails to comply with the information recorded on the Investment Registration Certificate, the Investor must carry out the procedures to correct the information according to reality.
2.2. Project objective adjustment (Industry investment)
The objective of the investment project recognizes the content of investment industries according to the world’s CPC code system. When investors want to add / withdraw trades on investment projects, it is necessary to adjust the procedures targeted project investments .
Example: Industrial machinery production target (CPC 855)
2.3. Adjust project objectives and scale
2.4. Adjust the name / location of the planned project investment
2.5. Adjusting the progress of investment projects ; progress of implementing operational goals
2.6. Correcting information on investment registration certificates
2.7. Some other cases of adjusting investment certificates
Adjustment of investment certificate due to Renewal of Investment Registration Certificate
Project duration is about time that certain registered investment agency specifically noted on the certificate of registration of the first investment . For commercial projects, the Investment Registration Office will grant investors a period of 10 years from the date of issuance of the investment registration certificate . For production projects in industrial zones, this period will be extended about 20-30 years. In particular, the project is approved in policy of the Prime Minister, the project implementation period can be up to 50 years.
About 03-05 months before the license period expires, the enterprise needs to implement
More information: Procedures for extending the investment registration certificate and extending the project implementation period.
Adjustment of investment certificate due to transfer project
An investor may transfer part or the whole of a project to another investor in need. The transfer of the project will lead to changes in the contents of the Investment Registration Certificate such as: Change of investor private.
See also: Procedure for Merger and Acquisition Project Investment
III. CONDITIONS ON ADJUSTMENT OF INVESTMENT REGISTRATION CERTIFICATE
3.1. Investor conditions
3.2. Capital conditions, charter capital ownership ratio
For an investor to adjust capital, the investor must satisfy the investment capital requirement as follows:
– Foreign investors may own an unlimited charter capital in a business organization, except in the following cases:
– Ownership ratio of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities
– The rate of home ownership of foreign investment in the SOEs equitization or ownership change under other forms prescribed by law for the privatization and transformation of state enterprises;
– The rate of home ownership of foreign investment does not depend on the implementation of the provisions under other provisions of related laws and international treaties which the Socialist Republic of Vietnam is a member.
In cases where investors are not a public company or a member / shareholder in an equitized state-owned enterprise, when adjusting the capital in the Certificate of investment registration, the investor should refer to the regulations on the rate capital ownership in WTO and specialized law.
Example 1: Investor adds real estate business goal. Under the provisions of the Law on Real Estate Business, an enterprise must have a minimum capital of 20 billion VND. Therefore, when adjusting the real estate business target, the investor must check whether the company’s charter capital has met the minimum capital requirement of VND20 billion.
Example 2: For an advertising industry, the capital ownership ratio of foreign investors must not exceed 49%. Therefore, when registering for an additional advertising industry, the enterprise must adjust the foreign investor’s capital in the Investment Registration Certificate to comply with the provisions of law.
3.3. Business industry conditions
Lines of business subject to additional registration in the Investment Registration Certificate must satisfy the following conditions:
– Has been committed in the WTO Commitments
– Regulations on investment conditions for foreign investors in accordance with the current Vietnamese Law.
– Not in the business lines of investment banned from business
For example: The labor export industry in WTO is not regulated and in Vietnamese law only allows the establishment of an enterprise with 100% Vietnamese capital to do business in this line, so foreign investors are not allowed to register for additional items. labor export consumption.
3.4. Site conditions of the project activities
– The rental location must be under the legal ownership / use of the lessor (Certificate of registration of land use right, assets on land; Construction permit, Decision of the People ‘s Committee , …)
– The rental location must meet the rental target. Example: A mixed office building must have documentation min h the rental location is an office
– Other papers: Certificate of fire prevention and fighting, DTM environmental impact assessment , …
3.5 . Adjusting the progress of investment projects ; progress of implementing operational goals
– List the cases in which the investment project schedule is adjusted , the progress of the implementation of the operational objectives
3.6 . Correcting information on investment registration certificates
– There must be an error when issuing the Enterprize Cert/ Investment Certificate
IV. DOSSIERS OF ADJUSTMENT CERTIFICATE OF INVESTMENT REGISTRATION
4.1. 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 agency shall carry out procedures for deciding investment policies before modifying the investment registration certificate.
Reference: Investment project adjustment procedures subject to investment policy decision
4.2. Project adjustment documents 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 the investor’s investment project adjustment;
(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: Authenticated copy of audited financial statement closest to the time of adjustment or 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 …
4.3. 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 shareholder being foreign investment / authorized representatives of members, shareholders being organizations;
(5) Documents explaining / proving the change in business registration content;
V. ORDER OF MODIFICATION OF INVESTMENT REGISTRATION CERTIFICATE
5.1. 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 (Account and password are applied for at the Registration Authority investment according to the form provided in Circular 16/2015 / TT-BKHDT);
Step 4: Investor filed under provisions for specialized agencies to apply for adjustment certificate investment registration;
Step 5: Investor receives the adjusted investment result as the Investment Registration Certificate;
5.2. 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;
5.3. 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;
5.4. 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;
VI. BECAUSE. PENALTY OF SANCTIONING VIOLATIONS IN INVESTMENT FROM FOREIGN AFFAIRS INTO VIETNAM
6.1 . Penalty in case of insufficient capital contribution
At the end of the time limit for capital contribution, if investors have not fully contributed capital, what procedure must be conducted?
The capital contribution in the Investment Registration Certificate will correspond to the charter capital in the Certificate of Business registration. If the time limit for capital contribution recorded in the certificate of investment registration is exceeded, the investor must follow the procedures for extending the capital contribution progress as prescribed in Article 46 of the 2014 Investment Law.
In case the investor fails to fully contribute capital as committed in the investment registration certificate, a fine ranging from VND 30,000,000 to VND 40,000,000 shall be imposed under Point a, Clause 5, Article 13 of Decree No. 50/2016 / ND- CP dated June 1, 2016 of the Government providing for the sanctioning of administrative violations in the field of planning and investment.
6.2 . Sanctions in other matters …
Decree 50/2016/ND-CP providing for the sanctioning of administrative violations in investment activities in Vietnam
VII. SERVICE ADJUSTMENT CERTIFICATE OF INVESTMENT REGISTRATION OF THE LAW OF CITY
7.1. Content of the Law of Chengdu
(1) Consulting enterprises on the conditions, procedures, procedures, documents necessary to apply for the adjusted investment registration certificate & enterprise at the competent authority;
(2) Assist customers to prepare papers, check provided papers and 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) Assist in explaining documents 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) Business representatives pay state fees and charges in accordance with the State’s regulations;
(8) Assist enterprises in completing procedures after being licensed;
7.2. Service fee for issuance of investment registration certificate
– Service fees contact Thanhdo Lawfirm directly to receive a quote.
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