During the operation, 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,… investor The investor must carry out the registration procedures for the amendment of the investment project certificate with the competent state agency. In order for customers to have a clear understanding of “Procedures for adjusting the investment registration certificate“, Thanh Do Law Firm would like to provide the following preliminary guidance:
I. Legal basis
1. Law on Investment 2014;
Decree 118/2015 / ND-CP;
Circular 16/2015 / TT-BKHDT
Other related documents.
II. The contents need to be adjusted on the investment registration certificate
1. Change of the investor performing an investment project
2. Adjusting capital, the capital ownership ratio on the investment license
3. Adjusting the business lines of the investment license
4. Adjust the objectives and scale of the investment project
5. Adjustment of the location of the investment project
6. Adjust the investment project schedule and operational objectives
III. Procedures for adjusting investment registration certificates
Step 1: Carry out the procedures for adjustment and issue the investment registration certificate according to the investment procedures
Before submitting the application, investors are not required, but are encouraged to declare information about their investment projects online at the National Foreign Investment Information System (dautunuocngoai.gov.vn or fdi.gov. VN). Within 15 working days from the date of online declaration, the investor must submit a dossier for amendment to the Investment Project Certificate to the Investment Registration Authority.
Depending on the investment project, the dossier for modification of the investment project certificate shall include:
For an investment project, it is not required to apply for an investment policy decision
(1) Written request for amendment of Investment Certificate;
(2) Report on the implementation of the investment project up to the time of request for investment project adjustment;
(3) Copy of minutes of the investor’s meeting / Decision on adjustment of the 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) 01 certified true copy of Investment Certificate;
(6) The original investment registration certificate;
(7) 01 certified true copy of Tax Registration Certificate (for projects that have not yet been granted an Investment Registration Certificate and Enterprise Registration);
(8) 01 certified true copy of the Certificate of Business registration;
(9) Investment report (Enterprise reports submitted online on dautunuocngoai.gov.vn)
(10) Documents confirming full capital contribution up to the time of adjustment: 01 certified copy of the audited financial statement closest to the time of adjustment or Bank’s confirmation of the investor’s full contribution capital.
For specific changes, it is necessary to add:
(i) In case of change of head office, required to provide: Head office documents include: Head office lease contract, notarized copy of the lessor’s right to lease (Certificate of land use right, Construction permit, Certificate of business registration with the function of real estate business of the lessor or equivalent papers);
(ii) In case of changing investment capital, need to provide: Bank confirmation for the capital account proving that the company has fully contributed capital (if the financial statements do not show that the company has fully contributed capital); bank confirmation or documents proving the increased capital contribution;
(iii) In case of changing the legal representative, providing: Notarized passport, certified residence / notarized temporary residence card of the new legal representative;
(iv) In case of change of investor’s information, representative of investor: Notarized copy: New business registration certificate, new passport or document showing new information / proof of change change information;
(v) 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;
(vi) BCC contract for an investment project in the form of a BCC contract.
For projects 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 the procedures for deciding investment policy before modifying the investment registration certificate. The application process is similar to the investment registration procedure applicable to the case of application for an investment policy approval.
The investment registration agency prints a receipt of the application from the System and hands it to the investor when submitting the application.
In case the dossier is invalid, the investment registration agency shall notify the investor in writing of invalid contents within 03 working days from the date of receipt of the dossier for the investor to amend or supplement the application. fig.
Within 10 working days after receiving a complete dossier as prescribed in Clause 2 of this Article, the investment registration agency shall adjust the investment registration certificate; in case of refusing to modify an investment registration certificate, it must notify the investor in writing, clearly stating the reason.
Step 2: Change relevant contents on the Certificate of Business Registration and Post Business Registration Information on the National Business Registration Portal
In case the adjustment of an investment certificate changes relevant information in the enterprise registration certificate, the investor must carry out procedures for changing the enterprise registration in accordance with the 2014 Law on Enterprises.
In case the investor’s request for modification of the Certificate of investment registration results in the investment project subject to an investment policy decision, the investment registration agency shall carry out the procedures for the owner decision. investment account before adjusting the Investment Registration Certificate.
For enterprises that have not yet carried out the procedures for splitting the Enterprise Registration Certificate, they must split the Investment Certificate into their Investment Registration Certificate and Enterprise Registration Certificate and re-issue a new seal. declaration of seal sample according to regulations
For newly adjusted business lines, it is a conditional business line that requires enterprises to ensure the conditions in the course of operation.
Competent agency to modify Investment Certificate
Agencies competent to modify investment registration certificates (investment registration agencies) include the following agencies:
1. The Management Board of industrial parks, export processing zones, hi-tech parks and economic zones receives and adjusts investment registration certificates for investment projects in industrial parks, export processing zones and economic zones. high technology, economic zone.
2. Department of Planning and Investment:
The Department of Planning and Investment where the investor locates or intends to locate the head office or executive office to implement the investment project receives or modifies the Investment Registration Certificate for the following investment projects :
Investment projects implemented in many provinces and centrally run cities.
Investment projects implemented inside and outside industrial zones, export processing zones, hi-tech zones and economic zones.
The Department of Planning and Investment receives and modifies the Investment Registration Certificates of investment projects outside industrial zones, export processing zones, hi-tech zones, economic zones, except the above case.
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