During the business operation of a foreign-invested enterprise in Vietnam, there are changes in business lines, it is necessary to carry out the procedures for changing the investment certificate (changing the investment license). At the same time, enterprises must carry out procedures to change the business registration certificate to avoid being sanctioned for administrative violations in the field of investment planning. If sanctioned, it will cause great trouble for foreign-invested enterprises to do business in Vietnam in the future. Thanh Do Lawfirm would like to introduce the article ” Procedures for adjusting the business line of an investment license” for your reference 

I. Legal basis

Schedule of commitments of Vietnam in WTO

Law on Investment 2014;

Law on Enterprises 2014;

Decree No. 50/2016 / ND-CP Sanctioning of administrative violations in the field of investment plans.

Relevant legal documents.

III. Industry adjustment conditions on investment registration certificates .

Business lines that are not in the industries banned from business and investment in Article 6 of the Law on Investment 2014;

– Professions subject to conditions in Appendix IV of the Law on Investment must satisfy the conditions prescribed by law prior to doing business;

– For industries which are not on the WTO commitments and do not regulate investment conditions for foreign investors in Vietnam, when registering the investment registration agency, consult the Ministry of Planning and Investment and relevant Ministries. directly to that profession. For example: Registration of business lines Billiards and Golf must consult the Ministry of Planning and Investment, the Ministry of Industry and Trade, the Ministry of Culture, Sports and Tourism.

IV. Order and procedures for industry adjustment on the investment registration certificate

4.1. Adjustment procedures on the Investment Registration Certificate

Step 1: Prepare 01 set of dossier to submit to the investment registration agency according to the following instructions:

No profile name
1 Text proposed project adjustments Investment
2 Report on the implementation of investment projects up to the time of adjustment
3 Decision of the investor on the adjustment of the investment project performance target
4 Notarized copy of Investment Registration Certificate
5 An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, investment duration, and progress. , labor demand, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency
6 Copy of one of the following documents: financial statements of the investor for the last 2 years; commitment to financial support of the parent company; commitment to financial support of a financial institution; guarantees on investors’ financial capacity; Documents explaining the financial capacity of the investor
7 Explanation of the ability to satisfy conditions that investment projects must satisfy in accordance with law, for projects in conditional investment domains
8 Power of attorney for the person performing the procedure (if any)

Step 2: Submit the above documents to the Investment Registration Authority after completing the information on website dautunuocngoai.gov.vn or fdi.gov.vn

Step 3: Within 15 working days, the Investment Registration Office will issue the result of the Investment Registration Certificate / Notice of amendments and supplements, the dossier.

Step 4: Get results at the One-door department.

4.2. Industry adjustment procedures in the business registration certificate

Step 1 : Prepare 01 set of documents to submit to the Business Registration Office according to the following instructions:

No profile name
first Notice of changes to business registration content
2 The decision and valid copy of the meeting minutes of the Members’ Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies and general partners, for partnerships; decisions of the company owner for one-member limited liability companies on the addition or change of business lines
3 Power of attorney for the person performing the procedure (if necessary)
4 A valid copy of one of the personal identification documents of the person authorized to perform the procedure

Step 2: Within 03 working days, the Business Registration Office will issue a valid notice / notice of document amendment.

Step 3: Get results at the one-door or the Post Office

V. Penalty for not modifying the investment registration certificate

Under the provisions of Decree No.50/2016/ND-CP Penalties for administrative violations in the field of investment planning:

No Violation Fines

(VND)

Remedy
first Failure to report to the investment registration authority before starting the implementation of an investment project for projects not required to be issued with Investment Registration Certificates . 1,000,000-5,000,000  
2 Failure to report on investment activities, report on supervision and evaluation of investment projects 5,000,000-10,000,000  
Reporting dishonest investment activities  
Business investment in sectors and trades subject to conditional business investment but failing to meet the conditions specified in the Investment Law  
Establishment of an executive office of a foreign investor in a business cooperation contract (BCC contract) but not registered with the investment registration agency where the executive office is located Enforced registration of the establishment of executive office of foreign investors in BCC contract
Termination of operation of the executive office of a foreign investor in a BCC contract without notifying the investment registration agency where the executive office is located . Forced notification to the investment registration agency
3 dossiers project investment untruthful or inaccurate to be granted investment certificates, certificates of investment registration, the first policy decision t u . 10,000,000-20,000,000  
4 Failure to carry out the procedures for registration of capital contribution, share purchase, or capital contribution to economic organizations 20,000,000-30,000,000  
Not performing procedures for investment project adjustment  
Delaying project implementation, investment progress without making a written proposal to the investment registration agency or giving notice but without the written approval of the investment registration agency  
Suspension of an investment project without written notice to investment registration authority or without written approval of the investment registration authority  
Failure to carry out procedures for termination of investment projects or for liquidation of investment projects .  
5 Failure to carry out investment activities in accordance with the contents of the application for investment registration (for the case in which the investment registration certificate is not required) or the Investment Certificate, or the Investment Registration Certificate, Decision on investment policy 30,000,000-40,000,000  
Failure to meet the conditions for investment in the form of capital contribution, share purchase, or capital contribution of foreign investors  
Not fully meeting the conditions when transferring an investment project  
Investment in business sectors and trades banned from business investment in accordance with the Law on Investment  
6 Not fully implementing investment order and procedures 40,000,000-60,000,000  
Continue implementing the project when it is decided to stop working by the investment registration agency  
Continue to implement the project when it has terminated without the approval of the investment registration agency  
Do not carry out an investment project after 12 (twelve) months without the approval of the investment registration authority .  
7 implementation project plan without an investment certificate, certificate of registration of the investment, the investment policy decision   . 60,000,000-80,000,000