The foreign investor can change in case there is an additional foreign investor/capital withdrawal or the project is transferred to another investor. In case of change of investor, the enterprise must carry out the procedure Change of investor in the implementation of investment project.

I. LEGAL BASIS

– Law on Investment 67/2014/QH13;

– Enterprise Law No. 68/2014/QH13;

– Decree 118/2015/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;

– Other relevant legal documents.

II. THE ORDER OF IMPLEMENTATION OF THE PROCEDURES FOR CHANGING THE INVESTOR OF THE INVESTMENT PROJECT IMPLEMENTATION ORGANIZATION

Step 1: Carry out the registration procedures for foreign investors to contribute capital, buy shares, or purchase capital contributions in the enterprise.

The step 1 procedure applies only to the following cases:

a) The company’s business lines have conditions as per Appendix IV of the Law on Investment 2014;

b) Where a foreign investor contributes capital, purchases shares or capital contribution, the foreign investor or economic organization holds 51% or more of the charter capital of the economic organization.

The composition of the profile for the registration is as follows:

– The written registration of capital contribution, share purchase, capital contribution includes the following contents: information about the economic organization in which the foreign investor is expected to contribute capital, purchase shares or capital contribution; ratio of foreign investors’ ownership in charter capital after capital contribution, share purchase, or capital contribution to economic organizations;

– A copy of the Establishment Certificate or other equivalent document certifying the legal status of the institutional investor.

– A copy of the business registration certificate of the economic organization.

The foreign investor submits the application to the Department of Planning and Investment of the province or centrally run city where the head office of the enterprise is located. T rong time limit of 15 working days since the date of receipt of valid dossiers, agency business registration , issue a notice of meeting eligible capital contribution, purchase of shares, the shares and now Vietnam.

Step 2: Foreign investors contribute capital, buy shares, purchase capital contributions and o economic organizations.

Capital contribution: Confirmation of bank account balance

Transfer: through direct investment capital account by bank transfer.

Members and shareholders transferring capital shall declare tax upon transfer in accordance with law on personal income tax and corporate income tax (if any).

Step 3: Change the Business Registration Certificate to add foreigners in the application for business registration submitted at the Business Registration Office – Department of Planning and Investment

Documents Vietnamese enterprises and foreign investors need to prepare:

– Notice of changes in business registration content;

– Decision on the change of members of the company;

– Meeting minutes on the change of company members;

– The transfer contract and the documents certifying the completion of the transfer, certified by the legal representative of the company (in case of transfer);

– List of members contributing capital or register of shareholders;

– Notarized copy of passport of new member to contribute capital to the company (if any).

After preparing all the above documents, the investor shall carry out the procedure in the following order:

– The enterprise submits 01 set of dossier at the business registration office.

– Within 03 working days after receiving a valid dossier, the business registration agency shall issue a new business registration certificate to the enterprise.

Step 4: Change the investor in the Investment Registration Certificate.

Enterprises need to prepare documents as follows:

– Written request for amendment of Investment Certificate;

– Report on the implementation of the investment project up to the time of requesting adjustment of the investment project;

– A copy of the minutes of the meeting and the investor’s decision to adjust the investment project;

– Investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, duration, investment schedule Investment, labor demand, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency (for projects that have not yet been granted an Investment Registration Certificate and Business Registration). Karma);

– b An authenticated duplicates investment certificates;

– 01 certified true copy of Tax Registration Certificate (for projects that have not yet been granted an Investment Registration Certificate and Enterprise Registration);

– 01 b An authenticated true copy of the certificate of registration of the enterprise;

– Investment report (Enterprise report submitted online on dautunuocngoai.gov.vn)

– Documents certifying contributed enough to the time adjustment: 01 s a oy certified financial statements audited for time adjustments or Certification by the bank on the investors have contributed enough.

– The notarized translation with consular legalization of the business license of the new investor (in case the investor is a legal entity).

– Contribution/share transfer contract and documents proving completion of the transfer (in case of transfer)

– Confirmation of bank account balance (in case of additional capital contribution)

After preparing all the above documents, the enterprise shall submit 1 application at the investment registration certificate- granting agency. Within 10 – 15 working days from the date of receipt of a complete application as prescribed in Clause 2 of this Article, the investment registration authority shall amend 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. 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.

If customers have difficulty in procedures for adjusting the Investment Certificate, please contact Thanh Do Law Firm for the fastest and most accurate support from a lawyer.