Before a foreign investor wants to open a company in Vietnam, he / she must apply for a project at the Investment Registration Authority . This is called the procedure for obtaining an investment registration certificate for the project. After obtaining an Investment Registration Certificate (IRC), the investor will need to apply for an Enterprise Registration Certificate (ERC). And when there is a need to modify the investment registration certificate, the investor shall carry out the procedures for adjusting the investment registration certificate . This article, Thanh Do Law would like to introduce to customers ” Investment registration certificate adjustment service 

I. LEGAL BASIS

1. Law on Investment 2014 ;

2. Decree No. 118/2015 / ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;

3 . Circular 16/2015/TT-BKHDT prescribes the forms for implementing investment procedures and reporting investment activities in Vietnam ;

4. Other relevant legal documents.

II. CASES IN WHICH INVESTMENT REGISTRATION CERTIFICATES MUST BE MODIFIED

– Investor adjustment (Name, passport number, address, email , … )

– Adjusting investment capital, progress of capital contribution and capital mobilization, extension of investment capital contribution

– Adjust project objectives (Industry investment)

– Adjust project objectives and scale

– Adjust the name / location of the investment project

– Adjusting the progress of investment projects; progress of implementing activity goals

– Correction of information on investment registration certificates

– Some other cases of adjusting investment certificates

– Steps to carry out procedures for adjusting investment registration certificate

III. RECORD OF ADJUSTMENT CERTIFICATE OF INVESTMENT REGISTRATION

Case 1 . 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 the adjustment of projects invested by investors;

(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 change of 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 …

Case 2. Dossier for modification of investment registration certificates for projects subject to investment policy decision

Similar to the dossier for adjustment of the investment registration certificate, for projects not required to apply for an investment policy decision .

Note:

– For projects subject to investment policy decision, when adjusting investment projects related to investment objectives, locations, main technologies, increase or decrease of investment capital by more than 10% of total investment capital. Investment, implementation period, change of investor or change of conditions for investors (if any), the investment registration authority shall carry out procedures for investment policy decision before adjusting the Certificate. investment registration.

– In case the investor’s request for modification of the investment registration certificate results in the investment project subject to an investment policy decision, the investment registration agency shall carry out the procedures for decision. investment policy before adjusting the Investment Registration Certificate.

Case 3. The dossier and procedures for the adjustment of the investment registration certificate must contain the investment policy decision of the Prime Minister

– A set of documents such as those for implementing policy decisions of the People’s Committee of the province

Case 4. The dossier and procedures for adjusting the investment registration certificate must contain the investment policy decision of the National Assembly.

– A set of documents such as those for implementing policy decisions of the People’s Committee of the province

– Plan for site clearance, migration and resettlement (if any);

– Preliminary environmental impact assessment, environmental protection solutions;

– Assessment of the project’s socio-economic impact and efficiency;

– Propose specific mechanisms and policies (if any).

IV. ORDER AND PROCEDURES FOR ADJUSTMENT OF INVESTMENT REGISTRATION CERTIFICATE

4.1. Procedures for adjusting investment registration certificates

Step 1: Prepare 01 dossier if case 1; 04 sets of application for case 2; 08 sets of application for case 3; 21 sets of application for case 4.

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 apply 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 of investment policy / certificate of registration of the investment;

Step 5: Investor receives the result of Investment Policy and / or Investment Registration Certificate after the adjustment;

4.2. Deadline for handling records

– Case 1: 10-15 working days

– Case 2:

+ Within 03 working days from the date of receipt of a valid dossier, the Department of Planning and Investment shall send the dossier to the relevant state agency for comments on the adjusted contents.

+ Within 10 working days from the date of receiving the request from the Department of Planning and Investment, the agencies are consulted on the adjustment contents under their management.

+ Within 05 working days from the date of receiving the comments of the above agencies, the Department of Planning and Investment shall make an appraisal report on the adjusted contents.

+ Within 05 working days from the date of receipt of the appraisal report from the Department of Planning and Investment, the People’s Committee of the province decides to adjust investment policy.

+ The Department of Planning and Investment shall amend the Investment Registration Certificate to the investor within 03 working days from the date of receipt of the decision on investment policy adjustment from the People’s Committee of the province.

– Case 3:

+ Within 03 working days from the date of receipt of a valid application, the Department of Planning and Investment shall send the application to the Ministry of Planning and Investment, and at the same time send it to the relevant state agency. to get comments on adjusted content.

+ Within 10 working days from the date of receiving the request from the Department of Planning and Investment, the agencies are consulted on the adjustment contents under their management.

+ Within 20 days from the date of receiving a valid dossier, the Department of Planning and Investment shall submit to the provincial-level People’s Committee for consideration and send comments to the Ministry of Planning and Investment on the adjusted contents. 

+ Within 15 days after receiving the opinion of the People’s Committee of the province, the Ministry of Planning and Investment shall make an appraisal report on adjusted contents and submit it to the Prime Minister for decision on adjustment of the first policy. private.

+ Within 7 working days from the date of receipt of the appraisal report from the Ministry of Planning and Investment, the Prime Minister shall consider and decide on investment policy adjustment.

+ Within 05 working days from the date of receipt of the decision on adjustment of investment policy, the Department of Planning and Investment shall adjust the Investment Registration Certificate for the investor.

– Case 4: According to the agenda and session of the National Assembly

4.3. 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;

– For projects requiring a policy decision of the Prime Minister, the National Assembly, apart from the above agencies, the authority to handle the application rests with the Ministry of Planning and Investment .

Investment certificate adjustment service of Chengdu Law  

– Thanh Do Law advises clients on conditions, documents, and procedures for adjusting investment certificates;

– Drafting legal documents for business-related enterprise content adjusted according to the provisions of law and business information providers;

– Representation under authorization of the client perform the procedure to adjust the investment certificate at the state agency authorized;

– Follow up the process of accepting the application by the competent state agency, explain to the state agencies about the issues related to the application for the adjustment of the Investment Certificate;

– Guide enterprises to carry out legal procedures arising after adjusting investment certificate;

– Counseling on granting and adjusting related sublicenses after adjusting investment certificates for enterprises;

– Advice on changing the business registration certificate after adjusting the investment certificate;

– Support for legal issues arising in the course of doing business for investors in Vietnam;

– Consulting on tax and accounting procedures for foreign-invested enterprises;