Procedures for adjusting investment certificates according to Vietnam regulations
Hello Lawyer, currently our business is investing in the field of mineral exploitation. However, shortly, according to the company’s plan, we will carry out more mineral processing activities. Lawyer let me ask, in this case; Does our business have to make adjustments to the investment certificate? If yes, what are the order and procedure?
Here, Lawyer X would like to answer your questions as follows:
Legal grounds
– Investment Law 2020
– Decree 31/2021/ND-CP
Cases in which the investment certificate needs to be adjusted
According to Clause 2, Article 41 of the Law on Investment 2020; the enterprise may amend the investment registration certificate in case the adjustment of the investment project changes the contents of the investment registration certificate; tools in the following cases:
– Change the code of the investment project;
– Change the name, address, information of the investor;
– Replace the name of the investment project;
– Besides, change of investor;
– Changing the location of the investment project; the land area used in the investment project;
– Change, transfer investment projects;
– Moreover, transfers in investment project objectives and scale;
– Change in contributed capital/capital contribution (including capital contributed by investors and capital mobilized from outside): increase in capital…;
– Replace the schedule of capital contribution and mobilization of investment projects;
– After that, change in the progress of the investment project: The progress of infrastructure construction, the progress of putting the project into operation; progress towards implementation of operational objectives; main items of the project; in case the project is implemented in phases; must specify the following: objectives, deadlines; contents of activities in each stage;
– Validated technological change; consult in the process of approving the investment policy;
– Investment incentives and support (and application grounds and conditions);
Dossier of request for adjustment of investment certificate
Depending on each case, there will be specific investment requirements that the application file will be different. However, basically according to the provisions of Article 44 of Decree 31/2021/ND-CP, the dossier includes:
– A written request for adjustment of the investment project;
– Report on the implementation of the investment project up to the time of adjustment;
– Investor’s decision on the adjustment of the investment project for institutional investors;
Procedures and orders for adjustment of investment certificates
In case there is no foreign investor, new capital contribution or share purchase
Steps to adjust the investment certificate:
Step 1: Before carrying out the procedure for adjusting the Investment Registration Certificate; Investors declare online information about investment projects on the National Foreign Investment Information System.
Step 2: Within 15 days from the date of online application declaration; investors submit application documents; to amend the Investment Registration Certificate for the Investment Registration Authority.
Step 3: After the Investment Registration Authority receives the application; then, investors are granted an account to access the National Information System on Foreign Investment to monitor the application processing situation.
Step 4: The investment registration agency uses the National Foreign Investment Information System to receive; process and return investment registration results, updating the status of application processing.
Step 5: Change relevant content on the Certificate of Business Registration; and Posting Business Registration Information on the National Business Registration Portal.
In case the adjustment of the Investment Certificate changes relevant information in the Certificate of Business Registration; The investor must carry out procedures for changing business registration by the provisions of the Enterprise Law 2020.
In case there are new foreign investors to contribute capital or buy shares
- Step 1: The investor submits the application file to the investment registration agency where the economic organization’s head office is located to carry out the procedures for registration of capital contribution; buy shares; capital contribution to foreign-invested companies;
- Step 2: The investor applies to the business registration office to complete the procedures for recording investor information on the Business Registration Certificate;
- Step 3: Carry out the procedures for adjusting the investment certificate to update the information of the new investor and the adjusted contents related to the investment project.
- Step 4: In case the investor implements additional conditional business lines; information on the business registration certificate continue to carry out the procedures for changing the business registration certificate at the business registration office;
- Step 5: Apply for a business license for conditional business lines by specialized laws.
Note
– The investor’s proposal on adjusting the contents of the Investment Registration Certificate; leading to investment projects subject to the decision on investment policies; The investment registration agency shall carry out the procedures for deciding on investment policies before amending the Investment Registration Certificate.
– Besides, enterprises that have not yet carried out the procedures for separating the Certificate of Business Registration; moreover, must separate the Investment Certificate into the Investment Registration Certificate, and Certificate of business registration and re-issue a new seal according to regulations;
– For newly adjusted business lines, which are conditional, enterprises are required to ensure conditions during operation.
We invite you to learn more
Transfer of investment projects associated with the transfer of land use rights in Vietnam
Financial analysis and investment appraisal according to Vietnamese law
Frequently asked questions
So, According to the provisions of Clause 2, Article 3 of the Law on Investment in 2020; an Investment registration agency is a state agency competent to grant, amend and revoke the Investment Registration Certificate.
So, According to the provisions of Clause 13, Article 3 of the Law on Investment in 2020; Offshore investment activity means an investor transferring investment capital from Vietnam to a foreign country, using the profits earned from this investment capital to carry out investment and business activities abroad.
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