PROCEDURES FOR ADJUSTING THE CERTIFICATE OF INVESTMENT REGISTRATION OF FOREIGN INVESTMENT PROJECTS

PROCEDURES FOR ADJUSTING THE CERTIFICATE OF INVESTMENT REGISTRATION OF FOREIGN INVESTMENT PROJECTS

Depending on the actual conditions, there may be modifications in the project's operations and activities as it is being implemented in Vietnam. As a result, investors must go through steps to update the Investment Registration Certificate to reflect the current circumstances. Therefore, HTC Vietnam Legal Company Limited provides consulting services regarding the procedures for adjusting the investment certificate of foreign investment projects in Vietnam.

I. LEGAL BASIS:

- Investment Law 2014

- Decree 118/2015/ND-CP

II. SCOPE OF CONSULTATION

1. The Investment Registration Certificate is required adjustment in the following cases:

According to the provisions of Decree 118/2015/ND-CP, cases where it is necessary to adjust the Investment Registration Certificate:

- In case of a change to the investment project’s name, investor’s address, or investor’s name.

- In case of a change in the investment project’s location, land area, targets, scale, capital, capital contribution schedule or capital raising schedule, operating duration, execution schedule, investment incentives, investment assistance (if any) and conditions to be fulfilled by the investor.

- The investor is entitled to transfer part or all of the project to another investor according to point 1, Article 45 of the Law on Investment 2014.

- A business organization established on the basis of a corporate division, acquisition, consolidation, or conversion shall inherit the investor’s rights and obligations to the investment project before restructuring.

2. Dossiers for adjustment to the Certificate of Investment Registration

When the Investment Registration Certificate need to be adjusted, investors are required to prepare a dossier to carry out the procedures for adjusting the Investment Registration Certificate. According to the provisions of Article 40, Paragraph 2 of the Investment Law, the dossier includes:

- The application for adjustment to the Certificate of Investment Registration (follow the Sample I.9 of Official document 4326/BKHĐT-ĐTNN dated June 30, 2015, regarding procedures for receipt of investment application forms under the Law on Investment);

- A report on project execution up to the date of project adjustment;

- A decision on adjustments to the investment project;

- Documents mentioned in Points b, c, d, dd and e Clause 1 Article 33 of this Article relevant to the adjustments.

3. Procedures for adjusting the the Certificate of investment registration

a. Procedures for adjusting Investment Registration Certificates of investment projects that are not required to have decisions on investment guidelines

- In case of a change to the investment project’s name, investor’s address, or investor’s name, the investor shall submit an application for adjustments to the investment project to the investment registration authority together with documents about such changes.

- The investment registration authority shall adjust the Investment Registration Certificate within 03 working days from the day on which the application for adjustment is received.

- .Within 10 working days from the receipt of the valid application as specified in Clause 2 of this Article, the investment registration authority shall adjust the Investment Registration Certificate.

b. Procedures for adjusting Investment Registration Certificates of investment projects whose decisions on investment guidelines are issued by the People’s Committees of provinces

- The investor shall submit 04 sets of application specified in Clause 2 Article 33 of this Decree to the investment registration authority;

- Within 03 working days from the receipt of the valid application, the investment registration authority shall send the application to relevant authorities to receive comments about the adjustments;

- Within 10 working days from the day on which the request of the investment registration authority is received, the authorities mentioned in Point b of this Clause shall make comments about the issues under their management;

- Within 05 days from the receipt of the comments from the authorities mentioned in Point c of this Clause, the investment registration authority shall make and submit a review report to the People’s Committee of the province;

- Within 05 working days from the receipt of review report from the investment registration authority, the People’s Committee of the province shall issue the decision on adjustments to investment guidelines and send it to the investment registration authority;

- According to the decision on adjustments to investment guidelines for the People’s Committee of the province, the investment registration authority shall adjust the Investment Registration Certificate within 03 working days from the day on which the decision is received.

c. Procedures for adjusting Investment Registration Certificates of investment projects whose decisions on investment guidelines are issued by the Prime Minister

- The investor shall submit 08 sets of application specified in Clause 2 Article 33 of this Decree to the investment registration authority;

- Within 03 working days from the receipt of the valid application as set out in Point a of this Clause, the investment registration authority shall send 02 sets of the application to the Ministry of Planning and Investment and one set to each relevant competent authority to receive comments about the issues specified in Clause 3 Article 30 of this Article;

- Within 20 days from the receipt of the valid application as set out in Point a of this Clause, the investment registration authority shall request the People’s Committee of the province to consider and send comments about the issues specified in Clause 5 Article 31 of this Decree to the Ministry of Planning and Investment;

- Within 15 days from the receipt of the comments from the People’s Committee of the province as set out in Point d of this Clause, the Ministry of Planning and Investment shall make and submit a review report to the Prime Minister for issuance of a decision on adjustments to investment guidelines;

- Within 07 working days the receipt of the review report, the Ministry of Planning and Investment and the Prime Minister shall consider issuing a decision on adjustments to investment guidelines. The decision on adjustments to investment guidelines shall be sent to the Ministry of Planning and Investment, the People’s Committee of the province, and the investment registration authority;

- Within 05 working days from the receipt of the decision on adjustments to investment guidelines, the investment registration authority shall adjust the Investment Registration Certificate.

NOTE: Procedures for adjusting Investment Registration Certificates of investment projects whose decisions on investment guidelines are issued by the People’s Committees of provinces and the Prime Minister, when making changes to: targets, location, primary technology, increase or decrease in capital by over 10% that changes the project’s target, scale, and capacity; execution period, or conditions to be fulfilled by the investor (if any).

In all other cases, investors shall follow the procedures for projects not subject to investment approval decisions.

The above is our article on the procedures for foreign enterprises to set up representative offices in Vietnam, assisting clients in meeting their demands swiftly, precisely, and professionally in accordance with the law. HTC Vietnam Law Firm always accompanies clients to provide legal services in the fastest way.

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For more details, please contact:

HTC Vietnam Law Firm

Address: 15th Floor, Multipurpose Building, 169 Nguyen Ngoc Vu, Trung Hoa Ward, Cau Giay District, Hanoi.

Tel: 0989.386.729; Email: [email protected]

Website: https://htc-law.com; https://luatsuchoban.vn

(Writer: Thanh Tuyet)

Translator: Pham Nguyen Nhat Linh