Content Summary
Investment Registration Certificate is a legal document issued by the Vietnam authority to foreign investors which states all important information about the investment project. According to Investment Law 2020, when foreign investors want to change the contents of the investment registration certificate, they shall carry out the procedures for adjusting the investment registration certificate.
What is the investment certificate?
Investment Certificate (also known as Investment Registration Certificate) is a document bearing information registered by an investor about an investment project.
Investment Registration Certificate issued by a competent Vietnamese authority to foreign investors when they meet all the investment conditions as prescribed by Vietnamese law.
An investment certificate shall include the following information:
– Name of the investment project
– The investor
– Investment project code
– Location and land area of the investment project
– Objectives and scale of the project
– Investment capital of the investment project
– Duration of the investment project
– Project execution schedule includes:
- Capital contribution and capital raising schedule;
- Schedule of achievement of primary operational objectives of the investment project, execution schedule of each stage (if the project is divided into multiple stages).
– Investment incentives or investment support, and bases or conditions for application thereof (if any)
– Conditions applied to the investor carrying out the investment project (if any).
Adjusting the investment certificate
Adjustment of an investment certificate means that an organization or individual (an owner of the investment project) carries out procedures to change the contents of the investment registration certificate.
According to Clause 2 of Article 41 of Investment Law 2020:
“ The investor shall follow procedures for adjusting the investment registration certificate if the adjustment to the investment project changes the contents of the investment registration certificate.”
Therefore, there are following cases in which the investor has to adjust the investment registration certificate :
- Name of the investment project
- The investor
- Location and land area of the investment project
- Objectives and scale of the project
- Investment capital of the project (including the investors’ contributed capital and raised capital)
- Duration of the investment project
- Project execution schedule, including:
- Capital contribution and capital raising schedule;
- Schedule of achievement .of primary operational objectives of the investment project; execution schedule of each stage (if the project is divided into multiple stages)
- Investment incentives or investment support, and bases or conditions for application thereof (if any).
When an enterprise carries out procedures for the adjustment of investment registration certificate, it has to change relevant contents of the enterprise registration certificate.
Note: According to Clause 4 of Article 41 of Investment 2020, with respect to the investment project whose investment guidelines are approved, the investor is not allowed to extend the investment execution schedule by more than 24 months compared to that stated in the first approval for investment guidelines, except for one of the following cases:
- It is necessary to remedy the consequences of an event of force majeure in accordance with the civil law and the land law;
- The project execution schedule is adjusted because the State delays allocating or leasing out land to the investor or allowing the investor to repurpose land;
- The project execution schedule is adjusted at the request of a regulatory agency or the regulatory agency delays in performing administrative procedures;
- The investment project is adjusted because the regulatory agency changes the planning;
- Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added;
- The total investment capital is increased or reduced by 20% or more, thereby changing the scale of the investment project.
The power to adjust investment registration certificate
According to Article 39 of Investment Law 2020, the power to adjust investment registration certificate prescribed as follows:
- Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall adjust investment registration certificates with regard to the investment projects located therein
- Departments of Planning and Investment shall adjust investment registration certificates with respect to the investment projects outside industrial parks, export-processing zones, hi-tech zones and economic zones;
In addition, the investment registration authority where investment projects are executed or where operating offices are located or expected to be located for execution of investment projects shall adjust investment registration certificates with respect to the following investment projects:
- Investment project that is executed in at least 02 provinces;
- Investment project that is executed both inside and outside industrial park, export processing zone, hi-tech zone or economic zone.
- Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.
Dossier for the adjustment of investment registration certificate
Dossier for the adjustment of investment registration certificate includes:
- An application form for adjustment of the investment project;
- A report on investment project’s progress by the time of adjustment;
- The investor’s decision on investment project adjustment if the investor is an organization
- Explanation or documents relating to the adjustment of the contents including:
- Regarding change of the project location: documents related to the new location such as location lease agreement, land lease, office lease, land use right certificate or equivalent documents identifying the lease right of lessor.
- Regarding change of investment capital: financial statement, bank’s confirmation showing that investor contributed additional capital, explanation of changing content ;
- Regarding change of the name of investment project or the name of investor: Documents related to the change of the name of investment project or the name of investor such as: Copy of the Certificate of Business Registration, Certificate of the change of Investor’s information.
- Other documents related to the changing contents.
Note: Depending on the regulations of each province and adjusting contents of investment certificate, the type of provided documents may be changed;
In case the content of the adjustment of the investment certificate requires the approval of other competent authorities, the investor must submit additional copies of the dossier for the approval of those authorities.
Procedures for adjusting investment registration certificate
Steps to adjust investment certificate
Step 1: Before carrying out the procedures for adjusting investment registration certificate, investor shall declare online all information about the investment project on the National Foreign Investment Information System.
Step 2: Within 15 days from the date of online declaration, investor shall submit the application for adjustment of investment registration certificate to investment registration authority .
Step 3: The investment registration agency receives, processes and gives the results.
Step 4: Adjusting the relevant contents on Enterprise Registration Certificate
In case the adjustment of the Investment Certificate changes relevant information in the Enterprise Registration Certificate, the investor must carry out procedures for changing the enterprise registration certificate in accordance with the provisions of the Enterprise Law 2020.
Note that when adjusting the investment registration certificate
- If the adjustment to an investment project results in the project being subject to approval for its investment guidelines, the investor has to apply for approval for investment guidelines before adjusting the investment project
- For enterprises that do not carry out the procedures for separating the Enterprise Registration Certificate, they must separate the Investment Certificate into an Investment Registration Certificate and an Enterprise Registration Certificate and apply for a new seal according to regulations.;
- If the adjusted business line is the conditional business line, enterprise is required to ensure the condition during its operation.
Time for adjusting Investment Registration Certificate
According to Investment Law 2020 and other guiding documents, period of time to carry out the adjustment procedure is prescribed as follows:
- Regarding the change of project’s name or investor’s name, time for the adjustment of Investment Certificate is 03 working days from the date of receiving valid dossier
- Regarding the change of other contents of the project: time for the adjustment of Investment Certificate is 10 working days from the date of receiving valid dossier
Some relevant questions
Is it compulsory to adjust the investment registration certificate?
The investor shall carry out the adjustment procedures in case the adjustment of the investment project changes the contents of the Investment Registration Certificate. Therefore, when changing the contents of an investment project, the Investment Registration Certificate must be adjusted. Failure to make adjustments to the investment project may result in a fine ranging from VND 20,000,000 to VND 30,000,000. (Decree 50/2016/ND-CP)
How long does it take to adjust the investment certificate?
According to Investment Law 2020, it takes 10 working days from the date of receiving valid dossier
How much does it cost to adjust the investment certificate?
Currently, foreign-invested enterprises do not have to pay fees and charges for the issuance of an adjusted investment registration certificate.
Is it possible to make multiple adjustments in one dossier?
The Investment Law and its guiding documents do not limit the implementation of procedures for changing the investment registration certificate, so it is possible to combine all adjusted contents into one dossier. However, based on each case, investors shall consider that it is reasonable to combine all adjusted contents into one dossier.
Will the project code be changed after completing the procedure for changing the investment registration certificate ?
The project code will not be changed after completing the adjustment procedure. Only the adjusted information will be updated on the Investment Registration Certificate.
This is a detailed guide on the procedure for adjusting the Investment Registration Certificate. If you have any problems please contact Hotline: 0987.748.111 or send Email to info@azlaw.com.vn for specific advice and preferential service fee quotes from AZLAW
