Requirements
Natural persons
Legal persons
Representatives
1.
Registration/Request for adjustment of investment certificate (apdx I-4) (original)
for cases where Investment Certificate is not associated with establishment of enterprise
or
Registration/Request for adjustment of investment certificate (apdx I-6) (original)
for cases where Investment Certificate is associated with establishment of enterprise.
or
Registration of amendment of business registration contents (apdx I-7) (original)
2.
Authenticated copy of current investment certificates (original)
3.
Report on operation (original)
of project until the moment of amendement; containing the following major details: informations about investors, objective, scale and location of investment project; investment capital; project execution schedule; land use requirements; technical and environmental solutions, investment incentives proposal (if available); documents proving completion of escrow.
4.
Decision on contents of amendment (original)
-of Members`Council in case of companies with two or more members;
-of Owner in case of one-member limited liability companies
;
-of General Meeting of Shareholders in case of shareholding company.
5.
Meeting minutes on contents of amendment (original)
-of Members`Council in case of companies with two or more members;
-of General Meeting of Shareholders in case of shareholding company.
6.
Passport or Vietnamese ID card of the people submitting the application/collecting result (original)
to present at the counter
I. For amendement of content of business registration:
1. For change of company charter:
1.
Amended draft of company charter (original)
of the company having all signatures of the legal representative and of members or their authorized representatives for limited liability companies with two or more members; of owner for one-member limited liability companies;of founding shareholders or their authorized representatives for shareholding companies
2. For change of company’s legal representative:
1.
Authenticated copy of Passport or Vietnamese ID card of new legal representative
3. For change of company’s charter capital (reducing):
1.
Commitment to pay all debts and other financial obligations (original)
(for case of reducing charter capital, not applicable for one-member limited liability company)
2.
Latest audited financial report (original)
at the time closest to the time decided to reduce its charter capital; for companies with foreign shareholding accounting for over 50%, the financial statements must be certified by independent auditors.
4. For change of founding shareholders of shareholding companies:
1.
List of founding shareholders (original)
including the signature of all of founding shareholders and legal representative of the enterprise - in cases of amendement of list of shareholders.
and documents showing legal status of new investors:
4.1. For new individual investors:
1.
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Authenticated copy of passport or Vietnamese ID card of investor
4.2. For new corporate investors:
1.
Certified vietnamese version of legalized copy of certificate of incorporation
2.
Vietnamese version of power of attorney from the investor to the representative
3.
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Authenticated copy of passport or Vietnamese ID card of legal representative
4.3. For case of changing founding shareholder due to capital transfer:
1.
Share transfer contract (original)
2.
Documents on fulfillment of the transfer (original)
5. For change of members of limited liability companies with two or more members:
1.
List of members (original)
in cases of amendement of list of founding members of the company
and documents showing legal status of new investors:
5.1. For new individual investors:
1.
Authenticated copy of passport or Vietnamese ID card of investor
5.2. For new corporate investors:
1.
Certified vietnamese version of legalized copy of certificate of incorporation
2.
Vietnamese version of power of attorney from the investor to the representative
3.
Authenticated copy of passport or Vietnamese ID card of legal representative
5.3. For change of members due to admission of a new member:
1.
Written certification (original)
of the capital contribution of the new member to the company
5.4. For change of members due to transfer of capital contribution:
1.
Capital transfer contract (original)
2.
Documents on fulfillment of the transfer (original)
5.5. For change of member due to inheritance, suppliment:
1.
Written certification (original)
of legal inheritance of inheritor
5.6. For change of member due to presentation of capital contribution:
1.
Capital contribution presenting contract (original)
6. For change of company owner in one-member limited liability company upon transfer of entire company charter capital from existing owner to other person or institution:
1.
List of authorized representatives (original)
in case of one-member limited liability companies having two or more authorized representatives of the owner
2.
Capital transfer contract (original)
3.
Documents on fulfillment of the transfer (original)
and documents showing legal status of new investors:
6.1. For new individual investors:
1.
Authenticated copy of passport or Vietnamese ID card of investor
6.2. For new corporate investors:
1.
Certified vietnamese version of legalized copy of certificate of incorporation
2.
Vietnamese version of power of attorney from the investor to the representative
3.
Authenticated copy of passport or Vietnamese ID card of legal representative
II. For amendement of content of investment project:
1. For change of total investment capital or ratio of capital contribution:
1.
Investment project proposal (apdx I.3, Circular 16/2015/TT-BKHĐT) (original)
2. For amendement of capital of investment projects which, upon amendment, have an invested capital of three hundred (300) billion VND or more:
1.
Economic-technical explanatory statement (original)
(clearly mentioning changes in comparison with currently implemented project) and reasons for changes
III. For change of signed BCC contract, supplement:
1.
Business cooperation contract (original)
(amended)
IV. For case the Joint Venture established between foreign investor and Vietnamese investor, suppliment:
1.
Joint venture contract (original)
(amended)
V. For case of authorization:
1.
Power of attorney from the investor to the authorized person/authority (original)
Time frame
- For project having capital below 300 billion VND, the waiting time until collecting amended investment certificate is 15 working days after submitting a complete set of regular application file for amendment of investment certificate.
- For project which needs to be inspected to obtain the amended investment certificate , the waiting time until collecting investment certificate is 15 working days in minimum and 23 days at maximum after a complete set of regular application file for amendment of investment certificate is submitted.
Waiting time in queue:
Max. 5mn
Attention at counter:
Min. 5mn - Max. 15mn
Waiting time until next step:
Min. 10 days - Max. 15 days
Legal justification
1.
Law No. 67/2014/QH13 dated November 26 of the National Assembly on Investment
Article 51
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 26
3.
Decree No. 118/2015/ND-CP of the Government dated November 12, 2015 providing guidelines for implementation of a number of articles of Law on Investment
articles 51, 52
4.
Decree No. 78/2015/ND-CP of the Government dated September 19, 2015 on enterprise registration
articles 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44
5.
Decree 05/2013/NĐ-CP of Goverment dated January 09, 2013 on amending and supplementing a number of articles of provisions on administrative procedures of Government’s Decree No. 43/2010/ND-CP dated April 15, 2010, on enterprise registration
articles 1.1, 1.2
6.
Circular No. 20/2015/TT-BKHDT of the Ministry of Planning and Investment dated December 1, 2015 on business registration
articles 9, 17, 18, 19, 20, 21, 22
7.
Circular No. 176/2012/TT-BTC dated Oct 23, 2012 of the Ministry of Finance on the fee tariff, collection, payment, management and use of fees for business registration, household registration and fee for information provision
articles appendixI-4, I-6, I-7
8.
Circular No. 106/2013/TT-BTC dated Aug 09, 2013 of the Ministry of Finance amending Circular No. 176/2012/TT-BTC
Article 14
Additional information
1) For projects below 300billion VND: 1 set of original and 2 sets of copies of documents are required for submission.
2) For projects which need to be inspected to obtain amendment of Investment Certificate: 1 set of original and 7 sets of copies of documents are required for submission.
Who certified this information ?
Mr. Nguyễn CHÍ HIẾN, Director,
30/01/2015
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