Requirements
Natural persons
Legal persons
Representatives
A. For all case of re-registration of company without amendment of business registration contents and investment project
1.
Re-Registration of Enterprise and Investment project (apdx I-13) (original)
2.
List of members (original)
after re-registration
or
List of founding shareholders (original)
after re-registration
3.
Amended draft of company charter (original)
made in compliance with Law on Enterprises having all signatures of the legal representative and of members or their authorized representatives for limited liability companies with two or more members; of founding shareholders or their authorized representative
4.
Decision on company re-registration (original)
of owner/(s) of enterprise or of Board of Directors of enterprise with 100% foreign capital or of Board of Directors of joint-venture company or of Sharholders General Meeting of joint stock company with foreign investment capital.
5.
Authenticated copy of current investment certificates
and all of amended investment certificates
6.
Meeting minutes on company re-registration (original)
of the Board of Management for joint venture company; Minutes of meeting of the Board of Management or the written agreement of the foreign investors (in case of foreign investors) or of investors for companies with 100% foreign capital; of the General Meeting of Shareholders for joint stock company agreeing to re-register the company and pass the Charter (revised)
7.
Investment project proposal (apdx I.3, Circular 16/2015/TT-BKHĐT) (original)
(2 preceding years of the date of re-registration)
8.
Authenticated copy of Passport or Vietnamese ID card of new legal representative
9.
Passport or Vietnamese ID card of the people submitting the application/collecting result (original)
to present at the counter
I. For company owners after re-registration being individual investors, supplement:
1.
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Authenticated copy of passport or Vietnamese ID card of investor
II. For company owners after re-registration being foreign corporate investors, supplement (for Vietnamese corporate investors, the legalized copy and Vietnamese version of following documents shall be replaced by authenticated copy only)
1.
Certified vietnamese version of legalized copy of certificate of incorporation
2.
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Authenticated copy of passport or Vietnamese ID card of legal representative
after re-registration, following Decision on company re-registration
3.
Vietnamese version of power of attorney from the investor to the representative (original)
*) Note: In addition to the above, the enterprises which have had foreign investment capital and obtained investment certificate prior the 1st July 2006 whose operation has expried after the 1st July 2006 and not yet been dissolved are suggested to continue to operate and will need to submit supplimentary documents below:
1.
Commitment of company (original)
of self–responsibility about the obligations and transactions from time the operation has expired to the time the company is re-registered and the commitment to implement financial obligations to the state
2.
Report on business activities (Form 04-CS/SXKD) (original)
of the year(s) preceding the year of investment certificate expiration to time the company is re-registered subject to Circular 04/2011/TT-BKHĐT dated 31st March 2011 issued by the Ministry of Planning and Investment setting basic statistical reporting regime applicable for state- owned enterprises, enterprises and projects with foreign direct investment.
III. For case of authorization:
1.
Power of attorney from the investor to the authorized person/authority (original)
Time frame
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 88
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 170.2
3.
Law No 37/2013/QH13 of National Assembly dated June 20, 2013 on amending and supplementing the Article 170 of the Law on Enterprise
Article 1
4.
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
Article 86.2
5.
Decree 194/2013/NĐ-CP of Goverment dated January 21, 2013 on the re-registration, transformation of foreign-invested enterprises and renewal of investment license of investment projects in the form of business cooperation contract
articles 6, 7, 8, 9
6.
Decree No. 78/2015/ND-CP of the Government dated September 19, 2015 on enterprise registration
Article 24
7.
Circular No. 20/2015/TT-BKHDT of the Ministry of Planning and Investment dated December 1, 2015 on business registration
Article 9
8.
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
Article apdxI-13
Additional information
1) Dossier of re-registration is made into 3 sets, in which have at least 1 original set.
2) In case of having contents of verification which need to be consulted Ministries, sectors or must be submitted to the Prime Minister, dossier shall be made into 10 sets, in which have at least 1 setof original dossier.
Who certified this information ?
Mr. Nguyễn CHÍ HIẾN, Director,
30/01/2015
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