Procedures for changing investors

Vietnam is gradually becoming one of the ideal destinations for foreign investors to carry out investment projects. According to Vietnam’s investment law, foreign investors must be granted an investment registration certificate before being allowed to implement investment projects in Vietnam. However, in the case where an investor, after being granted an investment registration certificate, wants to change the content related to the investor in the investment registration certificate, how should they proceed? Please join Siglaw Firm to find out right away.

Overview of investment registration certificate

According to Clause 11, Article 3 of the Investment Law 2020, an Investment Registration Certificate is a document, either in paper or electronic form, which records the registration information of an investor regarding an investment project. 

Article 40 of the Investment Law 2020 stipulates the content of an Investment Registration Certificate, including: (1) Project name; (2) Investor information; (3) Project identification code; (4) Project location and land area; (5) Project objectives and scale; (6) Total investment capital; (7) Project operation period; (8) Project implementation schedule; (9) Investment incentives and support (if any) and legal basis for application; (10) Conditions for the investor to implement the project (if any).

What are the requirements for amending the investor information in an investment registration certificate?

According to Circular No. 03/2021/TT-BKHĐT, the investment registration certificate must record basic information of the investor, including: full name, gender, nationality, legal documents of the individual (personal identification/ID card/passport/other legal personal identification documents), tax code, permanent address, current residence… for individual investors; business name/organization, legal documents of the organization (Decision of establishment/Business registration certificate/other equivalent documents), tax code (if any), headquarters address, phone number, information about the legal representative of the organization/enterprise… for organizational/enterprise investors.

Consequently, a change in the investor will lead to a change in the content of the Investment Registration Certificate. Therefore, according to Clause 2, Article 41 of the Investment Law 2020, the investor must carry out the procedure to adjust the Investment Registration Certificate. In this case, if the investor fails to carry out the procedure to adjust the Investment Registration Certificate, the investor shall be fined from VND 70,000,000 to VND 100,000,000 and be forced to carry out the procedure to adjust the Investment Registration Certificate (according to point b, Clause 2 and point b, Clause 3, Article 17 of Decree No.122/2021/ND-CP).

Procedure for amending the investment registration certificate in case of a change in investor

According to Clause 1, Article 47 of Decree No. 31/2021/ND-CP, in case of adjusting an investment project involving a change in the investor’s name on the Investment Registration Certificate, the investor must submit a written request for project adjustment according to Form A.I.11.h issued under Circular No. 03/2021/TT-BKHĐT to the investment registration authority, along with documents related to the change in the investor’s name, including: (i) A report on the project implementation status up to the time of adjustment; (ii) The investor’s decision on adjusting the investment project for an organizational investor or equivalent document for an individual investor; (iii) Explanation or provision of documents related to the adjustment of the investor’s legal status. Specifically, the investor’s decision on adjusting the investment project is the Decision and a certified copy of the minutes of the meeting of the Board of Members/General Meeting of Shareholders/Limited Partners/Owner of the economic organization implementing the investment project on adjusting the investment project or other legal documents as prescribed by law; (iv) A copy of the Decision approving (adjusting) the investment plan (if any), the Decision approving (adjusting) the investor (if any), and the Decision approving (adjusting) the investment plan at the same time as approving the investor (if any), Investment Registration Certificate/Investment Certificate/Investment License/Business License ………(number, date of issuance, issuing authority) (if any).

Within 03 working days from the date of receipt of the written request for adjustment of the Investment Registration Certificate, the investment registration authority shall adjust the Investment Registration Certificate for the investor.

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