Adding business sectors to the Investment Registration Certificate

In the course of doing business, investors may adjust their business strategies or see the need to expand their business operations, including increasing capital, expanding the scope of operations, changing business locations, or adding new business sectors. When making such changes, the company must review the registration procedures to adjust the business registration content and update the Investment Registration Certificate (IRC). The following is some information on the legal aspects related to adding business sectors for enterprises, as presented in this article by Siglaw Firm.

Conditions for adding business sectors to the IRC

• It is not included in the list of prohibited business sectors as stipulated in the Investment Law and international agreements to which Vietnam is a party. 
• In choosing a business sector, it is imperative to adhere to the regional land use plan to ensure alignment with local planning regulations and policies. This necessitates a prior assessment of whether the selected business sector is permitted within the designated production and commercial zone. 
• If the business sector requires the approval of a competent state agency (such as the National Assembly, the Government, or the Provincial People’s Committee), prior approval must be obtained before the procedures for supplementing the business sectors in the investment certificate can be carried out.
• Ensure that the enterprise has a valid investment certificate, as the competent state agency will revoke the existing business registration certificate and issue a new one, incorporating the additional business sectors, during the process of supplementing business sectors in the investment certificate.
• Ensure that all documentation is complete and accurate for submission to the relevant government agency.

Procedures for adding business sectors to a company’s investment registration certificate.

The process of adding business sectors to a company’s investment certificate is as follows: 

• To adjust the business registration certificate
• To adjust the investment registration certificate

The procedure for supplementing the business sectors of a company in the investment registration certificate is conducted through the following detailed steps:

Step 1: Adjust the company’s business Enterprise registration certificate.

 

When adjusting the business sectors, the company needs to submit a notification to the Business Registration Office at its registered office. The business registration dossier comprises the following documents:

 

• Notification of changes to the business registration, signed by the company’s legal representative.
• Resolutions, decisions, and a copy of the minutes of the members’ meeting (for limited liability companies with two or more members and general partnerships) or of the general meeting of shareholders (for joint stock companies) approving the change of business sectors. For single-member limited liability companies: the sole owner’s decision on the change of business sectors.
• POWER OF ATTORNEY for a Lawyer of Siglaw firm to perform procedures on behalf of the principal 
• Estimated processing time is from 03 to 06 working days, from the date the Enterprise Registration Office receives complete and valid documents.

 

Note: the information provided and processing time are subject to change based on current regulations and specific circumstances at the time of processing.

Step 2: Adjust the Investment Registration Certificate when it is necessary to add business sectors.

The process of adjusting the Investment Registration Certificate to add new business sectors requires the submission of the following documents:

 

• A request for an amendment to the investment project
• Progress report on the investment project
• Proposal for the implementation of the project
• Decision of the owner/Board of Members/General Meeting of Shareholders on the amendment of the Investment Registration Certificate
• Certified copy of the Enterprise Business Registration Certificate
• Certified copy of the issued Investment Registration Certificate
• Power of Attorney for the authorized representative to perform the procedures.

 

The expected processing time for the application is 10 working days, starting from the date the Department of Planning and Investment receives the complete and valid application.

Will there be any penalties for not completing the procedures to add business sectors to the Investment Registration Certificate?

Failure to notify the change of business sectors may result in administrative sanctions as prescribed in Article 49 of Decree 122/2021/ND-CP, with the fine level depending on the duration of the violation.

 

	Fine
From 01 to 10 days	Warning
A violation lasting from 11 to 30 days	A fine ranging from 3,000,000 to 5,000,000 VND
A violation lasting from 31 to 90 days	A fine ranging from 5,000,000 to 10,000,000 VND
Vi phạm từ 91 ngày trở lên	A fine ranging from 10,000,000 to 20,000,000 VND
For the act of failing to notify changes to the business registration.	A fine ranging from 20,000,000 to 30,000,000 VND

 

In addition, businesses must notify the business registration authority about changes in business sectors.

Therefore, while changing business sectors, businesses must comply with the notification requirement to avoid administrative fines of up to 30 million VND.

The above information relates to the process of adding business sectors to the Investment Registration Certificate. If you have any questions or concerns, please contact Siglaw for assistance. We pride ourselves on providing reliable and professional services and are always ready to answer your questions.

Siglaw Law Firm

Phone: (+84) 961 366 238

Email:

• vphn@siglaw.com.vn
• vphcm@siglaw.com.vn

Headquarters: No.44/A32-NV13, Gleximco A, Le Trong Tan street, An Khanh, Hoai Duc, Ha Noi, Vietnam.

Southern branch: A9.05 BLOCK A, SkyCenter Building, 5B Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam.

Central branch: 177 Trung Nu Vuong, Hai Chau District, Da Nang City

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