Adjustment of investment certificate (20 million VND)

The law stipulates that the investor must carry out procedures to adjust the Investment Certificate in case the adjustment of the investment project changes the content of the investment certificate. Decree 122/2021/ND-CP stipulates that if the investor fails to comply with the content of the Investment Registration Certificate, they will be subject to a fine ranging from VND 70,000,000 to VND 100,000,000.

Vậy nên nếu có thay đổi xoay quanh dự án đầu tư, Nhà đầu tư cần tiến hành các thủ tục để điều chỉnh giấy chứng nhận đầu tư để đảm bảo tính pháp lý và hiệu lực của giấy chứng nhận đầu tư, đồng thời giúp nhà đầu tư tránh được rủi ro phát sinh trong quá trình thực hiện dự án. Trong bài viết này, công ty Luật Siglaw sẽ giải đáp các lưu ý khi điều chỉnh giấy chứng nhận đầu tư.

Therefore, if there are changes to the investment project, the investor needs to carry out procedures to adjust the investment certificate to ensure the legality and validity of the investment certificate, and at the same time help the investor avoid risks arising during the project implementation process. In this article, Siglaw Law Firm will answer the notes when adjusting the investment certificate.

Cases requiring adjustment of investment certificate

Clause 1, Article 41 of the Investment Law 2020 stipulates that during the implementation of an investment project, investors have the right to adjust the objectives, transfer part or all of the investment project, merge projects or divide or separate a project into multiple projects, use land use rights and assets on land belonging to the investment project to contribute capital to establish an enterprise, cooperate in business or other contents and must comply with the provisions of law.

Accordingly, if the adjustment of the investment project changes the contents of the Investment Registration Certificate, the Investor shall carry out the procedure for adjusting the Investment Registration Certificate. Specific cases are stipulated in Clauses 2 and 3, Article 41 of the Investment Law 2020 as follows:

• Change the name of the investment project.
• Change the investor information, change the investor.
• Change the location of the investment project, the land area used.
• Change the objectives and scale of the investment project.
• Change the capital of the investment project (including the investor’s contributed capital, i.e. increase or decrease in charter capital and mobilized capital, i.e. increase or decrease in investment capital).
• Change the duration of the investment project.
• Change the progress of the investment project.
• Incentives, investment support and the basis and conditions for application (if any).
• Conditions for investors implementing the investment project (if any).

Investment registration certificate adjustment dossier

For projects not subject to investment approval, investors can choose to submit a dossier requesting adjustment of the Investment Registration Certificate in one of two forms, online or in person. The dossier for adjustment of the Investment Registration Certificate includes:

• Document requesting adjustment of investment project (Form A.I.11.h Circular No. 03/2021/TT-BKHĐT);
• Current investment registration certificate
• Report on the implementation status of investment project up to the time of adjustment (Form A.I.12 Circular No. 03/2021/TT-BKHĐT);
• Decision and valid copy of the minutes of the meeting of the Board of Members/General Meeting of Shareholders/owners on project adjustment (For institutional investors)
• Documents related to the adjustment of the contents specified in points b, c, d, dd, e, g and h, Clause 1, Article 33 of the Investment Law (if any)

Documents attached to the investment certificate adjustment dossier

According to Article 44 of Decree 31/2021/ND-CP, investors must also provide a number of other documents with the application depending on the content that needs to be adjusted to the investment certificate, specifically:

Adjusting investor information

• Enterprise registration certificate of the parent company (Investor is an organization).
• Passport/ID card of the legal representative of the investor

Adjusting charter capital and investment capital of the project

• Parent company’s financial support commitment or;
• Financial institution’s financial support commitment or;
• Guarantee of investor’s financial capacity or;
• Other documents proving investor’s financial capacity

Adjusting the investment project implementation location and land use area

• Land lease contract, office lease contract for project location registration;
• Land use right certificate of the lessor or investor or other legal documents;
• In case of land lease or office lease from another enterprise, it is necessary to provide the Enterprise Registration Certificate of the lessor with real estate business function

Therefore, investors need to clearly identify the contents that need to be adjusted and fully prepare all types of documents depending on the adjusted contents, to avoid wasting time due to invalid documents.

Procedures for adjusting investment certificates

Procedures for adjusting investment registration certificates vary depending on changes in the number of investors in the project, including:

Procedures for adjusting investment registration certificates without new investors contributing capital or purchasing shares/stakes

Procedures for adjusting investment registration certificate when a new investor contributes capital or buys shares/stakes

Step 1: Investors declare information about the investment project online, then carry out the procedure to adjust the investment registration certificate with the Investment Registration Authority; Step 2: Carry out the procedure to change related content on the Enterprise Registration Certificate and update information on the National Business Registration Portal Step 3: In addition, in case of changing or adding conditional business lines, enterprises need to carry out the procedure to adjust the investment certificate or apply for a license to operate. (Only applicable to enterprises adding additional business lines to exercise the right to distribute retail goods, lease goods, and business lines as prescribed in Decree 09/2018/ND-CP)

Step 1: The investor submits an application for adjustment of the investment certificate to the investment registration authority where the organization has its head office and completes the procedures for registering capital contribution and share purchase with a foreign-invested company; Step 2: The investor submits an application for procedures to record investor information on the Enterprise Registration Certificate at the enterprise registration authority; Step 3: Adjust the Investment Certificate by updating information of the new investor and adjusted contents related to the investment project; Step 4: In case the investor adds a conditional business line, the information on the Enterprise Registration Certificate, they must continue to carry out the procedure to change the Enterprise Registration Certificate at the enterprise registration authority; Step 5: If adding a conditional business line, the enterprise must carry out adjustment procedures or apply for a license to operate.

Notes when adjusting investment certificate

Location for dossier submissions

Investors need to accurately identify information about their projects to send the investment license adjustment dossier to the right competent authority to carry out the procedure for adjusting the Investment Certificate, avoiding unnecessary time loss. Pursuant to Article 34 of Decree 31/2021/ND-CP, the competent authorities in adjusting the Investment Certificate for specific investment projects are as follows:

The Department of Planning and Investment where the investor implements the investment project, locates or plans to locate the executive office to implement the investment project shall issue, adjust, and revoke the Investment Registration Certificate for:

• Investment projects implemented in 02 or more provincial administrative units;
• Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones;
• Investment projects in industrial parks, export processing zones, high-tech zones, economic zones where the Management Board of industrial parks, export processing zones, high-tech zones, economic zones have not been established or are not under the management of the Management Board of industrial parks, export processing zones, high-tech zones, economic zones.

Management boards of industrial parks, export processing zones, high-tech zones, and economic zones issue, adjust, and revoke Investment Registration Certificates for:

• Investment projects for construction and business of infrastructure of industrial parks, export processing zones, high-tech zones and functional areas in economic zones
• Investment projects implemented in industrial parks, export processing zones, high-tech zones and economic zones.

Additional Notes

In case of changes in content leading to an adjustment for decision on investment policy, the investor and the investment registration authority must carry out the procedure for adjusting decision on investment policy prior to the procedures. Accordingly, the investor must clearly define the content of the change and correctly and fully carry out the procedures for each of the above cases to avoid wasting time and money.

Service fee for adjusting investment registration certificate

When customers need to change or adjust the investment registration certificate at Siglaw Law Firm, the service price will be around 20 million VND and the implementation time will be from 15-25 days depending on the adjustment content in the investment certificates.

Siglaw Law Firm provides professional and reliable consulting services on granting and adjusting investment certificates for customers in Vietnam. We understand the complexities in the investment registration process, so we are committed to providing our customers with the most optimal solutions to ensure their rights are best protected. For more information, please contact:

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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