CHANGE OF SHAREHOLDER INFORMATION BEING A FOREIGN INVESTOR

In the current period of opening up the integrated economy, more and more foreign investors are coming to Vietnam to invest in contributing capital to establish enterprises. And in the process of investment activities, there will inevitably be changes in the information of foreign shareholders. Therefore, if there is a change in the information of foreign shareholders, it is also necessary to carry out this adjustment procedure to ensure the correct information and the related interests of investors.

What is a foreign investor?

The Law on Investment 2020 stipulates that foreign investors are individuals with foreign nationality, and organizations established under foreign laws that carry out business investment activities in Vietnam.

When should procedures be carried out to change the information of foreign shareholders?

Enterprises need to carry out procedures for changing information of shareholders being foreign investors in cases of changing the following information:

Procedures for changing information of shareholders being foreign investors.

Process 1: Adjust investor information on the investment registration certificate.

The dossier includes:

• A written request for adjustment of the investment registration certificate.
• Report on the implementation of project activities up to the time of adjustment.
• The decision of the owner/members’ council/general meeting of shareholders on the adjustment.
• Documents proving the change of information such as Passport, business registration, and establishment decision.
• Financial statements/Confirmation of capital contribution.
• Copy and original of the investment registration certificate.
• A copy of the enterprise registration certificate.

Where to apply:

+ The Department of Planning and Investment shall deal with projects outside industrial parks and export processing zones.

+ Project management boards of industrial parks and export processing zones shall deal with projects located in export processing zones and industrial zones.

=> Duration: 10 working days from the date of submission of valid documents as prescribed.

Process 2: Notify the addition and update of foreign investor information to the business registration office where the enterprise is located

The dossier includes:

• Written notice of supplementation and update of business registration information according to the form of Appendix II-5 issued together with Circular 01/2021/TT-BKHDT.
• Copies of legal papers of shareholders being individuals/organizations, copies of legal papers with receiving individuals/organizations for authorized representatives.

Within 3 working days after receiving information or changing information of foreign shareholders, a notice of addition and update of business registration information shall be sent to the business registration office where the enterprise is headquartered.

Note: Procedure 2 only applies to foreign investors implementing investment projects with enterprise establishment.

The legal basis when changing shareholder information is NN investors

• Enterprise Law No. 59/2020/QH14
• Investment Law No. 61/2020/QH14
• Decree No. 31/2021/ND-CP details and guides the implementation of a number of articles of the Investment Law.
• Decree No. 50/2016/ND-CP provides for sanctioning administrative violations in the field of planning and investment.
• Decree No. 01/2021/ND-CP on business registration;
• Circular 01/2021/TT-BKHDT on guiding business registration;
• Other relevant legal documents.

Consulting service to change information of shareholders who are investors of Siglaw Law Firm

• Siglaw Law Firm advises on procedures related to procedures for replacing information of foreign investors;
• Receive documents and information from customers related to procedures for changing information of foreign investors;
• Compose and complete dossiers of change of information of shareholders being foreign investors;
• Submitting dossiers to change information about foreign investors at competent agencies;
• Working with competent persons and agencies to carry out procedures for changing information about foreign investors;
• Receive the results and hand them over when completing the procedures for changing the information of shareholders being foreign investors.

Siglaw is always ready to exchange and support customers with necessary information during the process of customers carrying out procedures for changing information of shareholders being foreign investors. Please contact Siglaw for specific advice.

Siglaw Law Firm

Phone: (+84) 961 366 238

Email:

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

Headquarters: Floor 12A Sao Mai Building, 19 Le Van Luong Street, Nhan Chinh Ward, Thanh Xuan District, Hanoi City.

Southern branch: No. 99 Cong Hoa, Ward 04, Tan Binh District, Ho Chi Minh City.

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

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