In 2019, foreign invested enterprises (FIE) carry out the amendment and complement procedures for investment registration certificate (IRC) as regulated in the Law on Investment 2014, which have taken effect since 01/7/2015. FIE established in accordance with Vietnamese law and treaties to which Vietnam is a signatory, when in need of amending the IRC such as investor related informations, enterprise informations, investment project informations relating to objectives, scale, location, form, capital and duration, shall have to carry out the amendment and complement procedures for IRC and ERC (enterprise registration certificate).

Dossier in cases that do not require a decision on the investment policy
– Application form for amendment of IRC;
– Report on the project investment implementation condition up to the date of application;
– Decision on investment project amendment of investor;
– The following documents which relate to the items being amended:

1. Copy of identity card, ID card or passport in the case of investors being an individual; copy of establishment certificate or other equivalent document certifying the legal status of investors being an organization;
2. Copy of passport, temporary residence card or temporary residence certificate of the legal representative of the enterprise;
3. Proposal for the investment project including the following items: investor implementing the project, investment objectives, investment scale, investment capital and method of raising capital, location, duration, investment schedule, need for labour, proposal for the investment incentives, evaluation of socio-economic impact and efficiency of the project;
4. Written document proving financial capability: copy of one of the following documents: financial report of the last 02 years of the investor; commitment to provide financial support of parent company; commitment to provide financial support of the financial institution; guarantee for the financial capability of the investor; written statement on the financial capability of the investor;
5. Proposal for the need for land use; in the case of project not requesting the State for allocating, leasing out land or permitting conversion of the land use purpose, investor shall submit copy of location lease agreement or other document certifying that the investor has the right to use the location for implementation of the investment project;
6. Explanatory statement on technology to be used for projects prescribed in Article 32 (1) (b) of the Law on Investment, including the following items: name of technology, origin of technology, diagram of technological process; main technical specifications, condition of machinery, equipment and main technological line.

Processing duration: 10 – 15 working days.
Dossier for application in case that require a decision on the investment policy
When amending the investment project which relates to the objectives, location, main technology, raising or reducing 10% or more of investment capital, duration, changing investor or changing the conditions applied to investors (if there are any), investment registration agency carries out the procedures for a decision on the investment policy before amending the IRC.
In cases that the proposal of the investor for the IRC amendment leads to the investment project requiring a decision on the investment policy, the investment registration agency carries out the procedures for a decision on the investment policy before amending the investment project.

Dossier for IRC amendment in cases that require a decision on the investment pplicy of the provincial People’s Committee

Dossier for application of a decision on the investment policy includes:

– Written document requesting the implementation of the investment project;
– Copy of identity card, ID card or passport in the case of the investors being an individual; copy of establishment certificate or other equivalent documents certifying the legal status in the case of the investors being an organization;
– Proposal for the investment project including the following items: investors implementing the project; investment objectives; investment scale; investment capital and method of raising capital; location; duration; investment schedule; need for labour; proposal for investment incentives; evaluation on the impact and socio-economic efficiency of the project;
– Copy of one of the following documents: financial report of the last 02 years of the investor; undertaking of the parent company to provide financial support; undertaking of the financial institution(s) to provide financial support; guarantee for the financial capability of the investor; written statement on the financial capability of the investor;
– Proposal for the need of land use; in case that the project does not request the State to allocate, lease out land or to permit the conversion of land use purpose, a copy of the site lease agreement or other equivalent documents certifying the legitimate use right of the site for the implementation of the project shall be submitted;
– Explanatory statement on technology to be used for projects prescribed in Article 32 (1) (b) of the Law on Investment, including the following items: name of technology, origin of technology, diagram of technological process; main technical specifications, condition of machinery, equipment and main technological line.

The investor submits the dossier at the investment registration agency.

Amendment process
Step 1: carrying out the procedures for the amendment and issuance of the IRC in accordance with the investment procedures;
Step 2: adjusting the related informations on the ERC;
Step 3: updating the enterprise registration information on the National enterprise registration information website:
Sstep 4: adjusting or issuing new business registration license: applied only to enterprises that complement the profession performing the right of distribution.

Note:
The enterprise has to carry out the procedures for “separation” of the IRC into the ERC, reissuance and notification of seal sample in cases that the enterprise had not done so.
Enterprises that change their names shall have to re-sculpture their seal and notify on National Information website on enterprise registration.

In cases that the FIE want to adjust informations relating to foreign investor investing in the form of capital contribution, purchase of shares or portion of capital contribution, the process is as below:

Step 1: investor submitting dossier at the agency licensing the investment where the economic organization set up their headquarter;
Step 2: investor submitting dossier at the business registration agency to record the investor’s informations in the ERC (enterprises have not separated the IRC and ERC shall do so simultaneously, the ERC number shall be the same as the issued tax code of the enterprise);
Step 3: carrying out the procedures for adjusting the IRC to update the informations of the new investor as well as items adjusted relating to the investment project;
Step 4: the investor complementing the trading professions shall carry out the procedures for the ERC amendment at the business registration agency;
Step 5: posting the enterprise registration informations on the National enterprise registration information website;
Step 6: re-issuing the seal sample of the enterprise;
Step 7: posting notice on seal sample of the enterprise;
Step 8: appying for a business registration certificate (applied only to enterprise complementing professions performing the right of distribution.
(The enterprise has to carry out the procedures for “separation” of the IRC into the ERC, reissuance and notification of seal sample in cases that the enterprise had not done so).

Note: after adjusting, the enterprise shall have to carry out some procedures to avoid unwanted legal issues:

If the enterprise has new capital contributor, the new investor shall have to contribute capital to the enterprise’s account on schedule as committed according to the IRC. Else, the enterprise shall have to extend the capital contribution duration and be fined in accordance with the law;
The procedures for reporting and the report forms is based on the recorded items and the investment report obligation of the enterprise (normally regulated at Article 3 of the IRC);
The enterprise shall have to satisfy the conditions for newly registered conditional professions in the operation duration.

Certificate amendment service of Thuy Duong Law
– Advise on conditions, dossier, procedures for amendment;
– Draft legal files for company;
– Represent client to work with authorized state agency;
– Guide client to legal procedures after certificate adjustment;
– Advise on application, adjustment of related licenses;
– Advise on application, adjustment of ERC;
– Help dealing with legal issues arising in the operation duration of the company;
– Advise FIE on procedures for taxes, accounting.

Thuy Duong Law hopes to provide helpful informations in the alcohol import and distribution process. If you need help, please contact:
• Hotline: 0868421386
• Email: tuvanluatthuyduong@gmail.com
• Address: Apartment No. 1207, A14B2 Building, Nam Trung Yen urban area, Trung Hoa ward, Cau Giay district, Ha Noi city.