CHANGES – ADJUSTMENT OF INVESTMENT LICENSE
PROCEDURES FOR CHANGE – ADJUSTMENT OF INVESTMENT LICENSE
According to Clause 1, Article 40 of the Investment Law, “When there is a need to change the contents of the Investment Registration Certificate, the investor shall carry out the procedures for adjusting the Investment Registration Certificate”.
Legal documents guiding the procedure for adjusting the contents of the Investment Certificate The Law on Investment 2014 provides for the Law on Investment Law on Enterprises 2014 on the Law on Enterprises Decree 118/2015/ND-CP stipulates and guidance on investment registration procedures Decree 108/2018/ND-CP stipulating and guiding procedures for enterprise registration
PROVISIONS ON INVESTMENT REGISTRATION CERTIFICATE
Depending on each content specified in the Investment Registration Certificate, the procedure and composition of the dossier are different. Regulated and guided by the Law on Investment by Decree 118/2015/ND-CP.
1. Changed contents leading to adjustment of Investment Certificate
Adjustment procedures Change of investment project name, investor's address or change of investor's name Adjustment procedure Change of location of investment project, land use area; objectives and scale of investment projects; investment capital of the project, progress of capital contribution and mobilization of capital sources; project duration.
Investment project implementation progress; Investment incentives and support (if any) and conditions for investors implementing investment projects (if any) Procedures for adjustment Investors transferring part or all of their investment projects to other investors under the conditions specified in Clause 1, Article 45 of the Law on Investment.
Procedures for adjusting economic organizations formed on the basis of division, separation, consolidation, merger or transformation of economic organizations (hereinafter referred to as reorganization) are inherited and continue to be implemented. the rights and obligations of the investor in respect of the investment project performed before the reorganization.
2. Procedures for adjusting investment certificates
2.1. In case of changing the name of the investment project, the investor's address or changing the investor's name
The investor shall submit a written request for adjustment of the investment project to the Investment Registration Authority, enclosed with documents related to the change of the name, address of the investor or the name of the investment project. The Investment Registration Authority shall amend the Investment Registration Certificate for the investor within 03 working days from the date of receipt of the written request for amendment of the Investment Registration Certificate.
2.2. In case of adjusting the location of the investment project.
Area of land used; objectives and scale of investment projects; investment capital of the project, progress of capital contribution and mobilization of capital sources; project duration. investment project implementation progress; Investment incentives and support (if any) and conditions for investors implementing investment projects (if any), the investor shall submit 1 set of dossiers to the Investment Registration Authority, including:
a) A written request for adjustment of the investment project.
b) Report on the implementation of the investment project up to the time of adjustment.
c) The investor's decision on adjustment of the investment project (for the cases of adjustment of contents specified in Clauses 4, 5, 6, 7, 8 and 10, Article 39 of the Law on Investment).
d) Explain or provide documents related to the adjustment of the contents specified at Points b, c, d, dd, e, g, Clause 1, Article 33 of the Law on Investment (if any).
2.3. Target adjustment case
Investment location, main technology; increase or decrease investment capital over 10% of total investment capital, changing the objectives, scale and capacity of investment projects; Adjusting the implementation duration of the investment project or changing the conditions for the investor (if any), the investor shall carry out the procedures for adjusting the Investment Registration Certificate according to the following provisions:
- The investor shall submit 04 sets of dossiers specified in Clause 2, Article 33 of this Decree to the Investment Registration Authority.
- Within 03 working days from the date of receipt of valid dossiers. The investment registration agency shall send the dossier to the relevant competent state agency for comments on the adjusted contents.
- Within 10 working days from the date of receipt of the investment registration agency's request, the agencies specified at Point b of this Clause shall give opinions on the adjustment contents under their management.
- Within 05 working days from the date of receipt of the opinion of the agency specified in Point c of this Clause, the investment registration authority shall make a report on appraisal of the adjustment contents of the investment project to submit to the Human Resources Committee. provincial people.
- Within 5 working days after receiving the appraisal report from the Investment Registration Authority, the People's Committee of the province shall decide to adjust the investment policy and send it to the Investment Registration Authority.
- Pursuant to the written decision on investment policy adjustment of the provincial People's Committee. The investment registration agency shall amend the Investment Registration Certificate to the investor within 03 working days from the date of receipt of the written decision on adjustment of investment policies from the provincial People's Committee.
2.4. In case of adjustment of the contents not specified in Clause 1 of this Article
The investor shall carry out the procedures in accordance with the corresponding provisions in Article 33 of this Decree.
2.5. In case the Investor transfers an investment project – CHANGE – ADJUSTMENT OF THE INVESTMENT LICENSE
Submit 01 application to the Investment Registration Authority, including:
- Written request for adjustment of investment project.
- Report on the implementation of the investment project up to the time of the transfer of the investment project.
- Investment project transfer contract or other document with equivalent legal value.
- A copy of the identity card, identity card or passport for an individual investor, a copy of the business registration certificate or another document of equivalent legal validity for an institutional investor of the transferee investor.
- Copy of Investment Registration Certificate or written decision on investment policy (if any).
- Copy of BCC contract for investment projects in the form of BCC contract.
- A copy of one of the following documents of the investor receiving the transfer of the investment project: the investor's financial statement for the last 2 years, the parent company's commitment to financial support, the financial support commitment of a financial institution, a guarantee on the financial capacity of the investor, documents explaining the financial capacity of the investor.
2.6. In case of division, separation, consolidation, merger or transformation of the type of economic organization, the investor shall submit 01 set of application to the investment registration agency where the investment project is implemented for adjustment of the investment project. . Profile include:
- Written request for adjustment of investment project.
- A copy of the Certificate of Business Registration or an equivalent document of the investor receiving the investment project.
- A copy of the investor's resolution or decision on the reorganization, including content on the handling of assets, rights and obligations related to the investment project.
Thus, depending on the content of changes of the Enterprise, it corresponds to the procedures in the above cases.
Sequence of STEPS IMPLEMENTATION PROCEDURES FOR CHANGE - ADJUSTMENT OF INVESTMENT LICENSE
Case 1 when CHANGING – ADJUSTING INVESTMENT LICENSE:
The investor changes the contents of the investment certificate without changing the contents of the business registration certificate.
Step 1: Register online for investment license adjustment procedures at the NATIONAL FOREIGN INVESTMENT PORTAL Website.
Step 2: Submit your application at the application counter (One-stop shop) where the licensing agency for the Enterprise.
Step 3: Within 10 working days from the date of receipt of a valid application as prescribed in Clause 2 of this Article, the Investment Registration Authority shall amend the Investment Registration Certificate for the investor.
Case 2 when CHANGE – ADJUSTMENT OF INVESTMENT LICENSE
Investors Transfer/contributing capital; change of members/capital-contributing shareholders; Changes in contributed capital lead to changes in the contents of the business registration certificate.
Step 1: The enterprise directly submits the written registration for capital contribution/share purchase/contribution to the licensing authority.
See instructions on procedures and components of the capital contribution/transfer registration dossier here. consider the satisfaction of investment conditions for foreign investors and notify investors.
Step 2: After receiving the notice of approval of capital contribution/transfer/repurchase of capital/shares as prescribed.
Economic organizations with foreign investors contributing capital, buying shares or contributed capital shall carry out procedures for changing members and shareholders at the business registration office in accordance with the law on enterprises and the law. corresponding to each type of economic organization.
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