Changes to Adjustment of Investment Capital of Foreign Companies
A company with foreign capital wants to change the investment capital of the project on the Investment Registration Certificate (for companies granted an investment certificate). Or change the charter capital (for companies granted business registration certificates) without having to issue investment certificates according to Article 46 of Decree 118/ND-CP.
Investment capital for companies with foreign capital is divided into two categories as follows:
a) Investment capital:
Investment capital is the total capital that the Investor has registered to invest, including: Contributed capital; Loan capital (working capital); Fixed capital.
b) Contributed capital (charter capital):
Is the capital that the Investor registers to contribute to invest in Vietnam.
1. Compulsory cases for changing investment capital
a) The investor changes the contributed capital (charter capital) on the Investment Registration Certificate (hereinafter referred to as “IRC”), Enterprise Registration Certificate (hereinafter referred to as “ERC”).
b) Investors have mobilized long-term loans for investment expansion but have not yet registered with the licensing agency.
c) Investors can mobilize short-term capital from other organizations and individuals and then convert it into investment capital.
Cases where investment registration procedures are not required
In case the Investor has registered the total investment capital on the Investment Certificate. To show long-term mobilized capital, just make a loan contract and send it to the State Bank. No notification procedures are required to the investment licensing agency.
Documents to prepare when changing investment capital
Case 1: The investor is granted an Investment Registration Certificate
Copy of business license/certificate of incorporation or other document of equivalent value for Institutional Investor.
Authenticated copy of Investor's passport.
NOTE: Documents in foreign languages must be consular legalized and notarized translated into Vietnamese.
Case 2: Investors only operate on the Certificate of Business Registration
Authenticated copy of Investor's passport.
The process of steps to make changes to investment registration
Step 1: Investors register to declare their investment online at the website of the Ministry of Planning and Investment. Fill in the information according to the instructions on the website (https://dautunuocngoai.gov.vn/fdi/hethongquanlydautu).
Step 2: Submit documents related to the change of investment capital according to Point a, Clause 3 of Decree 118/2015/ND-CP.
Profile include:
Written registration for capital contribution/share purchase/contribution according to the form of Circular 16/2015/TT-BKH-ĐT (Appendix I-4).
Copy of business license/certificate of incorporation or other document of equivalent value for Institutional Investor.
Authenticated copy of Investor's passport.
NOTE:
⥇ For Investors who are Organizations, the documents are prepared according to points a, b, Step 2.
⥇ For individual investors, the documents are prepared according to this point a, c Step 2.
Time to receive approval notice is 10-15 working days
Step 3: Change of investment capital (charter capital) on the Certificate of Business Registration.
Investment registration certificate => It is possible to proceed in parallel.
INVESTMENT REGISTRATION PROCEDURES
Handling agency:
Investment Department for projects outside the planning area; Management boards of industrial parks or export processing zones for projects located in the planning area.
DOCUMENTS NEEDED PREPARATION:
➥ Written request for adjustment of investment project.
➥ Report on project implementation status.
➥ Financial statements of the last 2 years (with independent audit) or proof of the Investor's bank balance.
➥ Explain the financial capacity of the Investor.
➥ Investor's decision on the change.
➥ Copy of identity card, identity card or passport for individual investors.
➥ A copy of the Certificate of Incorporation or other equivalent document certifying the legal status of the investor being an organization.
NOTE: Documents in a foreign language must be Consular authentication and Notarized translation into Vietnamese.
Deadline for settlement: 10 working days.
Important notes after changing investment capital of foreign companies
After changing investment capital, enterprises should note the following issues:
a) Contributing in full the amount of registered capital as committed (on time)
b) Resubmit the license declaration if the change in capital results in a change in the taxable tax tier (submitted in the last month of the year of change).
Consulting service and carrying out all investment registration procedures at ABA VISA
See more:
CHANGE OF INVESTMENT PROJECT LOCATION
