Requirements
A. FOR ALL TYPES OF AMENDMENT:
1.
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Registration/Request for amendment of Investment Certificate (Appx. I-4) (original)
for the cases where investment certificate is not associated with establishment of enterprise or branch (e.g. under business corporation contract).
or
Registration/Request for amendment of Investment Certificate (Appx. I-6) (original)
for the cases where investment certificate is associated with establishment of enterprise.
or
Registration of amendment of business registration contents (Appx. I-7) (original)
for the cases of amendment of only contents of business registration or operational registration in investment certificate
2.
Amended company charter (original)
The samples are for reference only and may be changed by investors in accordance with the Law on Enterprise No. 60/2005/QH11 and its guidance. The company charter must be fully signed and sealed by all founding members or shareholders and by legal representative of the Company to be established.
3.
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Investment certificate (an authentic copy)
the current one
4.
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Amended joint venture contract_VI (original)
This is applicable to joint venture company. This should be initiated on each page and signed at the end of the contract by the authorized representatives of the joint venture parties (foreign investors and Vietnamese investors).
or
Amended business cooperation contract (original)
For the case of business cooperation contract. Note that competent representatives of business cooperation parties shall initial on every page and sign at the end of their contract
5.
Report on operation (original)
of company and project up to the time of request for amendment of Investment Certificate.
6.
Decision on amending and/or supplementing business registration information (original)
It is issued by the members’ council of LLC with two members or more; or by the shareholders of shareholding company; or the owner of LLC with one member.
7.
Meeting minutes on amending and/or supplementing business registration information (original)
It is issued at the meeting of members’ council of LLC with two members or more; or by the shareholders of shareholding company. It is initialed on each page and fully signed at the end of final page by all members or shareholders. Company's seal is appeared on the signature of the chairman.
8.
Letter of Introduction (original)
It is issued by the Company or service company to its applicant.
9.
Legal service contract (original)
in case that the Company contracts with a service company to submit application file on its behalf.
I. For change or supplementation of business line(s), supplement:
1.
Practicing certificate (an authentic copy)
In some business lines (as indicated in the attached file at “Additional Information” hereunder), the company’s director or main engineer(s)/expert(s) shall be required a practicing certificate by specialized law. Hence, practicing certificate shall be required if company wishes to further add and register such business lines. Note that the practicing certificate issued by foreign authorities shall be not effective/applied in Vietnam, except for otherwise permitted by specialized law or international treaties to which Vietnam is a member.
2.
Documents proving available legal capital (original)
Legal capital means the minimum amount of capital required by law for the establishment of an enterprise. A bank account statement in which the account balance should be equivalent to or higher than legal capital shall be required to include in application file.
II. For change of head office, supplement:
1.
One set of copy of amended company charter (Simple copy)
In addition to an original of amended company charter as above mentioned, one set of its copy is required in case of moving the head office from Vinh Phuc province to other province or vice versa.
III. For change of legal representative, supplement:
1.
Passport or Vietnamese ID card of new legal representative of company (an authentic copy)
IV. For decrease of charter capital (not applicable to LLC with one member), supplement:
1.
Commitment on full payment of liabilities after decrease of charter capital (original)
Note: The charter capital of shareholding company is exclusive of value of authorized shares.
2.
The lated audited finance statement (Simple copy)
It must be stamped by seal of the company on the upper left corner of the first page and on adjoining edges of pages.
V. For change of investor(s), supplement:
1.
Passport or Vietnamese ID card of individual investor(s) (an authentic copy)
in case of new investor being an individual (natural person).
2.
Passport or Vietnamese ID card of new investor’s representative (an authentic copy)
in case of new investor being an institution (legal person)
3.
Certificate of incorporation of new corporate investor (an authentic copy)
in case of new investor being an institution (legal person), its certificate of incorporation or business registration certificate or investment certificate or any substitutional document shall be required. Its copy must be authenticated or legalized within three months before the date of submission.
4.
Charter/memorandum of incorporation of new investor (as shareholder or member of company) (an authentic copy)
in case of new investor being an institution (legal person)
5.
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Power of attorney from new corporate investor to its representative (original)
in case that new corporate investor wishes to authorize a person other than its legal representive to be its authorized representive in the company.
V.1. For change of investor(s) as founding shareholder(s) of shareholding company, supplement:
1.
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List of founding shareholders (original)
in standard form stipulated in Appendix I-7, Circular No. 01/2013/TT-BKH dated 21 Jan 2013
V.1.a. In case of share assignment:
1.
Share assignment agreement (original)
in case of share assignment by founding shareholders
2.
Confirmation of assignment completion (original)
in case of share assignment by founding shareholders
V.1.b. In case of share donation:
1.
Share donation agreement (original)
in case of share donation by founding shareholders
V.2. For change of investor(s) as member(s) of LLC, supplement:
1.
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List of company members (original)
in standard form stipulated in Appendix I-6, Circular No. 01/2013/TT-BKH dated 21 Jan 2013.
V.2.a. In case of contribution capital assignment:
1.
Contribution capital assignment agreement (original)
2.
Confirmation of assignment completion (original)
It must be signed and sealed by legal representative of company.
1.
Confirmation of completion of capital contribution of new investor(s) (original)
It must be signed and sealed by legal representative of company.
or
Contribution capital donation agreement (original)
or
Documents proving lawful inheritance of new investor (an authentic copy)
Authenticated copy of documents proving lawful inheritance may include but not limited to the following documents: (1) will and certificate of death and/or (2) documents proving the family relationship with inheritor, such as certificate of marriage, certificate of birth, household registration book and/or (3) agreement on inheritance division and/or (4) other relevant documents in the case may be.
V.3. For change of investor due to project transfer, supplement:
1.
Registration of project transfer (original)
It is drafted by investors without standard form. The form attached herewith is just a sample for reference only.
2.
Project transfer agreement (original)
Time frame
Waiting time in queue:
Max. 5mn
Attention at counter:
Min. 15mn - Max. 20mn
Waiting time until next step:
Min. 9 days - Max. 10 days
Legal justification
1.
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Law No. 59/2005/QH11dated 29/11/2005 of National Assembly on Investment
Article 51
2.
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Law No. 60/2005/QH11dated 29/11/2005 of National Assembly on Enterprises
Article 26
3.
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Decree No. 108/2006/ND-CP of the Government dated 22 september 22, 2006 providing guidelines for implementation of a number of articles of Law on Investment
articles 51, 52
4.
Decree No. 43/2010/ND-CP of the Government dated Apirl 15, 2010, on enterprise registration
articles 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44
5.
Decree No. 05/2013/ND-CP of the Government dated January 09, 2013, amending and supplementing a number of articles of provisions on administrative procedures of Government’s Decree No. 43/2010/ND-CP, of April 15, 2010, on enterprise registration
articles 1.1, 1.2
6.
Circular No. 01/2013/TT-BKHDT of the Ministry of Planning and Investment dated January 21, 2013 on business registration
articles 9, 17, 18, 19.20, 21, 22
7.
Decision No. 1088/2006/QD-BKH of the Ministry of Planning and Investment dated October 19, 2006, issuing standard forms for conducting investment procedures in Vietnam
articles apdx.I-4, I-6, I-7
Additional information
The contents herein is exclusive of the amendment cases relating to the conditional sectors.
The files of an investment project shall be prepared in Vietnamese or both in Vietnamese and a commonly used foreign language. If there is any difference between the Vietnamese version and the foreign language version, the Vietnamese version shall be applied.
The investors can prepare the application file by themselves or they can require some local support (e.g. from law or consultancy firms).
Who certified this information ?
Dung PHAN DUNG,
02/06/2015
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