INVESTMENT REGISTRATION CERTIFICATE AMENDMENT SERVICES

INVESTMENT REGISTRATION CERTIFICATE AMENDMENT SERVICES

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Amendment of an Investment Registration Certificate refers to the process by which an organization or individual (as the project owner) carries out legal procedures to modify information stated in an Investment Registration Certificate previously issued by a competent authority.

Under the Law on Investment 2020, such amendment procedures are required whenever there are changes relating to the investment project or the investor.

1. Concept of Investment Registration Certificate Amendment

Pursuant to Clause 11, Article 3 of the Law on Investment 2020:

"An Investment Registration Certificate is a document, either in physical or electronic form, recording the investor's registered information relating to an investment project."

Accordingly, the amendment of an Investment Registration Certificate involves the investor (or project owner) carrying out procedures to update or revise the information recorded in the certificate in accordance with applicable laws and regulations.

Key characteristics of the amendment process include:

- It must be carried out by the lawful owner of the investment project or an authorized representative;

- The amended information must accurately reflect actual changes and be supported by valid legal documentation;

- The application must be submitted to the competent state authority;

- The amendment must comply with applicable laws and must not conflict with local planning, zoning, or development policies where the project is located.

2. Cases requiring amendment of an Investment Registration Certificate

The project owner may request amendments to the Investment Registration Certificate in the following circumstances:

- Changes to the project code, name, address, or information of the investor;

- Changes to the project location or land use area;

- Adjustments to the project's objectives or scale;

- Transfer of the investment project;

- Changes to the capital contribution schedule or capital mobilization plan;

- Adjustments to contributed capital (including increases or decreases in investor capital or external funding);

- Changes to the project implementation schedule;

- Adjustments to construction progress or the timeline for putting the project into operation;

- Changes to the schedule for achieving operational objectives;

- Modifications to the main components or key items of the project.

In cases where an investment project is implemented in phases, it is essential to clearly define key elements for each phase, including the project objectives, implementation timeline, and scope of activities.

Amendments may also involve changes to technologies that have already been appraised and consulted during the investment policy approval process, as well as adjustments to investment incentives and support (together with their applicable legal grounds and conditions).

Adjustment of Investment Policy Approval in Certain Cases

Pursuant to Clause 3, Article 41 of the Law on Investment 2020:

"3. An investor whose investment project has been granted an investment policy approval must carry out procedures for adjustment of such approval if falling into one of the following cases:

(a) Changes to the objectives specified in the investment policy approval decision; or addition of objectives subject to investment policy approval;

(b) Changes to the land use area by more than 10% or more than 30 hectares, or changes to the project location;

(c) Changes to the total investment capital by 20% or more, resulting in a change in the project scale;

(d) Extension of the project implementation schedule where the total investment duration exceeds 12 months compared to the schedule stated in the initial investment policy approval;

(dd) Adjustment of the project's operating term;

(e) Changes to technologies that have been appraised and consulted during the investment policy approval process;

(g) Change of the investor in a project that has been approved in principle together with investor approval before the project is put into operation, or changes to conditions applicable to the investor (if any)."

Important Note: Pursuant to Clause 4, Article 41 of the Law on Investment 2020:

"For investment projects subject to investment policy approval, the investor is not permitted to extend the project implementation schedule by more than 24 months compared to the schedule stated in the initial approval, except in the following cases:

(a) To remedy consequences arising from force majeure events in accordance with civil law and land law;

(b) Adjustment of the project schedule due to delays in land allocation, land lease, or permission for change of land use purpose by the State."

(c) Adjustment of the project implementation schedule at the request of a competent state authority, or due to delays in administrative procedures caused by state authorities;

(d) Adjustment of the investment project due to changes in planning made by competent state authorities;

(dd) Changes to the objectives specified in the investment policy approval decision, or addition of objectives subject to investment policy approval;

(e) An increase in total investment capital by 20% or more, resulting in a change in the project scale.

3. When is it necessary to amend the Investment Registration Certificate?

Pursuant to Article 41 of the Law on Investment 2020:

Adjustment of Investment Projects

"1. During the implementation of an investment project, the investor has the right to adjust project objectives; transfer part or all of the project; merge projects; divide or separate a project into multiple projects; use land use rights and assets attached to land under the project to contribute capital for establishing enterprises or entering into business cooperation arrangements; and carry out other adjustments in accordance with applicable laws.

The investor must carry out procedures for amendment of the Investment Registration Certificate where the adjustment of the investment project results in changes to the contents of the Investment Registration Certificate.

For investment projects that have been granted investment policy approval, the investor is required to obtain approval for adjustment of such policy if falling into one of the following cases:

(a) Changes to the objectives specified in the investment policy approval decision, or addition of objectives subject to such approval;

(b) Changes to the land use area by more than 10% or more than 30 hectares, or changes to the project location;

(c) Changes to the total investment capital by 20% or more, resulting in a change in project scale;

(d) Extension of the project implementation schedule where the total duration exceeds 12 months compared to the schedule stated in the initial investment policy approval;

(dd) Adjustment of the project's operating term;

(e) Changes to technologies that have been appraised and consulted during the investment policy approval process;

4. For investment projects subject to investment policy approval, the investor is not permitted to extend the project implementation schedule by more than 24 months compared to the schedule specified in the initial investment policy approval, except in the following cases:

(a) To remedy consequences arising from force majeure events in accordance with civil law and land law;

(b) Adjustment of the project schedule due to delays in land allocation, land lease, or permission for change of land use purpose by the State;

(c) Adjustment of the project schedule at the request of competent state authorities, or due to delays in administrative procedures caused by such authorities;

(d) Adjustment of the investment project due to changes in planning made by competent state authorities;

(dd) Changes to the objectives specified in the investment policy approval decision, or addition of objectives subject to such approval;

(e) An increase in total investment capital by 20% or more, resulting in a change in the project scale.

5. The authority competent to approve the investment policy shall also have the authority to approve any adjustment to such investment policy.

Where a proposed adjustment results in the project falling under the approval authority of a higher-level body, such higher-level authority shall have the competence to approve the adjustment in accordance with this Article.

6. The order and procedures for adjusting the investment policy shall be implemented in accordance with Articles 34, 35, and 36 of this Law, corresponding to the contents to be adjusted.

7. Where a proposed adjustment causes the project to fall into a category requiring investment policy approval, the investor must obtain such approval before proceeding with the project adjustment.

8. The Government shall provide detailed regulations for the implementation of this Article."

4. Dossier for Amendment of the Investment Registration Certificate

4.1. Projects not subject to investment policy approval

The application dossier for amending the Investment Registration Certificate typically includes the following documents:

- A written request for amendment of the investment project;

- The current Investment Registration Certificate;

- A report on the implementation status of the investment project up to the time of the proposed amendment;

- A decision of the investor regarding the adjustment of the investment project, in cases involving changes to any of the following:

· Project location;

· Land use area;

· Project objectives and scope;

· Total investment capital (including the investor's contributed capital and mobilized capital), as well as the schedule for capital contribution and capital mobilization;

· Project duration;

· Project implementation schedule, including construction progress and commissioning timeline (if applicable);

· Progress in achieving operational objectives and key components of the project. In cases where the project is implemented in phases, the objectives, timelines, and scope of activities for each phase must be clearly defined.

Explanatory documents or supporting materials related to the proposed amendments to the Investment Registration Certificate, including:

- Documents evidencing the legal status of the investor;

- Documents demonstrating the financial capacity of the investor, including at least one of the following:

§ Financial statements for the most recent two years of the investor;

§ Financial support commitment from the parent company;

§ Financial support commitment from a financial institution;

§ Financial guarantee for the investor's capacity;

§ Other documents evidencing the investor's financial capability.

In accordance with the Law on Environmental Protection, the application dossier for adjustment of an investment project shall include the following key contents:

§ Information on the investor or the method of selecting the investor;

§ Project objectives and investment scale;

§ Sources of investment capital and capital mobilization plan;

§ Project location, duration, and implementation status;

§ Information on the current land use status at the project site;

§ Estimated land use demand (if any);

§ Labor demand;

§ Proposed investment incentives;

§ Socio-economic impacts and expected benefits of the project;

§ Preliminary environmental impact assessment (if applicable).

- In cases where construction laws require the preparation of a pre-feasibility study report, the investor shall submit such report in lieu of the investment project proposal.

- In cases where the project is not subject to land allocation, land lease, or change of land use purpose by the State, the investor must submit copies of documents evidencing land use rights or other documents confirming the right to use the project location.

- A technical explanation of the technology to be used in the project shall be required for projects subject to technology appraisal or consultancy fees in accordance with the law on technology transfer.

- A Business Cooperation Contract (BCC), in the case of projects implemented under a BCC structure.

- Other relevant documents relating to the investment project, as well as documents evidencing the investor's eligibility and capacity as required by applicable laws (if any).

4.2. Projects subject to investment policy approval

For projects requiring investment policy approval, the investor must complete the procedures for adjusting the investment policy approval before proceeding with the amendment of the Investment Registration Certificate.

The authority competent to approve the investment policy shall also have the authority to approve its adjustment. In cases where the proposed amendment causes the project to fall under the authority of a higher-level body, such authority shall have the competence to approve the adjustment.

After the adjusted investment policy is approved, the investor must proceed with the amendment of the Investment Registration Certificate, together with the required supporting documents as mentioned above.

5. Procedures for amending the Investment Registration Certificate

5.1. Cases where no new foreign investor contributes capital or acquires shares

Step 1: Declare the investment project information on the National Investment Information System before initiating the amendment procedures.

Step 2: Submit the application dossier for issuance or amendment of the Investment Registration Certificate to the investment registration authority within 15 days from the date of online submission.

Step 3: Obtain an account for access to the National Investment Information System in order to monitor the processing status of the application.

Step 4: The investment registration authority shall use the National Investment Information System to receive, process, and issue results for the investment registration dossier, as well as to update the application status.

Step 5: Update relevant information on the Enterprise Registration Certificate and publish the updated enterprise registration information on the National Business Registration Portal.

In cases where the amendment of the Investment Registration Certificate results in changes to the Enterprise Registration Certificate, the investor must carry out procedures for amendment of enterprise registration in accordance with the Law on Enterprises 2020.

5.2. Cases involving new foreign investors contributing capital or acquiring shares

Step 1: Submit the application dossier to the investment registration authority where the economic organization is headquartered to carry out the necessary procedures.

Step 2: Submit the dossier to the business registration authority to update the investor's information on the Enterprise Registration Certificate.

Step 3: Carry out procedures for amending the Investment Registration Certificate to reflect the new investor's information and adjust relevant contents of the investment project.

Step 4: If the investor adds conditional business lines, further procedures must be carried out to amend the Enterprise Registration Certificate at the business registration authority.

Step 5: Apply for the relevant business licenses for conditional business sectors in accordance with specialized laws.

5.3. Notes on amendment of the Investment Registration Certificate

- If the proposed amendment to the Investment Registration Certificate results in the project falling into a category subject to investment policy approval, the investment registration authority will carry out procedures for obtaining such approval before processing the amendment of the Investment Registration Certificate.

- Enterprises that have not yet separated the Enterprise Registration Certificate from the Investment Registration Certificate must carry out procedures to separate them into two distinct certificates (Investment Registration Certificate and Enterprise Registration Certificate), and obtain a new company seal in accordance with applicable regulations.

- For newly added business lines that are classified as conditional business sectors, the enterprise must ensure full compliance with the applicable conditions throughout its operation.

6. Key Information on Amendment of the Investment Registration Certificate

6.1. Competent authorities for amending the Investment Registration Certificate

Pursuant to Article 39 of the Law on Investment 2020, the authorities competent to issue, amend, and revoke Investment Registration Certificates are as follows:

1. Management Boards of industrial parks, export processing zones, hi-tech zones, and economic zones shall have the authority to issue, amend, and revoke Investment Registration Certificates for investment projects located within such zones, except for the cases specified in Clause 3 of this Article.

2. Departments of Planning and Investment (DPI) shall have the authority to issue, amend, and revoke Investment Registration Certificates for investment projects located outside industrial parks, export processing zones, hi-tech zones, and economic zones, except for the cases specified in Clause 3 of this Article.

3. The investment registration authority where the investor implements the project or where the project's operating office is or is expected to be located shall have the authority to issue, amend, and revoke the Investment Registration Certificate in the following cases:

(a) Projects implemented in two or more provincial-level administrative units

Example: An automobile manufacturing project A has production facilities located in industrial parks across two different provinces, while its head office (operating office) is located in Binh Duong. In this case, the Management Board of the industrial park in Binh Duong shall have the authority to issue and amend the Investment Registration Certificate for Project A.

(b) Projects implemented both inside and outside industrial parks, export processing zones, hi-tech zones, or economic zones

Example: Investment project Y involves the construction of a food processing plant, with its production facility located in Phu Nghia Industrial Park (Chuong My District, Hanoi). However, for export and international trading activities, the project's operating office is located in Ho Chi Minh City. In this case, the competent authority to amend the Investment Registration Certificate for Project Y would be the Department of Planning and Investment of Ho Chi Minh City.

(c) Investment projects located in industrial parks, export processing zones, hi-tech zones, or economic zones where a Management Board has not yet been established, or where the project does not fall under the management scope of such Management Board.

Example: Investment project Z involves the construction of a solar battery manufacturing plant in an industrial park in Province B. As the province has not yet established a Management Board for its industrial parks, the Department of Planning and Investment of Province B shall have the authority to amend the Investment Registration Certificate for Project Z, ensuring compliance with applicable investment and regional development regulations.

4. The authority receiving the investment project dossier shall be the authority competent to issue the Investment Registration Certificate, except for cases specified in Articles 34 and 35 of this Law.

6.2. Processing time for amendment of the Investment Registration Certificate

Pursuant to Article 47 of Decree No. 31/2021/ND-CP on procedures for amending Investment Registration Certificates:

"Article 47. Procedures for amendment of investment projects that have been granted an Investment Registration Certificate and are not subject to investment policy adjustment approval

In cases where the amendment involves changes to the project name or the investor's name as stated in the Investment Registration Certificate, the investor shall submit a written request for amendment to the investment registration authority, together with supporting documents related to such changes. Within 03 working days from the date of receipt of the request, the investment registration authority shall amend the Investment Registration Certificate."

Accordingly, under current regulations, the Investment Registration Certificate will be amended within 03 working days from the date the investment registration authority receives a valid request for amendment.

6.3. Administrative penalties for failure to amend the Investment Registration Certificate

Pursuant to Point b, Clause 2 and Point b, Clause 3, Article 17 of Decree No. 122/2021/ND-CP, administrative penalties may be imposed for violations relating to procedures for amendment of the Investment Registration Certificate, as follows:

"Violations related to the issuance and amendment of Investment Registration Certificates, Certificates of Registration for operation of executive offices of foreign investors under Business Cooperation Contracts (BCC), approval of investment policy, approval of investment policy concurrently with investor approval, and investor approval."

2. A fine ranging from VND 70,000,000 to VND 100,000,000 shall be imposed for one of the following violations:

(a) Preparing investment project dossiers that are unlawful, untruthful, or inaccurate in order to obtain an Investment Registration Certificate, approval of investment policy, approval of adjustment of investment policy concurrently with investor approval, or investor approval;

(b) Failure to carry out procedures for amendment of the Investment Registration Certificate where adjustments to the investment project result in changes to the contents of the Investment Registration Certificate;

(c) Failure to carry out procedures for approval of adjustments to the investment policy, approval of adjustment of investment policy concurrently with investor approval, or approval of adjustment of the investor in cases where such procedures are required by law.

3. Remedial measures

(a) Compulsory implementation of procedures for registration of the executive office of a foreign investor under a BCC contract, for violations specified in Clause 1 of this Article;

(b) Compulsory implementation of procedures for amendment of the Investment Registration Certificate, for violations specified in Point (b), Clause 2 of this Article.

7. Notes on amending the Investment Registration Certificate

Investors should take into account the following important considerations when carrying out procedures for amending the Investment Registration Certificate:

- Enterprises that have not yet separated the Investment Registration Certificate and the Enterprise Registration Certificate must promptly carry out such separation and obtain a new company seal in accordance with applicable regulations.

- Where the enterprise adjusts or supplements business lines that fall under conditional business sectors, it must ensure full compliance with all applicable conditions throughout its operation.

- The enterprise should complete certain post-amendment procedures to avoid potential legal complications, including:

- In cases where there is a new capital-contributing investor, the new investor must transfer capital into the company's designated capital account. The capital contribution timeline must comply with the schedule stated in the Investment Registration Certificate.

- If the investor fails to contribute capital on time as committed, procedures for extension of the capital contribution timeline must be carried out, and penalties may apply in accordance with applicable laws.

- Reporting obligations and reporting templates applicable to the company are specified in Article 3 of the Investment Registration Certificate.

- In cases where the proposed amendment results in the project falling into a category subject to investment policy approval, the investor must obtain such approval before proceeding with the amendment of the Investment Registration Certificate.

8. Investment Registration Certificate Amendment Services at Dai Quang Minh Law Firm

Dai Quang Minh Law Firm specializes in providing services related to the amendment of Investment Registration Certificates. Our service process includes:

- Collecting and reviewing client information to provide detailed and tailored advice;

- Guiding clients in preparing the necessary documents and basic information required for the procedures;

- Proceeding with the implementation once all required documents have been provided by the client;

- Advising clients on key legal considerations throughout the process;

- Delivering results to clients in a timely and efficient manner.

The above outlines key information regarding procedures for amending Investment Registration Certificates. To safeguard their legitimate rights and interests, investors are encouraged to carefully review relevant legal regulations and follow the prescribed procedures.

9. Frequently Asked Questions

How long does it take to amend an Investment Registration Certificate?

Under the Law on Investment 2020, the processing time for amending an Investment Registration Certificate typically ranges from 10 to 25 working days, provided that a complete and valid application dossier is submitted to the competent authority.

What is the fee for amending an Investment Registration Certificate?

There is no official government fee for the amendment procedure. However, if the application is submitted via public postal services, service fees may apply for document receipt and delivery of results.

What should be noted when amending an Investment Registration Certificate?

Depending on the regulations of each province and the specific contents of the amendment, the required dossier and supporting documents may vary.

In cases where the proposed amendment requires approval from multiple authorities at the same level, the investor may need to submit additional copies of the application dossier to those authorities for review and approval.

The above outlines the procedures for amending an Investment Registration Certificate as shared by Dai Quang Minh Law Firm. We hope this article provides you with useful insights into the process and relevant conditions for business establishment and investment activities.

Should you have any further questions, please do not hesitate to contact us for more detailed advice and support.