In case of investing by contributing capital, buying shares or buying capital contribution.

In case a foreign enterprise adjusts the information related to foreign investors who invest in the enterprise by contributing capital, buying shares or buying capital contributions, the procedures for adjustment of the Certificate of Investment Registration include the following steps:

• Step 1: Investors submit the dossier to the registry office where the head-office of the enterprise locates to perform the procedures for capital contribution, shares purchase or capital contributions purchase.
• Step 2: Investors submit the dossier to the business registry office to perform the procedures for record of investor’s information on the Certificate of Business Registration. If the enterprise has not separated the Certificate of Investment Registration and the Certificate of Business Registration, this requirement shall be performed at the same time. The number of the Certificate of Business Registration is also the tax registration number of the enterprise.
• Step 3: Performing the procedures for adjustment of the Certificate of Investment Registration to update the information of new investors and the investment project.
• Step 4: In case the enterprise supplement business lines or any other information on the Certificate of Business Registration, the procedures for adjustment of the Certificate of Business Registration must be performed at the business registry office as well.
• Step 5: Publishing the enterprise’s information on the National Business Registration Portal.
• Step 6: Re-issuing the seal sample of the enterprise which matches the information on the Certificate of Business Registration (for example: the new tax registration number) as recorded by domestic enterprises.
• Step 7: Publishing the seal sample of the enterprise.
• Step 8: Applying for a business registration license: applies only to businesses that add business lines that exercise the right to distribute goods.

Notice:

The enterprises that have not performed the procedures for splitting the enterprise registration certificate must separate the investment certificate into an investment registration certificate and enterprise registration certificate and re-issue a new seal, publish the seal sample as prescribed.

Procedures incurred after adjusting the Investment Certificate.

After adjusting the Certificate of Investment Registration, the enterprise shall follow some regulations mentioned below to avoid legal troubles:

• If the enterprise admitted new capital contributors, they must contribute capital to the capital account of the enterprise and capital contribution duration must be complied with the promised duration as recorded in the Certificate of Investment Registration.

If an investor fails to contribute capital as committed in the investment registration certificate, the enterprise must follow the procedure for capital contribution extension and be fined in accordance with law.

• The enterprise should pay attention to the procedures for report duties and report forms complied with the regulations on investment report duties of the enterprise (which are often regulated in Article 3 of the Certificate of Investment Registration).
• If the enterprise supplement new business lines which are subject to business conditions prescribed by the law, the enterprise should ensure to comply with these regulations.

Adjustment of the certificate of investment registration services at Asadona:

Asadona will consult clients about conditions, dossiers and the procedures for adjustment of the Certificate of Investment Registration, including:

• Drafting and preparing dossiers for clients with information provided by clients.
• Representing clients when performing the procedures for adjustment of the Certificate of Investment Registration at the state-authorized bodies.
• Supervising the handling process of the state-authorized bodies, explaining to the state-authorized bodies about any problems relevant to the dossier.
• Providing enterprise guidelines for legal procedures incurred after the adjustment.
• Consulting about issuance or adjustment of the sub-licenses after adjusting the Certificate of Investment Registration.
• Consulting and making changes to business registration certificates and adjusting investment certificates.
• Supporting clients to deal with any legal problems incurred during the business practices of the enterprise in Vietnam.
• Consulting about tax law, tax procedures and accounting for foreign enterprises.

The legal basis for adjusting investment objectives.

These procedures are implemented in accordance with the Law on Investment 2014, effective from 01/07/2015. Decree 118/2015 (providing detailed guides on the Investment Law), Circular 16/2015 / TT-BKHDT and Official Letter 4326 / BKHDT-DTNN (providing guidelines on procedures and forms for implementing investment activities under the 2014 Investment Law). Therefore, investors who follow procedures for adjusting Investment Certificate with the investment registration agency should refer.

After the US – China trade war and the Coronavirus pandemic. Many companies had a tendency to withdraw from China and move their factories to Vietnam. When a foreign enterprise wants to invest in Vietnam, investment plans need to be made and investment certificates must be obtained at the Project Management Board or at Provincial People’s Committee where the factories are located.

Investment certificates are prescribed by Investment Law; and considered a compulsory condition for a foreign enterprise to do business in Vietnam. Those who want to invest in Vietnam but have little knowledge of Vietnamese regulatory environment really need an investment consulting service to be assisted during the whole process.

Consulting services for investing into Vietnam

A consulting service for making investment certificates will provide enterprises with the services as the following:

1. Consulting about form of investment: providing the information about the regulatory environment and comparing benefits to choose the form of investment.
2. Consulting about investment industry: consulting about applying for industries which are suitable for investment targets and meeting legal requirements.
3. Consulting about capital: investment capital needs to be transferred to Vietnam; and it is also an important factor for the regulatory authority to approve investment plans. Therefore, everything must be taken into consideration to be suitable for investors’ abilities investment industry, and investment targets.
4. Giving advice on company members: consulting about benefits as well as obligations of members in the company. And some issues regarding appointing or changing members of the company in the future.
5. Giving advice on legal constraints of the investment environment: consulting investors about: work permit, property ownership, personal income tax, and remitting profits back home.

Application file for registration of investment certificate

1. A proposal to issue investment certificates.
2. Investor’s finance ability report.
3. A joint-venture contract with respect to the form of investment in establishment of a joint venture enterprise with domestic investors.
4. Written consent of the competent authority in case of using state capital for investment. Joint venture or economic links with other economic sectors.
5. Authenticated documents identifying investors; Including authenticated copy of passport for individual investor. Or authenticated copy of business registration certificate for institutional investors.

Steps to register for an Investment Certificate

1. Considering the legality of papers and documents provided by the investor. Giving advice as well as proposing the necessary changes to revise the Documents in accordance with the provisions of Vietnamese law.
2. Translating the documents provided in the file into Vietnamese.
3. Preparing application file for the investment certificate.
4. Representing investors to submit the dossier to the State management agency.
5. Representing investors to contact the competent authorities during application evaluation.
6. Representing investors to contact the competent authorities to verify licensing documents. Providing professional opinion on investment projects.
7. Notifying investors all information related to the application evaluation process.
8. Supporting investors in modifying and supplementing documents at the request of the case managers (if any).
9. Receiving the Investment Certificate from the competent authority and send it to the investor.
10. Registering corporate seal for the company and tax for investors.

Service of making Investment Certificate in Vietnam

Asadona advises and assists investors in carrying out the procedures for obtaining Investment Certificates. From renting, renting factories, to fulfilling business conditions and going into operation.

Services for obtaining investment certificates

• Consulting about conditions for foreign investors to be allowed to invest in Vietnam.
• Consulting about applying for an investment registration certificate.
• Providing consultancy on establishment of foreign enterprises.
• Applying for permission to operate branches and representative offices for foreign businesses in Vietnam.
• Providing consultancy on adjusting Investment Certificate.

Services on investment conditions

• Identifying, selecting partners and investment locations, reporting on partner business investigation.
• Consulting about preparation of pre-feasibility and feasibility studies.
• Consulting about environmental impact assessment.
• Drafting, completing records and related documents. Registering and making procedures at the competent authorities for approval and necessary licenses, such as investment license, construction permit, special import permit, etc.
• Consulting about raising investment capital, use of employment. Consulting about organization and management of accounting and tax system. Consulting about Consulting import and export procedures. Consulting about technology transfer and equipment procurement when the business comes into operation.

Asadona has 10 years of experience in carrying out procedures to apply for an Investment License for enterprises in Dong Nai, Binh Duong and Ho Chi Minh City, Vung Tau, Long An. We assist customers in preparing documents, submit application on behalf of clients and receive results at regulatory agencies, support customers when problems arise during operation. Please contact us for advice and a quote for performing the work.