Requirements
Natural persons
Legal persons
Representatives
A.FOR ALL TYPES OF AMENDMENTS
1.
Registration / Request for amendment of Investment Certificate(Appendix I-6 of Decision 1088) (original)
Applied if the company has already been re-registered. Otherwise please consult below procedures for Company re-registration
2.
Current Investment certificate (an authentic copy)
3.
Amended charter (original)
of the company having all signatures of the legal representative and of members or their authorized representatives for limited liability companies with two or more members; of founding shareholders or their authorized representatives, for shareholding companies; of owner for one-member limited liability companies
4.
Amended Joint Venture Contract (original)
for joint venture companies
5.
Report on operation (original)
of company and project until time of request for amendment of Investment Certificate
6.
Decision on contents of amendment (original)
- of Members`Council in case of companies with two or more members;
- of Owner in case of one-member limited liability companies;
- of General Meeting of Shareholders in case of shareholding company
7.
Meeting minutes on contents of amendment (original)
- of Members`Council in case of companies with two or more members;
- of General Meeting of Shareholders in case of shareholding company
8.
Passport or Vietnamese ID card of the person submitting application file (original)
To present at the counter
I. For change of company’s business lines / name, supplement:
1.
Notification in accordance with Appendix II-1 of Circular 01/2013/TT-BKHDT (original)
II. For change of company’s head office address, supplement:
1.
Notification in accordance with Appendix II-1 of Circular 01/2013/TT-BKHDT (original)
2.
MOU or contract on office lease (an authentic copy)
of the head office and the location for implementation of the project
or
Legal documents proving ownership or use right to location (an authentic copy)
of the head office and the location for implementation of the project
III. For change of company’s legal representative, supplement:
1.
Notification in accordance with Appendix II-2 of Circular 01/2013/TT-BKHDT (original)
2.
Authenticated copy of passport or Vietnamese ID card of the new legal representative (an authentic copy)
IV.For change of company’s charter capital, supplement:
1.
Notification in accordance with Appendix II-1 of Circular 01/2013/TT-BKHDT (original)
2.
Financial Capability Report (for adjustment of charter capital) (original)
Applied for increase charter capital
3.
Financial Statements (The latest) (original)
Applied for decrease charter capital
V. For change of founding shareholders of shareholding companies, supplement:
1.
Notification in accordance with Article 41 Decree 43/2010/ND-CP (original)
2.
List of founding shareholders (in accordance with Appendix I-7 of Circular 01/2013/TT-BKHDT) (original)
after being changed
VI- for individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (an authentic copy)
VII. For foreign corporate investors (for Vietnamese corporate investors, the legalized copy and Vietnamese version of following documents shall be replaced by authenticated copy only)
1.
Legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents to define legal status of the investors
2.
Vietnamese version of legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents to define legal status of the investors
3.
Authorization document (original)
issued by the investor for the authorized representative in the company
4.
Authenticated copy of passport or Vietnamese ID card of the authorized representative (an authentic copy)
VIII. For case of changing founding shareholder due to capital transfer, supplement:
1.
Share transfer contract (original)
and documents on fulfillment of the transfer with certification of the company
2.
Documents on fulfillment of the transfer (original)
IX. For case of changing founding shareholder due to presenting share as a gift, supplement:
1.
Share presenting contract (original)
X. For change of members of limited liability companies with two or more members, supplement:
1.
Notification in accordance with Article 42 Decree 43/2010/ND-CP (original)
2.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
XI. For individual investors
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (an authentic copy)
XII. For foreign corporate investors (for Vietnamese corporate investors, the legalized copy and Vietnamese version of following documents shall be replaced by authenticated copy only)
1.
Legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents to define legal status of the investors
2.
Vietnamese version of legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents to define legal status of the investors
3.
Authorization document (original)
issued by the investor for the authorized representative in the company
4.
Authenticated copy of passport or Vietnamese ID card of the authorized representative (an authentic copy)
XIII. For change of members due to admission of a new member, supplement:
1.
Written certification (original)
of the capital contribution of the new member to the company
XIV. For change of members due to transfer of capital contribution, supplement:
1.
Capital transfer contract (original)
and documents on fulfillment of the transfer with certification of the company
2.
Documents on fulfillment of the transfer (original)
XV. For change of member due to inheritance, supplement:
1.
Written certification of legal inheritance of inheritor (an authentic copy)
XVI. For change of member due to presentation of capital contribution, supplement:
1.
Capital contribution presenting contract (original)
XVII. For change of company owner in one-member limited liability company upon transfer of entire company charter capital from existing owner to other person or institution, supplement:
1.
Notification in accordance with Appendix II-4 of Circular 01/2013/TT-BKHDT (original)
2.
Capital transfer contract (original)
3.
Documents on fulfillment of the transfer (original)
XVIII. For individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (an authentic copy)
XIX. For foreign corporate investors (for Vietnamese corporate investors, the legalized copy and Vietnamese version of following documents shall be replaced by authenticated copy only)
1.
Legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents
2.
Vietnamese version of legalized copy of certificate of incorporation
or certificate of business registration, certificate of enterprise registration or equivalent documents
3.
Authorization document (original)
issued by the investor for the authorized representative in the company
4.
Authenticated copy of passport or Vietnamese ID card of the authorized representative (an authentic copy)
XX. For amendment of capital of investment projects which, upon amendment, have an invested capital of three hundred (300) billion VND or more, supplement:
1.
Explanatory statement (original)
(clearly mentioning changes in comparison with currently implemented project) and reasons for changes
C. ADDITIONAL DOCUMENTS REQUIRED For case that company authorizes other person to submit application file and receive result
I. company authorizes their staff to submit application file and receive result
1.
Power of attorney (original)
or
Letter of introduction (original)
II. company authorizes service company to submit application file and receive result
1.
Service contract (original)
2.
Letter of introduction (original)
of service company to the person submitting application file
Time frame
Waiting time in queue:
Min. 5mn - Max. 15mn
Attention at counter:
Min. 15mn - Max. 30mn
Waiting time until next step:
Min. 5 days - Max. 30 days
Legal justification
1.
Law No. 67/2014/QH13 dated 26/11/2014 of the National Assembly on Investment
Article 51
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 26
3.
Decree 108/2006/ND-CP dated 22/11/ 2006 (EN) providing guidelines for implementation of a number of articles of Law on Investment
articles 51, 52
4.
Decree 43/2010/ND-CP of the Government dated Apirl 15, 2010 on enterprise registration (EN)
Article 34;35;36;37;38;39;40;41;42;43;44
5.
Decree 05/2013/ND-CP dated 09/01/2013 of the Government (EN) 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.
Decree No. 164/2013/ND-CP (Expired) of the Government dated November 12, 2013 amending and supplementing a number of Articles of the Government’s Decree No. 29/2008/ND-CP dated March 14, 2008, providing for industrial parks, export processing zones and economic zones
Article 1.21
7.
Circular 01/2013/TT-BKH ( Expired. Replaced by Cir. 20/2015/TT-BKHDT) dated 21/01/2013 of Ministry of Planning and Investment (EN) on guiding enterprise registration
Article 9;17;18;19;20;21;22
8.
Decision 1088/2006/QD-BKH (expired, replaced by Cir. 16/2015/TT-BKHDT) of the Ministry of Planning and Investment dated October 19, 2006, issuing standard forms for conducting investment procedures in Vietnam
articles apdx.I-6, I-7
9.
Decision No. 96/2006/QĐ-UBND of PPC of Hochiminh City dated 10/7/2006 on functions, duties and authorities of MASD
Article 3.c
Additional information
- Number of Documents needed:
+ For projects with investment capital up to 300 billion VND: 2 set (1 original + 1 copy ).
+ For projects with investment capital of 300 billion VND and above: 8 set (1 original + 7 copies).
- Languages: in Vietnamese or in Vietnamese and recognized foreign language.
- All foreign documents must be legally authenticated/stamped by the Consular authorities and dated within 3 months of the date of application submission.
- MASD has maximum of 15 business days (applicable to projects with capital up to 300 billion VND) or 30 business days (applicable to projects with capital of 300 billion VND and above) to issue the certificate.
