Requirements
Natural persons
Legal persons
Representatives
To be applied for case of re-registration of company without amendment of business registration contents and investment project
1.
Re-Registration of Enterprise and Investment project (original)
(Appendix I-13 of Decision 1088/2006/QD-BKH)
2.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
or two or more member limited liability company after re-registration
or
List of founding shareholders (in accordance with Appendix I-7 of Circular 01/2013/TT-BKHDT) (original)
for shareholding company after re-registration
3.
Draft of company charter (original)
made in compliance with Law on Enterprises 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 rep
4.
Current Investment certificate (an authentic copy)
(as amended, if any)
5.
Meeting minutes on company re-registration (original)
of the Board of Management for joint venture company; Minutes of meeting of the Board of Management or the written agreement of the foreign investors (in case of foreign investors) or of investors for companies with 100% foreign capital; of the General Meeting of Shareholders for joint stock company agreeing to re-register the company and pass the Charter (revised)
6.
Decision on company re-registration (original)
of the owner(s) or the Board of Management of comapny with 100% foreign capital or of the Board of Management for joint venture company or of the General Meeting of Shareholders for joint stock company with capital foreign investment on the registration of company and pass the Charter (revised)
7.
Report on operation of company and project (original)
to the time of submitting application
8.
Audited financial report (original)
of the most two recent years
9.
Passport or Vietnamese ID card of the company's legal representative (original)
after re-registration
10.
Passport or Vietnamese ID card of the person submitting application file (original)
To present at the counter
For company owners after re-registration being individual investors, supplement
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (original)
For company owners after re-registration being foreign corporate investors, supplement (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 (original)
or certificate of business registration or certificate of enterprise registration or equivalent documents
2.
Vietnamese version of legalized copy of certificate of incorporation (original)
or certificate of business registration or 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)
For foreign invested capital companies being granted Investment License before July 1, 2006, expired operating duration after July 1, 2006, but not dissolved and is proposed to continue operating under Article 6 of Decree No. 194/2013/ND-CP, supplement:
1.
Commitment (original)
on bearing sole responsibilities for obligations and transactions carried out from time of operation expiry to time of re-registration and commitment on fulfillment of financial obligation to the State
2.
Report on business activities (original)
of years from year prior to Investment License expiry to time of re-registration in accordance with Form 04-CS/SXKD under Circular No. 04/2011/TT-BKHDT
For case that company authorizes other person to submit application file and receive result
If the investors authorize other person to submit/collect documents, supplement:
1.
Power of attorney (EN) (original)
Signed by company's legal representative and sealed by the company
If the investors authorize service company to submit/collect documents, supplement:
1.
Service contract (original)
with service company in case that investors authorize service company to submit application file and receive result
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. 10 days - Max. 15 days
Legal justification
1.
Law No. 67/2014/QH13 dated 26/11/2014 of the National Assembly on Investment
Article 88
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 170.2
3.
Law No. 37/2013/QH13 (Expired, replaced by Law 68/2014/QH13) dated 20/06/2013 (EN) amending and supplementing Article 170 of the Law on Enterprise No. 60/2005/QH11
Article 1
4.
Decree 108/2006/ND-CP dated 22/11/ 2006 (EN) providing guidelines for implementation of a number of articles of Law on Investment
Article 86.2
5.
Decree 194/2013/ND-CP dated 21/01/2013 of The Government (EN) on the re-registration, transformation of foreign-invested enterprises and renewal of investment license of investment projects in the form of business cooperation contract.
Article 6;7;8;9
6.
Decree 43/2010/ND-CP of the Government dated Apirl 15, 2010 on enterprise registration (EN)
Article 24
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
articles 9, apdx.I-6, I-7
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
Article apdx.I-13
Additional information
Note :
1. We do not describe here cases of re-registration of conditional investment projects.
2. It's forbidden of handwriting for all kinds of submitted documents . No stapler can be used to attach papers together. Paper size A4 is used for all kind of authenticated copy; legalized copy and others attached documents.
3.All foreign documents must be consular legalized and translated into Vietnamese.
Number of sets of an application file:
- For investment project having investment capital of less than three hundred (300) billion VND: 1 original set.
- For investment project having investment capital of three hundred (300) billion VND or more: 4 sets, including at least 01 original set.
- Within three working days, DPI will check the application file. If the application file is incomplete, DPI will notify the investor in writing which amendments or additions are needed for the application to be accepted for assessment.
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