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 (Appendix I-13 of Decision 1088/2006/QD-BKH) (original)
2.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
for 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)
or 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.
Meeting minutes on company re-registration (an authentic copy)
of owner of 100% foreign owned capital company or Board of Management of Joint venture company or General Meeting of Shareholders
5.
Decision on company re-registration (original)
of owner of 100% foreign owned capital company or Board of Management of Joint venture company or General Meeting of Shareholders
6.
Current Investment certificate (an authentic copy)
(as amended, if any)
7.
Report on operation (original)
to time of re-registration
8.
Audited financial report (original)
of the most two recent years
9.
Passport or Vietnamese ID card of the company's legal representative (an authentic copy)
after re-registration
10.
Passport or Vietnamese ID card of the person submitting application file (original)
To present at the counter
or
Authenticated copy of Passport or Vietnamese ID card of the person submitting application file (an authentic copy)
Attached with the application files
For company owners being individual investors after re registration
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (an authentic copy)
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
or certificate of business registration or certificate of enterprise registration or equivalent documents
2.
Vietnamese version of legalized copy of certificate of incorporation
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
Company authorizes their staff to submit application file and receive result
1.
Power of attorney (original)
of the company to the person submitting the application file if the legal representative of the company does not submit the application file directly.
or
Letter of introduction (original)
of the company to the person submitting the application file if the legal representative of the company does not submit the application file directly
Company authorizes service company to submit application file and receive result
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. 5 days - Max. 40 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.
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
8.
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
9.
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
10.
Decision159-BKH/KCN of the Ministry of Planning and Investment dated 10/7/2006 authories HEPZA in FDI
Article 7
Additional information
Number of sets of an application file:
- For investment project having investment capital of less than three hundred (300) billion VND: 2 sets ( 1 original + 1 copy)
- For investment project having investment capital of three hundred (300) billion VND or more, upon amendment: 8 sets (1 original + 7 copies)
Notes:
a. All foreign documents must be consularly legalized and translated into Vietnamese.
b. Copy of certificate of incorporation, certificate of business registration or equivalent document of foreign corporate investors must be the copy that has been consularly legalized within 3 months prior to the date of submitting application file.
c. Foreign passports can be authenticated by any district level people’s committee with no need for consular legalization.
d. Amendments of Investment Certificate relating to business registration contents must be carried out within 10 working days as from the date that company decided to change.
We do not describe here cases of amendments of conditional investment projects.
Other subsidairy notes:
Formally according to the rules of Hepza , if applied to the POA of the company to the person submitting the application file if the legal representative of the company does not submit the application file directly. This power of attorney must be notarized either by any notary office or by district community. But in Hepza actual execution, this POA can be accepted without notarized
