Requirements
Natural persons
Legal persons
Representatives
A.FOR ALL TYPES OF CONVERSION To be applied to non-conditional investment projects and conversion of company form with or without admission of new member / shareholder and without amendment of other contents of business registration or investment project
1.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
in case of limited liability companies with two or more members
or
List of authorized representatives (in accordance with Appendix I-9 of Circular 01/2013/TT-BKHDT) (original)
(in accordance with Appendix I-9 of Circular 01/2013/TT-BKHDT)
in case of one-member limited liability companies having two or more authorized representatives of the owner
or
List of founding shareholders (in accordance with Appendix I-7 of Circular 01/2013/TT-BKHDT) (original)
in case of shareholding companies
2.
Decision on company conversion (original)
on transfer or mobilization of capital contribution and conversion of company form of Members`Council / General Meeting of Shareholders / Owner for companies established as from 01/07/2006 or companies established before 01/07/2006 but already re-registered. (The decision on conversion of company form must be sent to all creditors and notified to the company’s employees within 15 days after it is approved)
or
Decision on company conversion (original)
on re-registration and conversion of the company form of owner of 100% foreign owned capital company or Board of Management of Joint venture company or General Meeting of Shareholders for company established before 01/07/2006 but not re-registered yet
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.
Current Investment certificate (an authentic copy)
as amended, if any
5.
Report on operation (original)
of company and project until time of request for conversion
6.
Audited financial report (original)
of the most 02 recent years to the time of request for conversion
7.
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)
I. For case of conversion of company form having change of company's members or shareholders, supplement:
1.
Capital transfer contract (original)
between new member / shareholder and existing member / shareholder
2.
Documents on fulfillment of the transfer (original)
3.
Document certifying capital contribution of company's new member (original)
II.For company's new owner or members or shareholders being individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (an authentic copy)
III.For company's new owner or members or shareholders 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, 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)
IV.For case of conversion from one-member limited liability companies to limited liability companies with two or more members, if the companies, upon conversion, are joint venture companies, supplement:
1.
Joint venture agreement (original)
V.For case of conversion limited company in shareholding company
1.
Registration / Request for shareholding company conversion (original)
Appendix I-4 Circular 01/12013/TT-BKH
VI.For case of conversion shareholding company or two or more member limited company into one member limited company
1.
Registration / Request for one member limited company conversion (original)
Appendix I-2 Circular 01/12013/TT-BKH
VII.For case of conversion shareholding company or one member limited company into two or more members company
1.
Registration / Request for two or more member limited company conversion (original)
Appendix I-3 Circular 01/12013/TT-BKH
C. ADDITIONAL DOCUMENTS REQUIRED For case that company authorizes other person to submit application file and receive result
I.Company authorizes other person 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. This power of attorney must be notarized by any notary office or by a district community
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
II.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. 20mn
Waiting time until next step:
Min. 5 days - Max. 15 days
Legal justification
1.
Law No. 67/2014/QH13 dated 26/11/2014 of the National Assembly on Investment
Article 51;88
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 154;155;170
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 43/2010/ND-CP of the Government dated Apirl 15, 2010 on enterprise registration (EN)
Article 23;24
5.
Decree 102/2010/ND-CP (Expired, replaced by Decree 96/2015/ND-CP) dated 01/10/2010 of The Government (EN) guides in detail a number of articles of the Law on Enterprises regarding the establishment, management organization, operation, reorganization and dissolution of enterprises.
Article 31;32;33;34
6.
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 11;12
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;Appendix
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-13, I-15
9.
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
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: 02 sets ( 01 original + 01 copy)
- For investment project having investment capital of three hundred (300) billion VND or more, upon amendment: 8 sets (01 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 03 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:
1.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
