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.
Registration / Request for amendment of Investment Certificate(Appendix I-6 of Decision 1088) (original)
2.
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 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
3.
Decision on company conversion (original)
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.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
4.
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
5.
Current Investment certificate (original)
(as amended, if any)
6.
Report on operation (original)
of company and project until time of request for conversion
7.
Audited financial report (original)
of the most 02 recent years to the time of request for conversion
8.
Passport or Vietnamese ID card of the person submitting application file (original)
To present at the counter
I.For case of conversion of company form having change of company's members or shareholders, supplement:
1.
Capital transfer contract (original)
or capital contribution agreement (by and between new member / shareholder and company or 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)
C. ADDITIONAL DOCUMENTS REQUIRED For case that company authorizes other person to submit application file and receive result
I.If the investors authorize other person to submit/collect documents, supplement:
1.
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
or
Power of attorney (original)
Signed by company's legal representative and sealed by the company
II.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. 15mn - Max. 30mn
Attention at counter:
Min. 10mn - Max. 30mn
Waiting time until next step:
Min. 15 days - Max. 55 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
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, replaced by Decree 82/2018/ND-CP) of the Government dated November 12, 2013 (VN)
Article 1.21
10.
Decision No. 42/2011/QD-UBND of Hochiminh City People's Committee dated June 17, 2011 on functions, duties and authorities of Thu Thiem ICA
Article 10.3
Additional information
- Number of Documents needed:
+ For projects with investment capital up to 300 billion VND: 1 original.
+ For projects with investment capital of 300 billion VND and above (subject to examination): 4 set (1 original).
- 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
- Within three working days, Thu Thiem ICA will check the application file. If the application file is incomplete, ICA will notify the investor in writing which amendments or additions are needed for the application to be accepted for assessment.
- Time frame:
+ For projects with capital up to 300 billion VND: within 5-15 working days after receiving valid investment registration dossier.
+ For projects with investment capital of 300 billion VND and above (subject to examination): not exceed 30 days
+ For projects falling within the approving competence of the Prime Minister: not exceed 55 working days after receiving valid investment registration dossier.
