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)
Appendix I-6 of Decision 1088
or
Registration / Request for amendment of Investment Certificate (Appendix I-16 of Decision 1088) (original)
Applied for company not yet re-registrated or not re-registrated
or
Registration of amendment of business registration contents (original)
(Appendix I-7 of Decision 1088)
or
Notification in accordance with Appendix II-1 of Circular 01/2013/TT-BKHDT (original)
on change of business registration contents
2.
Current Investment certificate (an authentic copy)
3.
Amended charter (original)
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 General Meeting of Shareholders in case of shareholding company;
-of Owner in case of one-member limited liability companies
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
9.
Information of the person submitting application file (original)
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 + Simple copy)
2.
MOU or contract on office lease (original)
in case that the head office is location for implementation of the project
3.
Copies of application files of the first time IC application (Simple copy)
a simple copy sealed by the company applied in case changing the head office and the head offfice is also location for implementation of the project or for case of changing location of implementation of the project
4.
Legal documents proving ownership or use right to location (an authentic copy)
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
IV.For change of company’s charter capital, supplement:
1.
Notification in accordance with Appendix II-1 of Circular 01/2013/TT-BKHDT (original)
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 (original)
VI- for individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
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 (original)
or certificate of business registration, certificate of enterprise registration or equivalent documents
2.
Vietnamese version of legalized copy of certificate of incorporation (original)
or certificate of business registration, certificate of enterprise registration or equivalent documents
3.
Authorization document (an authentic copy)
issued by the investor for the authorized representative in the company
4.
Authenticated copy of passport or Vietnamese ID card of the authorized representative
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)
with certification of the company
X. For change of members of limited liability companies with two or more members, supplement:
1.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
2.
Notification in accordance with Article 42 Decree 43/2010/ND-CP (original)
XI. For individual investors
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
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
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
XIII. For change of members due to admission of a new member
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
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
1.
Written certification of legal inheritance of inheritor (an authentic copy)
XVI . For change of member due to presentation of capital contribution
1.
Capital contribution presenting contract (original)
Better be witness, signed by the legal representative and sealed by the company.
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
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 (an authentic copy)
issued by the investor for the authorized representative in the company
4.
Authenticated copy of passport or Vietnamese ID card of the authorized representative
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
XXI. For projects implemented distribution , import or export rights, supplement:
1.
Registration / Request for amendment of Investment Certificate (Appdx MD2 Circular 08/2013/TT-BCT (original)
2.
Explanatory statement of required business conditions (original)
Form MD 6 Circular 06/2013/TT-BCT. Applied for company with rights of importing but not for company with rights of product distribution
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.
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
+ 15 working days if the investment project subject to adjustment registration certificates of investment
+ 30 working days if the investment project subject to verification adjust the investment certificate;
Waiting time in queue:
Min. 15mn - Max. 30mn
Attention at counter:
Min. 10mn - Max. 30mn
Waiting time until next step:
Min. 15 days - Max. 30 days
Legal justification
1.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article 26
2.
Law No. 67/2014/QH13 dated 26/11/2014 of the National Assembly on Investment
Article 51
3.
Decree 108/2006/ND-CP dated 22/11/ 2006 (EN) providing guidelines for implementation of a number of articles of Law on Investment
Article 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
Article 1.1;1.2
6.
Circular 01/2013/TT-BKHDT ( Expired. Replaced by Cir. 20/2015/TT-BKHDT)of the Ministry of Planning and Investment dated January 21, 2013 on business registration
Article 9;17;18;19;20;21;22
7.
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-6;I-7
8.
Circular 08/2013/TT-BCT dated 22/04/2013 detailing goods trading and directly related activities of foreign invested enterprises in Vietnam
Article 14;Apdx
Additional information
Note :
1. We do not describe here cases of amendments 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. 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.
4.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 +1 copy or 3 copies depending on kinds of IC amendments
- For investment project having investment capital of three hundred (300) billion VND or more: 8 sets, including at least 1 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.
The appointment for investor to come back and collect the investment certificate is written in the 'receipt of application for investment certificate'.
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