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)
Applied if the company has already been re-registered. Otherwise please consult the below procedures for company re-registration
2.
Current Investment certificate (an authentic copy)
3.
Amended charter (HEPZA guiding models) (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.
Amended Joint Venture Contract (HEPZA guiding model) (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 (an authentic copy)
- 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
or
Authenticated copy of Passport or Vietnamese ID card of the person submitting application file (original)
Attached with the application files
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)
2.
MOU or contract on office lease (original)
in case that the head office is location for implementation of the project
3.
Legal documents on 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 (original)
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 case of decrease charter capital
1.
Financial Statements (The latest) (original)
2.
Company Commitment (original)
of payment for all debts and other financial responsibilities after decrease charter capital
VI. For case that the charter capital proprotion of the foreign investor in the company is more than 50%
1.
Audited financial report (original)
the latest
VII. 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 (in accordance with Appendix I-7 of Circular 01/2013/TT-BKHDT) (original)
after being changed
VIII - for individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (original)
IX. 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 (original)
X. For case of changing founding shareholder due to capital transfer, supplement:
1.
Share transfer contract (HEPZA) (original)
2.
Documents on fulfillment of the transfer (original)
XI. For case of changing founding shareholder due to presenting share as a gift, supplement:
1.
Share presenting contract (HEPZA) (original)
XII. For change of members of limited liability companies with two or more members, supplement:
1.
Notification in accordance with Article 42 Decree 43/2010/ND-CP (original)
2.
List of members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original)
after being changed
XIII. For individual investors
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (original)
XIV. 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
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 (original)
XV. For change of members due to admission of a new member, supplement:
1.
Written certification (original)
of the capital contribution of the new member to the company
XVI. For change of members due to transfer of capital contribution, supplement:
1.
Capital transfer contract (HEPZA) (original)
and documents on fulfillment of the transfer with certification of the company
2.
Documents on fulfillment of the transfer (original)
XVII. For change of member due to inheritance, supplement:
1.
Written certification of legal inheritance of inheritor (an authentic copy)
XVIII. For change of member due to presentation of capital contribution, supplement:
1.
Capital contribution presenting contract (HEPZA) (original)
XIX. 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 (HEPZA) (original)
3.
Documents on fulfillment of the transfer (original)
XX. For individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor (original)
XXI. 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
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 (original)
XXII. 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)
XXIII. 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 08/2013/TT-BCT
C. ADDITIONAL DOCUMENTS REQUIRED For case that company authorizes other person to submit application file and receive result
I. 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
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. 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 icle51
2.
Law No. 68/2014/QH13 dated 26/11/2014 of the National Assembly on Enterprises
Article icle26
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 icles51;52
4.
Decree 43/2010/ND-CP of the Government dated Apirl 15, 2010 on enterprise registration (EN)
Article icles34;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 icles1.1;1.2
6.
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 icle1.21
7.
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 icles9;17;18;19;20;21;22
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
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
articles iclesapdx.I-6, I-7
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:
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
