Requirements
Individual investor
Corporate investor
Representatives
A. FOR ALL TYPES OF INVESTORS
1.
Investment certificate amendment application form I-4 (original + Simple copy)
if the amendment does not entail any branch or incorporation establishment
or
Investment certificate amendment application form I-6 (original + Simple copy)
If the amendment entails an incorporation establishment
or
Investment certificate amendment application form I-7 (original + Simple copy)
If business activities of the branch or incorporation are amended.
or
Investment certirficate amendment application form I-16 (original + 3 simple copies)
If the investment certificate which was granted to a foreign incorporation or business partners of a business cooperation contract before 1st July 2006 has not been re-registered or will not be re-registered.
2.
Notification of corporate amendment details (Appx. II-1)
(original + 3 simple copies) in accordance with Appendix II-1, Circular 01/2013/TT-BKHDT for:change of:
- corporate name, and/or - - head office address, and/or
- - business line & sector, and/or
- - authorized representatives of one member liability limited companies, members of two or more member liability limited companies, members of joint venture companies, or founding shareholders of joint stock companies, and/or
- - investment capital of private companies or company charter.
Investors need to provide information relevant to their cases.
3.
Current investment certificate (Simple copy + an authentic copy)
4.
Amended company charter
(original + Simple copy) with signatures: - - of legal representative and members or their representatives for two or more member liability limited companies.
- - of shareholders or their authorized representatives for joint stock companies. or
- - of company owner for one member co., ltd. This is also applicable for change of one member LLC ownership.
5.
Joint venture contract (Simple copy + an authentic copy)
for joint venture companies
6.
Report on investment project implementation (original + Simple copy)
up to the day of amendment application
7.
Minutes of meeting on amendment contents
(original + Simple copy) - of Member Council for two or more member liability limited companies.
- of Shareholder General Meeting for joint stock companies.
8.
Decision on content of amendments
(original + Simple copy) - - by Member Council for two or more member co. ltd; or
- - by shareholders at General Meeting for joint stock companies; or
- - by the owner for one member liability limited companies.
9.
Passport or ID card of legal representative of company (2 authentic copies)
I. For amendments of members or shareholders
1.
List of founding members (original + Simple copy)
or
List of founding sharehodlers (original + Simple copy)
2.
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Passport of new investors, business partners, founders, shareholders, members of directorate board (2 authentic copies)
3.
Passports or Vietnamese ID cards members of board of directors (2 authentic copies)
4.
Share transfer contract (2 authentic copies)
5.
Documents proving completion of share transfer (2 authentic copies)
II. For change of one member liability limited company ownership
1.
Notification of one member LLC ownership change to a new recipient (form II-4) (2 original )
2.
Capital transfer contract (2 authentic copies)
For individual recipients of company ownership
1.
Passport or ID card of individual recipient of company ownership (Simple copy + an authentic copy)
For corporate recipients of company ownership
1.
Corporate Registration Certificate of recipient company (Simple copy + an authentic copy)
Business Registration Certificate can be used in lieu of Corporate Registration Certificate.
Consular legalization procedure in compliant with Decree 111/2011/ND-CP dated 05/12/2011 by the Government on consular certification and legalization is applied for documents issued outside Viet Nam; otherwise, just authenticated copies are required.
2.
Passport or ID card of authorized representative of corporate recipient of company ownership (Simple copy + an authentic copy)
Refer to Article 24 of Decree 43/2010/ND-CP dated 15/0402010 by the Government regarding corporation registration for more detailed information on verification of personal identification.
III. For change of management structure or legal representative
1.
List of new management personnel (original + Simple copy)
2.
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Passports of newly appointed personnel (2 authentic copies)
or
Passports or Vietnamese ID cards members of board of directors (2 authentic copies)
IV. For increased or reduced project scale/productivity, not exceeding limits of environment impact assessment report
1.
Financial report of the last two fiscal years (original + Simple copy)
2.
Techno-economical feasibility study report (original + Simple copy)
3.
Decision to increase/reduce project scale/productivity (original + Simple copy)
made by corporation owner(s)/board of directiorate
V. For change(s) of business lines
1.
Joint venture contract (Simple copy + an authentic copy)
of newly-established joint venture(s)
C. ADDITIONAL DOCUMENTS REQUIRIED if an authorized staff submits the application
1.
Letter of authorization from legal representative to a staff member (original)
2.
Passport or Vietnamese ID card of authorized person (an authentic copy)
Time frame
Increased investment capital up to VND 300 billion or more, if any, will entail an evaluation of the file of application and it would take 15 days for the process to be completed; otherwise, it only takes 5 days.
Waiting time in queue:
Min. 5mn - Max. 10mn
Attention at counter:
Min. 20mn - Max. 30mn
Waiting time until next step:
Min. 5 days - Max. 15 days
Legal justification
1.
Law No. 59/2005/QH11 on investment dated 29/11/2005 by National Assembly on Investment
Article 51
2.
Law No. 60/2005/QH11 dated 25/12/2005 by the 11th National Assembly on enterprise
Article 26
3.
Decree 108/2006/ND-CP dated 22/09/2006 by the Government specifying and guiding the implementation of a number of provisions of the Law on Investment
articles 51, 52
4.
Decree 43/2010/ND-CP dated 15/0402010 by the Government regarding corporation registration.
articles 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44
5.
Decree 05/2013/ND-CP dated 09/01/2013 by the Government, amending and supplementing some provisions in the regulations of administrative procedures of Decree 43/2010/ND-CP dated 15/04/2010 by the Government re business registration
articles 1.1, 1.2
6.
Decision 1088/2006/QD-BKHDT dated 19/10/2006 by the Ministry of Planning and Investment issuing standard forms for conducting investment procedures in Viet Nam
articles I-6, I-7
7.
Circular 01/2013/TT-BKH dated 21/01/2013 by the Ministry of Planning and Investment providing guidelines for corporation registration
articles 9, 17, 18, 19, 20, 21, 22
8.
Decree 164/2013/ND-CP dated 12/11/2013 by the Government amending and supplementing some provisions of Decree 29/2011/ND-CP dated 14/03/2008 by the Government regarding roles and functions of industrial zones, processing zones and economic zones
Article 1.21
Additional information
Note:If the amendment of investment certificate(s) increases investment capital up to 300 billion VND or more, the submission of application file must be eight copies of each documents and the processing takes up to 20 days.
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