Requirements
Individual investor
Corporate investor
Representatives
For company re-registration without any amendments related to corporate registration and investment project. This is applicable for none conditional investment projects and none conditional business lines and sectors
1.
Company re-registration application (Form I-13, Decision 1088/2006/QD-BKHDT) (original + Simple copy)
2.
List of members (original + Simple copy)
for two or more member liability limited companies after the re-registration.
or
List of founders (Form I-7 of Circular 01/2013/TT-BKHDT) (original + Simple copy)
For joint stock companies after the re-registration.
3.
Draft corporate charter
(original + Simple copy) in compliant with the Corporate Law, and signed by:
- - legal representative and company members or their authorized representative for two or more member liability limited companies; or
- - founding members or their authorized representatives for joint stock companies; or
- - company owner for one member liability limited companies.
4.
Current investment certificate (Simple copy + an authentic copy)
5.
Minutes of meeting of Council of Members on company conversion
(original + Simple copy) or
- - written consents of foreign investors if there are more than one foreign investors in the company, or it is a 100% FDI corporate; or
- - Minutes of General Meeting of joint stock company shareholders approving the corporate re-registration and the amended charter.
6.
Decision on company re-registration and approval of amended company charter (original + Simple copy)
by company owner, board of executives of 100% FDI companies, or board of executives of joint venture companies, or General Meeting of shareholders of joint stock companies.
7.
Report on corporate operation and investment project implementation (original + Simple copy)
8.
Audited financial reports of last two fiscal years (original + Simple copy)
9.
Passport or ID card of legal representative of company (Simple copy + an authentic copy)
or a simple copy with the presentation of the original for verification.
For individual corporate following the re-registration
1.
Passport or ID card of individual investor (Simple copy + an authentic copy)
or a simple copy with the presentation of the original for verification.
For 100% FDI companies which had been granted with investment certificates before 01/07/2006 and whose investment certificates have expired after 01/07/2006 and which have not been dissolved requesting for continued operation as per Article 6 of Decree 194/2013/ND-CP:
1.
Declaration of responsibilities (original + Simple copy)
on company's duties & businesses from the investment certificate expiry day to the date of re-registration application and declaration on company's fulfillment of financial duties to the State.
2.
Report on the company business and production activities (original + Simple copy)
for the period of five years prior to the investment certificate expiry to the date of re-registration application as per Form 04-CS/SXKD of Circular 04/2011/TT-BKHDT dated 31/03/2011 by the Ministry of Planning and Investment
C. Additional documents required if an authorized staff submits the application
1.
Letter of authorization from legal representative to a staff member (original + Simple copy)
2.
Passport or Vietnamese ID card of authorized person (original + Simple copy)
Time frame
Waiting time in queue:
Min. 5mn - Max. 10mn
Attention at counter:
Min. 20mn - Max. 30mn
Waiting time until next step:
Min. 10 days - Max. 15 days
Legal justification
1.
Law No. 59/2005/QH11 on investment dated 29/11/2005 by National Assembly on Investment
Article 88
2.
Law on Enterprise No.60/2005/QH11 dated 29/11/2005 by the National Assembly No.11
Article 170.2
3.
Law 37/2013/QH13 dated 20/06/2013 by the National Assembly No.13 amending and supplementing Article 170 of the Law on Enterprise
Article 1
4.
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
Article 86
5.
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
Article I.13
6.
Decree 43/2010/ND-CP dated 15/0402010 by the Government regarding corporation registration.
Article 24
7.
Decree 194/2013/ND-CP dated 21/11/2013 by the Government regarding re-registration, conversion of foreign-investment corporations and renewal of investment certificates of BCC projects
articles 6, 7, 8, 9
8.
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
Article I-13
9.
Circular 01/2013/TT-BKH dated 21/01/2013 by the Ministry of Planning and Investment providing guidelines for corporation registration
articles 9, I-6, I-7
Who certified this information ?
Bay NGUYEN, Director,
24/04/2015