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An Law Viet Nam Company Limited
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Procedure to change investment registration

Clause 41 in the Law on Investment 2020, states that “During execution of an investment project, the investor is entitled to adjust its objectives, transfer the project in part or in full, merge projects or fully divide or partially divide a project into multiple projects or exercise the rights to use land and property on land which is part of the investment project to contribute capital to establish an enterprise, carry out business cooperation or carry out other activities, and the aforementioned activities shall comply with regulations of law.”

if the adjustment to the investment project changes any content of the investment registration certificate, The investor shall follow procedures for adjusting the investment registration certificate.

The investor that has an investment project whose investment guidelines have been approved shall follow procedures for approving the adjustment to the investment guidelines in one of the following cases:

  1. Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added.
  2. The land area is increased or reduced by 10% or more than 30 hectares or the investment location is changed.
  3. The total investment capital is increased or reduced by 20% or more, changing the scale of the investment project;
  4. Extension of the project execution schedule results in total duration of the project being extended by more than 12 months compared to that stated in the first written approval for investment guidelines.
  5. The investment project’s timeline is changed.
  6. The technology that was approved, discussed during the stage of determining investor, has been changed,
  7. Change the investor.

Relevant legal document

  1. Law on Investment 2020
  2. Adjustment Law 2022
  3. Decision 31/2021/NĐ-CP orient Law on Investment
  4. Circular 03/2021/TT-BKHĐT regulate samples

Investment certificate amendment

If the investment projects are not subject to the investment policy request then investor will conduct the Investment certificate amendment:

  1. Change of the investment project name, investor, application comprise of:
    • Document request to adjust investment policy (follow sample).
    • Document relevant to the investment project, owners’ amendment.
  2. Other information related to the investment projects amendment.
    • Document request to adjust investment policy (follow sample).
    • The acceptance reports the time of amendments.
    • Investor’s decision for the amendment, this request applies when the investor is an organisation.
    • Explaination or provide document relevant to the amendment information regulated in b,c,d,đ,e,g, and h at term 1 Clause 33 of Law on Investment (if any)
  3. If the investor transfer part of or all of the investment projects:
    • Document request to adjust investment policy (follow sample);
    • The acceptance reports the time of transferring
    • Contract or Protocol contract about partial or whole transferring.
    • Soft-copy of the documents proving the legal status of transferer and the transferee
    • Soft-copy of Business Registration certificate; Decision to approve the investment policy; Investment approval decision (if any);
    • Soft-copy of Business Cooperation Contract (apply to the investment project follow BCC formality)
    • Soft-copy of the transferer’s following documents: Financial statements in the last 02 years or the accounting report of the investment owners, financial subsidy commitment from holding company, financial subsidy commitment from financial institution, financial guarantee of the investor, documents explain the financial capability of the investor.

Investment policy amendment.

For the investment policy amendment, investors go through Investment policy approval procedures stage.

  1. Document request policy amendment.
  2. The acceptance report at the time of amendments.
  3. Investor’s decision for the amendment, this request applies when the investor is an organisation.
  4. Explanation or provide document relevant to the amendment information regulated in b,c,d,đ,e,g, and h at term 1 Clause 33 of Law on Investment (if any)

Set of applications need to submit will subject to the competent authority who proceed the application:

  1. To the Department of Planning and Investment: 8 sets
  2. To the provincial People’s committee (via business registration offices): 4 sets
  3. To the industrial parks, export-processing zones, hi-tech zones and economic zones: 4 sets.
  4. business registration offices: 1 set
  5. Proceeding time will depend on the scale/nature of the investment project.

In reality, investment project amendment is complicated (except for the case of the project name, owner changing), since many documents, process will have to be reverified, reviewed. Therefore, enterprises should contact professional law firms who specialise in registering for amendment, to prevent mistakes, time-consuming and money.

Should you have any questions, please don’t hesitate to contact An Luat Vietnam for consultation, support. Our law firm with experienced lawyers, always available to support enterprises in completing the application as well as necessary procedures to register, operate investment in Viet Nam; guarantee the legal safety and lawful benefits of clients’ activities.