Requirements
Natural persons
Corporate investor
Representatives
A. FOR ALL TYPES OF AMENDMENTS:
1.
Investment certificate amendment application form I-6 (original)
or
Investment certificate amendment application form I-7 (original)
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)
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 (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
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 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)
V.1. - for individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
V.2. - 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
V.3. For case of changing founding shareholder due to capital transfer, supplement:
1.
Share transfer contract (original)
2.
Documents on fulfillment of the transfer (original)
V.4. For case of changing founding shareholder due to presenting share as a gift, supplement:
1.
Share presenting contract (original)
VI. 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 (original)
VI.1. - for individual investors
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
VI.2. - 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
VI.3. 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
VI.4. For change of members due to transfer of capital contribution
1.
Capital transfer contract (original)
2.
Documents on fulfillment of the transfer (original)
VI.4. For change of member due to inheritance
1.
Written certification (an authentic copy)
of legal inheritance of inheritor
VI.5 .For change of member due to presentation of capital contribution
1.
Capital contribution presenting contract (original)
VII. 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)
VII.1. - for individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
VII.2. - 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
certificate of business registration, certificate of enterprise registration or equivalent documents
2.
Vietnamese version of legalized copy of certificate of incorporation
certificate of business registration, certificate of enterprise registration or equivalent documents
3.
Power of attorney (2)
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 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
C. For case that company authorizes other person to submit application file and receive result, supplement:
1.
Power of attorney (1) (original)
given by the company to the person submitting the application file
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
or
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. 1h
Attention at counter:
Min. 15mn - Max. 30mn
Waiting time until next step:
Max. 3 days
Legal justification
1.
Law No. 59/2005/QH11dated 29/11/2005 of National Assembly on Investment
Article 51
2.
Law No. 60/2005/QH11dated 29/11/2005 of National Assembly on Enterprises
Article 26
3.
Decree No. 108/2006/ND-CP of the Government dated 22 september 22, 2006 providing guidelines for implementation of a number of articles of Law on Investment
articles 51, 52
4.
Decree No. 43/2010/ND-CP of the Government dated Apirl 15, 2010, on enterprise registration
articles 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44
5.
Decree No. 05/2013/ND-CP of the Government dated January 09, 2013, 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
articles 1.1, 1.2
6.
Circular No. 01/2013/TT-BKHDT of the Ministry of Planning and Investment dated January 21, 2013 on business registration
articles 9, 17, 18, 19.20, 21, 22
7.
Decision No. 1088/2006/QD-BKH of the Ministry of Planning and Investment dated October 19, 2006, issuing standard forms for conducting investment procedures in Vietnam
articles apdx.I-6, I-7
Additional information
Number of sets of an application file:
- For investment project having investment capital of less than three hundred (300) billion VND: 01 original set.
- For investment project having investment capital of three hundred (300) billion VND or more, upon amendment: 08 sets, including at least 01 original set.
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 03 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.
Who certified this information ?
Huu Luong NGUYEN (MR.),
21/11/2014
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