Requirements
Natural persons
Corporate investor
Representatives
To be applied to non-conditional investment projects and conversion of company form with or without admission of new member / shareholder and without amendment of other contents of business registration or investment project
1.
Investment certificate amendment application form I-6 (original)
for companies established as from 01/07/2006 or companies established before 01/07/2006 but already re-registered
or
Registration of conversion of enterprise form (Appendix I-15, Decision 1088/2006/QD-BKH) (original)
for company established before 01/07/2006 but not re-registered yet
or
Re-Registration of Enterprise and Investment project (Appendix I-13 of Decision 1088/2006/QD-BKH) (original)
for company established before 01/07/2006 but not re-registered yet
2.
Decision on company conversion (original)
on transfer or mobilization of capital contribution and conversion of company form of Members`Council / General Meeting of Shareholders / Owner for companies established as from 01/07/2006 or companies established before 01/07/2006 but already re-registered. (The decision on conversion of company form must be sent to all creditors and notified to the company’s employees within 15 days after it is approved)
or
Decision on company conversion (original)
on re-registration and conversion of the company form of owner of 100% foreign owned capital company or Board of Management of Joint venture company or General Meeting of Shareholders for company established before 01/07/2006 but not re-registered yet
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.
List of members (original)
in case of limited liability companies with two or more members
or
List of authorized representatives (original)
in case of one-member limited liability companies having two or more authorized representatives of the owner
or
List of founding shareholders (original)
in case of shareholding companies
5.
Current Investment certificate (an authentic copy)
(as amended, if any)
6.
Report on operation (original)
of company and project until time of request for conversion
7.
Audited financial report (original)
of the most 2 recent years to the time of request for conversion
8.
Passport or Vietnamese ID card of the person submitting application file (original)
to present at the counter
I. For case of conversion of company form having change of company's members or shareholders, supplement:
1.
Capital transfer contract (original)
between new member / shareholder and existing member / shareholder
2.
Documents on fulfillment of the transfer (original)
certified by company
or
Document certifying capital contribution of company's new member (original)
1.1. For company's new owner or members or shareholders being individual investors:
1.
Authenticated copy of passport or Vietnamese ID cards of individual investor
1.2. For company's new owner or members or shareholders being foreign corporate investors, supplement (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.
Power of attorney (2) (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
of the authorized representative
II. For case of conversion from one-member limited liability companies to limited liability companies with two or more members, if the companies, upon conversion, are joint venture companie
1.
Joint venture agreement (original)
III. For case that company authorizes other person to submit application file and receive result
1.
Power of attorney (1) (original)
given by the company to the person submitting the application file
2.
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
3.
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
articles 51, 88
2.
Law No. 60/2005/QH11dated 29/11/2005 of National Assembly on Enterprises
articles 154, 155, 170
3.
Law 37/2013/QH13 on amending and supplementing the Article 170 of the Law on Enterprise
Article 1
4.
Decree No. 43/2010/ND-CP of the Government dated Apirl 15, 2010, on enterprise registration
articles 23, 24
5.
Decree No. 102/2010/ND-CP of the Government dated October 01, 2010, detailing a number of articles of the Law on Enterprises
articles 31, 32, 33, 34
6.
Decree No. 194/2013/ND-CP of the Government dated January 21, 2013, on the re-registration, transformation of foreign-invested enterprises and renewal of investment license of investment projects in the form of business cooperation contract
articles 11, 12
7.
Circular No. 01/2013/TT-BKHDT of the Ministry of Planning and Investment dated January 21, 2013 on business registration
Article 9
8.
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-13, I-15
Additional information
Number of sets of an application file:
- For investment projects having investment capital of less than three hundred (300) billion VND: 5 sets, including at least 1 original set.
- For investment projects having investment capital of three hundred (300) billion VND or more: 10 sets, including at least 1 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 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. The decision on conversion of company form must be sent to all creditors and notified to the company’s employees within 15 days after it is approved.
Who certified this information ?
Huu Luong NGUYEN (MR.),
21/11/2014
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