Change of the investor

Legal basis

• Law on Investment 2020
• Decree No.31/2021/ND-CP dated March 26, 2021, on the elaboration of some articles of the Law on Investment
• Circular No.03/2021/TT-BKHDT dated April 09, 2021, on regulations for forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to abroad, and investment promotion promulgated by the Ministry of Planning and Investment

An investor shall follow procedures for adjusting the outward investment registration certificate in the following cases:

- Change of the Vietnamese investor;

- Change of the investment form;

- Change of outward investment capital; sources of investment capital and form of such capital;

- Change of investment location with respect to the investment project requiring an investment location;

- Change of the main objective of the outward investment activity;

- Use of profit derived from outward investment according to Points a and b Clause 1 Article 67 of Law on investment 2020.

An application for adjustment of the outward investment registration certificate includes:

- An application form for adjustment of the outward investment registration certificate;

- A document about the investor’s legal status;

- A report on the operation of the investment project up to the date of submission of the application for adjustment of the outward investment registration certificate;

- A decision on adjustment to the outward investment activity pursuant to Article 59 of Law on investment 2020 or the documents prescribed in Point e Clause 1 Article 57 of Law on investment 2020:

• A proposal for the investment project containing at least: form, objectives, scale, and investment location; preliminary determination of investment capital, capital raising plan and structure of capital sources; project execution schedule, investment phases (if any); preliminary analysis of the efficiency of the project;
• Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years of the investor; a parent company’s commitment to providing financial support; a financial institution’s commitment to providing financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
• A commitment to themself balance sources of a foreign currency or a commitment of an authorized credit institution to provide foreign currency for the investor;
• A document issued by the ownership representative agency which approves the investor to carry out outward investment activities, and report on an internal appraisal of the outward investment proposal of the state-owned enterprise as prescribed in Clause 1 Article 59 of Law on investment 2020 or decision on outward investment as prescribed in Clause 2 Article 59 of Law on investment 2020;
• With regard to an outward investment project in the business lines specified in Clause 1 Article 54 of Law on investment 2020, the investor shall submit a written certification of the investor’s fulfillment of conditions for outward investment issued by a competent authority in accordance with the relevant regulations of law (if any).
• For the documents specified in Point dd Clause 1 Article 57 of the Law on Investment 2020, if the investor submits a commitment to balance foreign currency sources, a credit institution’s certification of the balance of the investor's foreign currency account must be enclosed.
• The document specifying the location of the outward investment project in the case specified in Article 73 of Decree No.31/2021/ND-CP.
• The document specifying the form of outward investment in the case specified in Article 74 of Decree No.31/2021/ND-CP.
• A report on grant of loan to foreign business organization, containing: name of the borrower; the total amount of the loan; purposes and conditions for grant of the loan; disbursement plan; debt recover plan; asset guarantee measure and collateral settlement method (if any); plan to balance foreign currency sources to grant the loan; assessment of the borrower’s financial capacity; level of risks and expected measures for prevention of risks of the loan in a case where the investor grants a loan to the business organization as specified in the outward investment project.
• The document confirming the fulfillment of the guarantee obligation that arises in the case where the outward investment project contains the investor's guarantee to grant a loan for project execution.

- A copy of the outward investment registration certificate;

- The tax authority’s certification of the investor’s fulfillment of the tax payment obligation in case of increasing the outward investment capital.  Such certification must be issued by the tax authority within the last 03 months.

Duration: The Ministry of Planning and Investment shall adjust the outward investment registration certificate within 15 days from receipt

Note:

If the investment project is subject to approval for its outward investment guidelines, the Ministry of Planning and Investment shall follow procedures for approving the adjustment to the outward investment guidelines before adjusting the outward investment registration certificate as prescribed in Clause 1, Article 63 of Law on investment 2020 and Clause 8 Article 57 of Law on investment 2020.

If the adjustment to the outward investment registration certificate results in the investment project being subject to approval for its outward investment guidelines, the investor has to apply for approval for outward investment guidelines before adjusting the outward investment registration certificate.

The agency or person that has the power to approve outward investment guidelines also has the power to approve the adjustment to outward investment guidelines. The agency or person that has the power to make the outward investment decision also has the power to make a decision on adjustment to contents of the outward investment decision.

If a request for adjustment of an investment project results in the project being subject to approval for its investment guidelines by an authority at a higher level, such authority will have the power to approve the adjustment to outward investment guidelines.

The above is the change of an investor in HNLAW & PARTNERS Law Firm. If the business still has problems, unknowns, or needs other legal assistance, please contact the online legal consulting department through the email: tuvan.hnlaw@gmail.com for answers. We hope to receive the cooperation of customers!

For more details, please contact Hnlaw & Partners Law Firm

Address: DBS Tower, No.N028, lot 31 Hà Trì residential and commercial service area, Hà Trì ward, Hà Đông district, Ha Noi.

Email: tuvan.hnlaw@gmail.com