Legal basis

• Investment Law 2020
• Decree 31/2021/ND-CP guiding the Law on Investment
• Circular 03/2021/TT-BKHDT regulating the form of documents and reports related to investment activities in Vietnam

Content

According to the provisions of Clause 2, Article 41 of the Law on Investment 2020: “The investor shall follow procedures for adjusting the investment registration certificate if the adjustment to the investment project changes any content of the investment registration certificate”.

According to the provisions of Article 40 of the Investment Law 2020, the contents of the Investment Registration Certificate include: 

• Name of the investment project.
• The investor.
• Investment project code.
• Location and land area of the investment project.
• Objectives and scale of the project.
• Capital investment in the investment project (including the investor’s contributed capital and raised capital).
• Duration of the investment project
• Project execution schedule, including:

(i) Capital contribution and capital raising schedule;

(ii) Schedule of achievement of primary operational objectives of the investment project; execution schedule of each stage (if the project is divided into multiple stages);

• Investment incentives or investment assistance, and bases or conditions for application thereof (if any).
• Conditions applied to the investor executing the investment project (if any).

Thus, the adjustment of an investment project changes the contents of the investment registration certificate such as: Name of investment project, Investor, Investment project code, Location of investment project , land use area. Objectives, scale of the investment project, Investment capital of the investment project, Term of operation of the investment project, Implementation progress of the investment project, Forms of incentives, investment support and Conditions conditions for investors implementing investment projects (if any), investors are required to carry out procedures for adjusting the Investment Registration Certificate.

The adjustment of the investment project carried out as follow:

According to clause 3, Article 43 Decree 31/2021guilding Law on investment: “For the investment project not subject to approval for its investment guidelines or project whose investment guidelines have been approved in a case other than the case specified in Clause 3 Article 41 of the Law on Investment, the investor shall follow procedures for adjusting the investment registration certificate (if any) as prescribed in Article 47 hereof”

According to Article 47 Decree 31/2021guilding Law on investment related to Procedures for adjusting investment projects issued with investment registration certificates and not subject to approval for their investment guidelines

“1. If the adjustment of the investment project is related to the change of the investment project name or investor name on the investment registration certificate, the investor shall submit an application form for adjustment of the investment project to the investment registration authority enclosed with the documents concerning such change. Within 03 working days from the receipt of the application form for adjustment of the investment registration certificate, the investment registration authority shall adjust the investment registration certificate.

2. If the adjustment of an investment project is not made in the case specified in Clause 1 of this Article, the investor shall submit 01 application specified in Clause 1 Article 44 hereof to the investment registration authority. Within 10 days from the receipt of the valid application, the investment registration authority shall adjust the investment registration certificate”.

Therefore, the adjustment of investment projects will be made differently in the following two cases:

• The 1st Case, The case of adjustment of an investment project involves the change of the name of the investment project, the name of the investor.
• The 2nd Case, The case of adjustment of an investment project is not related to the change of the name of the investment project or the name of the investor. Specifically, these cases include Project code, Implementation location and land use area, Objectives and scale, Investment capital, Operation duration, Implementation schedule, Incentive form and investment support, Conditions for investors.

As for the 1st case: The investor must apply the following documents:

• An application form for adjustment of the investment project to 
• The documents concerning such change. 
• Licensing agency: State agencies competent to approve investment policies are competent to approve adjustments to investment policies.
• Time for Licensing: Within 03 working days from the receipt of the application form for adjustment of the investment registration certificate, the investment registration authority shall adjust the investment registration certificate.

As for the 2nd case: The investor must apply the following documents:

• An application form for adjustment of the investment project;
• A report on investment project’s progress by the time of adjustment;
• The investor’s decision on investment project adjustment if the investor is an organization;
• Explanation or documents relating to the adjustment of the contents specified in Points b, c, d, dd, e, g and h Clause 1 Article 33 of the Law on Investment (if any). Points b, c, d, dd, e, g and h Clause 1 Article 33 of the Law on Investment listed as follow:

b) A document about the investor’s legal status;

c) 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; 

• commitment of a parent company to provide financial support; 

• commitment of a financial institution to provide financial support; 

• guarantee for the investor’s financial capacity; 

• other document proving the investor’s financial capacity;

d) Proposal for the investment project including the following main contents: 

• investor or method of investor selection, 

• investment objectives, 

• investment scale, 

• investment capital and plan for raising capital, 

• location, 

• duration and schedule of the investment project, 

• information about the current use of land in the location of the project and proposed demand for land use (if any), 

• demand for labor, 

• proposal for investment incentives, 

• impact and socio – economic efficiency of the project and 

• preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project;

dd) If the project does not require the State to allocate or lease out land or to permit land repurposing:

• a copy of the document regarding the land use rights or 

• other document identifying the right to use the location for execution of the investment project

e) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;

g) The business cooperation contract if the investment project is executed under a business cooperation contract;

h) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

• Licensing agency: State agencies competent to approve investment policies are competent to approve adjustments to investment policies.
• Time for Licensing: Within 10 working days from the receipt of the valid application form, the investment registration authority shall adjust the investment registration certificate.

Above is our consultancy about this issue. If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

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