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When an investment project is put into operation, foreign investors must ensure to implement the project under the content written in Investment Registration Certificate. So, when investors want to add more business lines, what procedures do they need to do? Let's find out with OTIS LAWYERS legal information on procedures for the addition of business lines of FDI enterprises.
Some notes when carying out procedures for the addition of business lines of FDI enterprises
Investors have the right to carry out investment activities in fields that are not prohibited by law. However, for some conditional business lines, investors must meet the conditions prescribed by law. Therefore, before implementing the procedures for the addition, investors need to know whether these business lines are banned or on the list of conditional business lines?
If the business lines require legal capital, investors need to adjust investment capital before adjusting project objectives.
For business lines that require a license or practice certificate, investors have to apply for a license prescribed by law.
Banned business lines
The business investment activities below are banned by Investment Law:
- Trade in the narcotic substances specified in Appendix I hereof;
- Trade in the chemicals and minerals specified in Appendix II hereof;
- Trade in specimens of wild flora and fauna specified in Appendix 1 of Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of rare and/or endangered species of wild fauna and flora in Group I of Appendix III hereof;
- Prostitution;
- dd) Human trafficking; trade in human tissues, corpses, human organs, and human fetuses;
- Business activities on asexual human reproduction;
- Trade in firecrackers;
- Trade-in firecrackers.
Conditional business lines
The Investment Law details the list of conditional business lines. Investors can check this list in Appendix IV of the Law on Investment 2020
Conditions for making business investment in the business lines mentioned are specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government, and international agreements to which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial agencies, People’s Councils, People’s Committees at all levels, and other entities must not issue regulations on conditions for making business investment.
Procedures for the addition of business lines of FDI enterprise
Step 1: Investors shall carry out the procedures for adjusting the Investment Registration Certificate
The addition of business lines changes the objectives and scale of the investment project, then leading to the change in the contents of the Investment Registration Certificate. According to the provisions of the Investment Law 2020, investors have to carry out procedures for adjusting the Investment Registration Certificate. Procedure for adjusting investment projects issued with investment registration certificates and not subject to approval for their investment guidelines is carried out as follows:
The dossiers include
- 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).
Time for implementation
Within 10 days from the receipt of the valid application, the investment registration authority shall adjust the investment registration certificate. In case of refusal to adjust the Investment Registration Certificate, the investment registration authority shall send the investor a notification specifying the reason therefor.
The competent authority
Management Board of industrial parks, export processing zones, high-tech zones, economic zones, or the Department of Planning and Investment where the investment registration certificate was issued
Step 2: Investors carry out procedures to change Enterprise Registration Certificate
Besides the procedure for adjusting the Investment Registration Certificate, the investor needs to change the Enterprise Registration Certificate when adding new business lines.
The application includes
- Notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
- The resolution or decision and the copy of the minutes of the meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on change of business lines;
The procedures
After receiving the application, the Business Registration Office shall give the confirmation letter to the enterprise, then examine the validity of documents and market access conditions applied to foreign investors in accordance with regulations of the Law on investment, and update information about the enterprise’s business lines on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to the enterprise at its request.
The competent authority
Business registration office – Department of Planning and Investment where the enterprise is located.
Thus, when investors want to expand their investment fields, they need to carry out the above 2 procedures.
Proud to be a professional unit in the field of investment and corporate law, OTIS LAWYERS is very pleased to accompany our customers in all legal issues. If you have any questions or comments, do not hesitate to contact us.
OTIS AND PARTNER LAW FIRM
Office address: K28 – Group K, lane 68 Trung Kinh, Yen Hoa ward, Cau Giay District, Hanoi
Email:[email protected]/ [email protected]/
Hotline: 0987748111 Website: https://otislawyers.vn/
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