THE LATEST ADJUSTMENT PROCEDURES OF INVESTMENT CERTIFICATE IN 2023

During the implementation of an investment project, foreign investors will make changes to the investment project. At that time, the investor is obliged to carry out the procedures for adjusting the Investment Certificate. In the article below, OTIS LAWYERS will guide in detail the procedure for adjusting the latest Investment Certificate in 2023.

Legal grounds

Law on Investment 2020

Decree 31/2021/ND-CP

Adjustment of investment certificate

Adjustment of an investment certificate is an administrative procedure that individuals and organizations (investors) must perform at the investment registration agency to record changes in the Investment Registration Certificate (IRC).

Cases of adjusting investment registration certificates

Contents that need to be adjusted when changing the investment registration certificate

The change of contents foreign-invested companies must adjust the IRC include:

• Name of investment project.
• Investors.
• Location of the investment project, land use area.
• Objectives and scale of investment projects.
• Investment capital of the investment project (including capital contributed by investors and mobilized capital).
• Operational duration of the investment project.
• Investment project implementation progress, including:
• Progress of capital contribution and mobilization of capital sources;
• The progress of the implementation of the main operational objectives of the investment project. In case the investment project is divided into phases, the progress of each stage must be specified.
• Forms of incentives, investment support and application grounds and conditions (if any).
• Conditions for investors implementing investment projects (if any).

Cases in which the procedures for approving the adjustment of investment policies must be carried out

An investor whose investment policy has been approved must carry out the procedures for approval for adjustment of investment policy if it falls into one of the following cases:

• Change the target specified in the investment policy approval document; adding targets subject to approval of investment policies;
• Change in the size of the land used for more than 10% or more than 30 hectares, change the investment location;
• Change of total investment capital by 20% or more, resulting in a change in the scale of investment projects;
• Prolonging the implementation schedule of an investment project but the total project investment time exceeds 12 months compared with the progress of the investment project specified in the written approval of the initial investment policy;
• Adjust the operation term of the investment project;
• Chang the technology that has been appraised and consulted during the approval of the investment policy;
• Change investor of an investment project with approved investment policy concurrently with investor approval before the project is exploited, operated or changed conditions for investors (if any).

Note

According to the provisions of Clause 4, Article 41 of the Law on Investment 2020, in case an investment project has been approved with investment policies, the investor is not allowed to adjust the implementation schedule of the investment project more than 24 months compared with the progress of the investment project. The level of implementation of an investment project is specified in the initial investment policy approval document, except for one of the following cases:

• To overcome consequences in case of force majeure in accordance with the provisions of civil law and land law;
• Adjust the implementation progress of investment projects because investors are slow to be allocated or leased land by the State or permitted to change the land use purpose;
• Adjust the progress of investment projects at the request of state management agencies that are slow to carry out administrative procedures;
• Adjustment of investment projects due to planning changes by state agencies;
• Change the target specified in the document approving the investment policy, add the target subject to the approval of the investment policy;
• Increase total investment capital from 20% or more leading to changes the scale of investment projects.

Dossier for adjustment of Investment Certificate

Cases in which an investment policy decision is not required include:

• A written request for adjustment of the Investment Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• Investor's decision on adjustment of investment project for organizational investors or equivalent documents for individual investors;
• Current investment registration certificate;

Explain or provide documents related to the adjustment of the following:

- Documents on the investor's legal status;

- Documents proving the financial capacity of the investor, including at least one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the holding company; financial institution's commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the investor's financial capacity;

- Investment project proposal includes the following main contents: investor or investor selection form, investment objective, investment scale, investment capital and capital mobilization plan, location, time limit, implementation progress, information on the current status of land use at the project site and proposed land use demand (if any), labor demand, proposal for investment incentives, impact, socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection. If the construction law provides for the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;

- In case the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or other documents determining the right to use the site shall be submitted for approving implementation of investment projects;

- The explanation of technology used in the investment project, for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;

- BCC contract for investment projects in the form of BCC contract;

- Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Projects that must grant investment policies

Investors must carry out procedures for adjusting investment policies before changing the Investment Certificate.

State agencies competent to approve investment policies are competent to approve adjustments to investment policies. In case the request for adjustment of an investment project results in a higher authority to approve, that level shall have the authority to approve the adjustment of investment policies.

After the investment policy is approved, the investor shall adjust the IRC with the above documents.

Procedures for adjusting the investment registration certificate

Step 1: Prepare documents

Prepare documents as above

Step 2: Submit your application

Submit the application at the investment certificate agency

Step 3: The state agency appraises the dossier

Upon receipt of a complete application from the Investor, the competent state agency will conduct an appraisal of the validity of the application for adjustment of the Investment Certificate. If the dossier is incomplete or incorrect, the competent state agency will request the Investor to amend and supplement.

Step 4: Get the result

In case the dossier is valid, the competent authority will issue the adjusted Investment Certificate to the Investor.

In case of refusal to amend the Investment Certificate, the Regulatory Authority must notify the Investor in writing and clearly state the reasons therefor.

Above is our consultation on investment certificates. We hope that this will be a useful reference for readers who want to learn the provisions of the law on investment.

Investment consulting service of OTIS LAWYERS

OTIS LAWYERS is always proud to be a professional unit in the field of investment consulting. Having a team of highly qualified lawyers, with extensive experience and dedication to clients, we believe that you are provided with the best, most professional service, reasonable cost and time. Complete the process as quickly as possible. We commit that all client information is absolutely confidential and client interests always come first.

• Consulting clients on conditions, dossiers and adjustment procedures;
• Drafting legal documents for enterprises related to the adjustment content according to the provisions of law and information provided by enterprises;
• An authorized representative of the client to carry out the procedures for adjusting the investment certificate at the competent state agencies;
• Monitoring the process of accepting dossiers of competent state agencies, explaining to state agencies on issues related to dossiers for adjustment of the Investment Certificate;
• Guiding enterprises to carry out legal procedures arising after adjusting the investment certificate;

For any questions or comments, please contact:

OTIS AND PARTNERS LAW FIRM

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