The Adjustment of The Enterprise Registration Certificate – Conditions and Procedures

Adjusting of business license is a procedure to be carried out when an enterprise wishes to change the information on the Business Registration Certificate. In this article, let’s learn more about the procedure for adjustment of FDI Business Registration Certificate with LTS LAW.

Cases where procedures for adjustment of FDI Business Registration Certificate are required

When a company needs to adjust the contents on the Enterprise Registration Certificate according to the actual need, it is necessary to carry out adjustment procedures. Under the Law on Enterprises 2020, a company needs adjusting of FDI Business Registration Certificate upon changing the following information:

• The head office address.
• The legal representative.
• Owners (for a one-member limited liability company) / company’s members (for a limited company with two or more members).
• Company name.
• Charter capital.
• The registered information in the enterprise registration file has changed, such as phone number, Website, Fax, and Email,…
• The business lines have not shown on the Enterprise Registration Certificate, which needs to carry out the procedure for notification of changes to get the Confirmation on changing the business lines.

The documents needed to be prepared for adjusting of business license

The application documents needed to be prepared for adjustment of FDI business registration certificate for each case as follows:

Application form for changing the head office address

The adjustment of FDI business registration certificate upon changing the head office is divided into 2 cases as follows:

Case 1: Changing the company’s head office address to another district, province, or centrally-run city leads to a change in the tax authority. In this case, the company must first do tax finalization procedures at the current tax authority. After receiving confirmation from the tax authority that the company has fulfilled its tax obligations, the company will apply for a change of head office address to the business registration office where the company is relocated.

Case 2: Change the company’s head office address to another district, province, or centrally-run city without changing the tax authority. In this case, the company only needs to apply for a change of head office address to the business registration office where the company is relocated.

The application forms for changing on the enterprise’s head office address include:

• Notice on changing the head office address
• The decision of the Company Owner on changing the head office address for the one-member limited liability company/Decision of the Members’ Council for the limited liability company with two or more members / Decision of the General Meeting of Shareholders for the joint-stock company.
• Meeting minutes of the Members’ Council on changing the head office address for the limited liability companies with two or more members/ Meeting minutes of the General Meeting of Shareholders for the joint-stock companies.
• Power of Attorney for LTS LAW’s staff for submitting the applications
• Things to do after receiving a new Enterprise Registration Certificate certifying the change of company head office address
• Engraving the new seal for the new head office address
• Making a new company sign
• Updating the company’s charter
• Changing the information on the sub-licenses, operation registration certificates of branches, representative offices, or subsidiaries (if any).

The application file for changing the company name

In case of changing the Enterprise Registration Certificate when changing the company name, it is necessary to provide documents with the following documents:

• Notice on changing of the company name
• The Company Owner’s decision to change the company name for the one-member limited liability company / Decision of the Members’ Council for the limited liability company with two or more members / Decision of the General Meeting of Shareholders for a joint-stock company.
• Meeting minutes of the Members’ Council on changing the company name for the limited liability companies with two or more members / Meeting minutes of the General Meeting of Shareholders for the joint-stock companies.
• Power of Attorney for LTS LAW’s staff for submitting the applications

Things to do after receiving the new Enterprise Registration Certificate certifying the name change:

• Engraving the new seal
• Updating the company’s charter
• Making a new company sign
• Changing the information on the sub-licenses, operation registration certificates of branches, representative offices or subsidiaries (if any).

The application file for changing the business lines

When there is a change in the business lines, companies need to prepare the application files for changing the Enterprise Registration Certificates as follows:

• Notice on changing of the business lines
• Decision of the Company Owner on changing the business lines for the one-member limited liability company / Decision of the Members’ Council for the limited liability company with two or more members / Decision of the General Meeting of Shareholders for a joint-stock company.
• Meeting minutes of the Members’ Council on changing the business lines for the limited liability companies with two or more members / meeting minutes of the General Meeting of Shareholders for the joint-stock companies.
• Power of Attorney for LTS LAW’s staff for submitting the applications

If the newly added business line is conditional, the company must comply with specific business conditions for that business line.

After obtaining an updated Enterprise Registration Certificate certifying the business line change for business lines requiring sub-licenses, the company must apply for a sub-license at a competent state agency. A sub-license is a sufficient condition for businesses to practice for a business line that requires sub-licenses.

For a business line requiring legal capital, the company must register the company’s charter capital equal to or greater than the legal capital for that business line included in the Enterprise Registration Certificate.

The application file for changing the charter capital

• Notice on changing of the charter capital
• Decision of the Company Owners to change the charter capital for the one-member limited liability company / Decision of the Members’ Council for the limited liability company with two or more members / Decision of the General Meeting of Shareholders for a joint-stock company.
• Meeting minutes of the Members’ Council on changing the charter capital for the limited liability companies with two or more members / meeting minutes of the General Meeting of Shareholders for the joint-stock companies.
• Valid copies of the following documents (in case of adding new members or shareholders)
  • Citizen identity card / Identity card / Passport valid in case the new member or shareholder is an individual.
  • The establishment decision or the Enterprise Registration Certificate or other equivalent documents in case of the new member, the shareholder is an organization; Citizen identification card or valid identity card or passport of the authorized representative and corresponding letter of authorization.
• The written approval of the capital contribution, share purchase, and capital contribution for foreign investors issued by the Department of Planning and Investment.
• List of members if the company is a limited liability company with two or more members.
• Power of Attorney for LTS LAW’s staff for submitting the applications.

The application for changing the owner/ member of the company

• The notice on changing the owner/ member of the company
• Decision of the Owner for a one-member limited liability company / Decision of the Members’ Council for the limited liability company with two or more members
• Meeting minutes of the Members’ Council for the limited liability companies with two or more members
• Valid copies of the following documents:
  • Citizen identity card / Identity card / Passport that is valid in case the new member is an individual.
  • The establishment decision, the Enterprise Registration Certificate, or other equivalent documents in case of the new member is an organization; Citizen identification card or valid identity card or passport of the authorized representative and corresponding letter of authorization.
• Written approval of the capital contribution, share purchase, and capital contribution for foreign investors issued by the Department of Planning and Investment.
• A capital transfer contract or proof of completion of the capital transfer.
• Power of Attorney for LTS LAW’s staff for submitting the applications.

The application file for changing the legal representative of the company

When a company decides to change a legal representative or add a legal representative, it is necessary to prepare the following procedures:

• Notice about changing the legal representative of the company.
• A valid copy of the citizen identity card/ identity card / valid passport of the new legal representative;
• Decision of the Company Owner about changing the legal representative for the one-member limited liability company; the Decision of the Members’ Council for the limited liability company with two or more members; the Decision of the General Meeting of Shareholders for the joint-stock company;
• Meeting minutes of the Members’ Council on changing the legal representative for the limited liability company with two or more members; Meeting minutes of the General Meeting of Shareholders for the joint stock company;
• Notice on changing the tax registration information.
• Power of Attorney for LTS staff for submitting the application file.

For foreign-invested companies with Investment Registration Certificates, in addition to changing the Enterprise Registration Certificate, the company also needs to register for adjusting the investment license.

Adjusting the Investment License

Procedures for Adjusting Investment Registration Certificates

(For the case of not adjusting the decision on investment policy)

When implementing an investment project, if there is a change in capital, term, scale, address of implementation of the investment project, project objective, representative, etc., foreign investors must register the adjustment of the Investment Registration Certificate with the competent state agency. For clients to better understand the procedure for adjusting the Investment Registration Certificate, LTS LAW would like to share with you the preliminary procedure as follows:

Cases in which procedures for adjustment of the Investment Registration Certificate must be carried out

The investors (individual and organization) who have been granted Investment Registration Certificates, investment certificates or papers with equivalent legal validity decide to adjust one or some of the following contents and are not subject to adjustment of investment policies:

• Investor’s information: Name, address, email, phone number, website …;
• Name of the investment project;
• Location of the investment project;
• Land area used for the project;
• Project objectives and scale;
• Investment capital of the project (including investor’s contributed capital and mobilized capital); progress of capital contribution and capital mobilization;
• Duration of operation of the project;
• Project implementation progress, the progress of implementation of operational objectives;
• Incentives, investment support, and grounds for application;
• Conditions for investors to implement the project;
• Change of operational objectives;
• Some other cases….

Procedures for adjusting Investment Registration Certificates

The investor prepares and submits the application file for adjusting Investment Registration Certificates at the investment registration agency.

Before submitting the application file, the investor must declare online information about the investment project at the National Information System on Foreign Investment (dautunuocngoai.gov.vn or fdi.gov.vn). Within ten working days from the date of online declaration, the investor must submit 01 sets of the application file for adjustment of the investment project certificates in hard copy to the Investment Registration Agency.

Depending on the investment project, the application file for adjustment of the investment project certificate includes:

Case 1: Change the name of the investment project, the address of the investor or change the name of the investor, the application file includes:

• Application form for adjusting the investment project
• Documents related to the adjustment of Investment Registration Certificates: Investor’s passport; Certificate of business registration of investors;
• Power of attorney for carrying out the procedure;
• The Investment Registration Certificate (original copy).

Case 2: The remaining adjustment cases:

The application files include:

• Application form for adjusting the investment project.
• The investment project proposal includes the following contents: the investor implementing the project, investment objectives, investment scale, investment capital, and capital mobilization plan, location, duration, investment progress, labor demand, the proposal for investment incentives, impact assessment,  socio-economic efficiency of the project;
• Report on the implementation of the investment project until the time of adjustment of the investment project;
• Investor’s decision on the adjustment of the investment project;
• A copy of one of the following documents: Financial statements of the last 02 years of the investor; commitment to provide financial support of the parent company; commitment to provide financial support of financial institutions; guarantee of the financial capacity of the investor; documents explaining the financial capacity of investors;
• Proposal on land use needs; in case of the project does not request the State to allocate land, lease land, or allow the change of land use purpose, a copy of the site/land/ lease agreement or other document certifying the investor’s right is required to confirm the purpose of using the location to implement the investment project;
• Explanation of technology used for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer (Point b, Clause 1, Article 32 of the Law on Investment 2014) includes the following contents: Technology name, technology origin,  technological process diagram; main technical parameters, state of use of machines, equipment, and main technological lines;
• BCC contract for investment projects in the form of a BCC contract
• Power of attorney for carrying out the procedure;
• The Investment Registration Certificate (original copy).

This is the first step in the process of changing the Enterprise Registration Certificate that the company wants to change its head office address to other districts and provinces, and that leads to a change to the tax authority. Before registering adjustments to the Enterprise Registration Certificates, the tax agency must certify the fulfillment of the company’s tax obligation. After receiving confirmation from the tax authority, the company can start procedures for changing business registration at the new head office address.

When you determine what needs to be changed on the Enterprise Registration Certificate, you will prepare the above mentioned documents in this article. LTS LAW can help you change the Enterprise Registration Certificate to save time and effort. We will advise you on the optimal implementation process and fully draft the required documents.

Currently, the application file for adjusting of business license is submitted through the national web portal https://dangkyquamang.dkkd.gov.vn. The person carrying out the procedure can use a digital signature or business registration account to submit the application file. The application files can be formatted in the form of “.pdf.”

Within 03 working days of receiving the applications, the Business Registration Division will consider the validity of the application. If the information is complete, the Business Registration Division will register the company’s information change as required. At the same time, they will issue the updated Enterprise Registration Certificate and written confirmation on changing the business registration information.

If the application file is invalid, the Business Registration Division will give you notice of application adjustment and supplementation as required by law.

Service of changing business registration certificates at LTS LAW

 Usually, to avoid errors and take a long time, the companies often ask the service providers for adjusting of business license. Many companies choose LTS LAW for the following reasons:

• Having a team of lawyers and consultants knowledgeable about the Vietnam legal system.
• Dedicated staff, ready to assist customers at all times.
• We have many years of experience consulting and providing suitable solutions for foreign customers.
• LTS LAW applies the process and system of forms to ensure the uniformity of service quality.

LTS LAW specializes in providing legal advice to foreigners in Vietnam. Our service of adjusting of Business License and Investment Registration Certificates interests many clients. If you are learning about the procedure for changing the Enterprise Registration Certificate or Investment Registration Certificate, please get in touch with us at the hotline number for immediate advice.

LTS LAW FIRM

Address: Room 602, 6^th Floor, 520 Cach Mang Thang 8, Ward 11, District 3, Ho Chi Minh City, Vietnam.

Email: contact@lts.com.vn

Hotline: (+84) 902 798 066