Procedures for adjusting investment projects when merging businesses

Procedures for adjusting investment projects when merging businesses is a necessary step to ensure the continuity and legality of investment activities after the enterprise has a change in entity. Full implementation of adjustment procedures helps properly recognize the new investor, promptly update legal information, thereby protecting legal rights and creating favorable conditions for the continued implementation and operation of investment projects in accordance with regulations.

In what cases should adjustments be made to investment projects?

According to the provisions of Clause 1, Article 201 of the Law on Enterprises 2020, company merger is the merger of one or several companies (hereinafter referred to as the merged company) into another company (hereinafter referred to as the merging company) by transferring all assets, rights, obligations and legal interests to the merging company, and at the same time terminating the existence of the merged company.

On the other hand, based on Article 41 of the Law on Investment 2020, investors need to carry out procedures to adjust investment projects in the following cases: change of project objectives, scale, location; Adjust implementation progress; changes in investors and conditions for investors; technological change; and supplement investment goals and activities.

Therefore, in case a business merger leads to a change in the project such as: project investor, investment capital source or project scale, adjusting the investment project becomes a mandatory requirement according to the provisions of Point c, Clause 1, Article 41 of the Law on Investment 2020. When a company is merged, the rights and obligations of that company are transferred to the merged company, leading to a change in the entity implementing the investment project.

In addition, adjusting an investment project is also necessary when there are changes in project location, investment capital scale, land use plan, and other contents in the Investment Registration Certificate or Investment Policy Approval Decision.

>>> See more: Cases where it is necessary to carry out procedures to adjust investment projects.

Competent authorities handle the adjustment

According to the provisions of the Law on Investment 2020 and Decree 31/2021/ND-CP, the authority to handle procedures for adjusting investment projects when merging businesses belongs to the following agencies.

• For projects that have had investment policies approved, the agency competent to approve the initial investment policy will be the agency competent to approve investment policy adjustments. Specifically, if the project falls under the Prime Minister’s investment policy approval authority according to Article 31 of the Law on Investment 2020, the Ministry of Planning and Investment will be the agency to receive documents to submit to the Prime Minister;
• For projects under the investment policy approval authority of the Provincial People’s Committee according to Article 32 of the Law on Investment 2020, the Department of Planning and Investment (now the Department of Finance) will be the agency to receive documents to submit to the Provincial People’s Committee;
• In case the investment project is located in an industrial park, export processing zone, high-tech zone or economic zone, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones has the authority to approve adjustments to investment policies according to the provisions of Clause 2, Article 62, of the Law on Investment 2020.

Note: For projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, the Investment Registration Authority (usually the Provincial Department of Finance or the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones) will be the competent authority to issue the adjusted Investment Registration Certificate.

Procedures for adjusting investment projects when merging businesses

To carry out procedures for adjusting investment projects when merging businesses, investors need to pay attention to the following important contents.

Document components need to be prepared

Preparing complete and accurate documents is a key factor to ensure that procedures for adjusting investment projects when merging businesses are carried out smoothly. According to the provisions of Clause 1, Article 44 of Decree 31/2021/ND-CP, documents requesting adjustment of investment projects include:

• Document requesting adjustment of investment project;
• Report on the implementation of investment projects up to the time of adjustment;
• Investor’s decision on adjusting investment projects for institutional investors;
• Company merger contract;
• Copy of the business registration certificate of the merging company;
• Explain or provide documents related to the adjustment of the contents specified in Points b, c, d, đ, e, g and h, Clause 1, Article 33 of the Law on Investment 2020 (if any);
• Copy of Investment Registration Certificate; Decision approving the investment policy; Decision on investor approval (if any).

In order to ensure that the process of adjusting investment projects when merging businesses takes place in accordance with regulations, customers need to carefully check the legality and consistency between documents in the file, and at the same time prepare all required documents to avoid having the file returned or prolonging the processing time from the competent authority.

Investment project adjustment process

The process of adjusting investment projects when merging businesses is specifically prescribed in Section 4 of Decree 31/2021/ND-CP. The process of adjusting investment projects when merging businesses is carried out in the following cases:

For investment projects under the Prime Minister’s investment policy approval authority:

Pursuant to the provisions of Article 44 of Decree 31/2021/ND-CP, adjustment procedures include the following steps:

Step 1: The investor submits 08 sets of documents to the Ministry of Planning and Investment (after the merger, the Ministry of Finance).

Step 2: Competent authorities conduct consultation:

Within 03 working days from the date of receiving the valid dossier, the Ministry of Finance sends the dossier to the competent state agency as prescribed in Clause 3, Article 32 of Decree 31/2021/ND-CP to get opinions on the contents of investment project adjustments.

Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency.

Step 3: Within 35 days from the date of receiving valid documents, the Ministry of Finance prepares an appraisal report on the investment project adjustment contents to submit to the Prime Minister.

Step 4: Within 05 working days from the date of receiving the appraisal report from the Ministry of Finance, the Prime Minister decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Ministry of Finance, the Investment and Investor Registration Authority, ministries and agencies related to the implementation of the investment project, and the investor approval agency (if any).

Note: For investment projects to build and operate infrastructure of industrial parks and export processing zones, investors submit documents to the Management Board of industrial parks, export processing zones, high-tech zones, economic zones or the Department of Finance in case the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones has not yet been established.

For investment projects under the investment policy approval authority of the Provincial People’s Committee

Pursuant to the provisions of Article 45 of Decree 31/2021/ND-CP, adjustment procedures include the following steps:

Step 1: Investors submit 04 sets of documents to the Department of Finance.

Step 2: The investment registration agency processes the documents:

• Within 03 working days from the date of receiving the valid dossier, the Investment Registration Authority sends the dossier to the competent state agency as prescribed in Point b, Clause 4, Article 33 of Decree 31/2021/ND-CP to get opinions on the contents of investment project adjustments;
• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 25 days from the date of receiving valid documents, the Investment Registration Authority prepares an appraisal report on the adjusted contents of the investment project to submit to the Provincial People’s Committee;
• Within 07 working days from the date of receiving the documents and appraisal report from the Investment Registration Authority, the Provincial People’s Committee decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Investment and Investor Registration Authority, the Investor Approval Authority in case of investor approval according to the provisions of Clause 3, Article 29 of the Law on Investment, Departments and agencies related to the implementation of investment projects.

For investment projects subject to investment policy approval of the Management Board of industrial parks, export processing zones, high-tech parks, and economic zones

Pursuant to the provisions of Article 46 of Decree 31/2021/ND-CP, adjustment procedures include the following steps:

Step 1: The investor submits 04 sets of documents to the Management Board of industrial parks, export processing zones, high-tech parks, and economic zones.

Step 2: Competent agency processes documents:

• Within 03 working days from the date of receiving valid dossiers, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones shall send dossiers to competent state agencies as prescribed in Point b, Clause 7, Article 33 of Decree 31/2021/ND-CP to get opinions on the contents of investment project adjustments;
• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 25 days from the date of receiving valid documents, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones decides to approve the investment policy adjustment. The decision approving the investment policy adjustment is sent to investors and agencies related to the implementation of the investment project.

For investment projects that have been granted an Investment Registration Certificate and are not subject to approval to adjust investment policies

Pursuant to the provisions of Article 47 of Decree 31/2021/ND-CP, procedures for adjusting investment projects that have been granted Investment Registration Certificates and are not subject to approval to adjust investment policies are as follows:

• In case of adjusting an investment project related to changing the name of the investment project, the name of the investor in the Investment Registration Certificate, the investor submits a written request to adjust the investment project to the Investment Registration Authority with documents related to changing the name of the investment project and the name of the investor. Within 03 working days from the date of receiving the written request to adjust the Investment Registration Certificate, the Investment Registration Authority shall adjust the Investment Registration Certificate for the investor.
• If the investment project adjustment does not fall into the above cases, the investor submits 01 set of documents as in the above cases to the Investment Registration Authority. Within 10 days from the date of receipt of valid documents, the Investment Registration Authority will adjust the Investment Registration Certificate for the investor.

Thus, depending on each specific case of the project and the level of change when a new investor contributes capital, the investor needs to determine the correct legal process to be followed to ensure that the adjustment of the investment project is carried out legally, fully and promptly according to the provisions of current law.

Consulting services for adjusting investment projects when merging businesses at Long Phan Consulting Company

Long Phan Consulting Company provides professional consulting services on adjusting investment projects when merging businesses. With a team of experienced experts in the field of investment and business, we ensure that the process of adjusting your investment project is carried out in accordance with legal regulations and effectively.

Consulting services of Long Phan Consulting Company include:

• Consulting on procedures and conditions for implementing business mergers, appraisal and adjustment of investment projects;
• Support in preparing full documents to adjust investment projects according to regulations;
• Support investor representatives in working with competent state agencies;
• Support to resolve problems that arise during the process of adjusting investment projects and advise on related legal issues;
• In-depth advice on procedures for notifying the land management agency of the investment project, if any.

With high professional capacity and methodical support process, Long Phan Consulting Company commits to accompany customers throughout the entire process of adjusting investment projects when merging businesses, ensuring legal compliance, optimizing costs and document processing time.

>>> See more: Consulting services on company merger procedures.

Frequently asked questions

Below are questions related to procedures for adjusting investment projects after merging investment projects.

What minor changes in an investment project do not require adjustment?

Minor changes, which do not affect project goals, scope, location, or schedule, usually do not require adjustments. However, investors should consult the investment registration agency to ensure compliance with the law.

How long does it take to process investment project adjustment documents?

Processing time depends on the competent authority and the complexity of the project. Typically, this period can last from 15 to 45 business days.

Can an investor authorize a third party to carry out procedures for adjusting investment projects?

Yes, investors can authorize a third party, such as a law consulting firm, to perform this procedure. However, a legal authorization document is required.

What happens if the investor does not comply with regulations on adjusting investment projects?

Investors may be subject to administrative sanctions, or investment projects may be suspended or terminated.

What costs are involved in adjusting investment projects?

Costs may include legal consultation fees, translation fees, and other administrative costs.

How to update legal changes related to investment project adjustments?

Investors should monitor announcements and instructions from the Ministry of Planning and Investment, and consult with legal experts.

What are common difficulties when adjusting investment projects?

Common difficulties include complex document preparation, long processing times, and differences in requirements from regulatory agencies.

Conclude

Procedures for adjusting investment projects when merging businesses require careful preparation and strict compliance with current legal regulations. Long Phan Consulting Company commits to accompanying customers throughout the process of implementing this procedure, from initial consultation to completion of investment project adjustments. For the best support, please contact us via the hotline: 0906735386 for the most detailed and effective advice.