Amend a Business License for Foreign-Invested Enterprise

To amend a Business License for a foreign-invested enterprise (FIE) is a mandatory administrative procedure when the enterprise changes its registered content. The procedure ensures consistency between the legal information of the enterprise and its actual business activities. This article by Long Phan Consulting Company provides a detailed analysis of the legal framework governing this process.

Cases Requiring an Amendment to the Business License for an FIE

A foreign-invested enterprise must execute the procedure to amend a Business License when there is a change to the information recorded on its current license. Pursuant to Article 14 and Clause 1, Article 11 of Decree No. 09/2018/ND-CP, a foreign-invested enterprise must perform the amendment procedure upon changing any of the following contents:

• Enterprise Identification Information: This includes the Enterprise’s Name, Enterprise Code, head office address, and information of the legal representative. Any change to these elements must be updated to ensure consistency on the national database and in civil and commercial transactions.
• Capital Structure and Ownership: Changes related to the owner, capital-contributing members, or founding shareholders of the economic organization. This reflects shifts in the company’s ownership and governance structure, a critical factor for state agencies to record.
• Goods for Distribution: Changes, additions, or reductions to the list of goods that the enterprise is permitted to distribute, export, or import.
• Activities Directly Related to the Sale and Purchase of Goods: Adjustment of registered activities such as logistics services, trade promotion, commercial inspection, goods leasing, and other regulated activities.
• Other Contents: Any other content previously recorded on the Business License that has changed in practice.

Failure or delay in performing the procedure to amend a Business License can lead to legal risks, including administrative sanctions as stipulated by law.

Dossier Components for the Amendment

The law requires specific documents corresponding to the content being amended to prove and explain the change. These dossier components are detailed in Article 15 of Decree 09/2018/ND-CP and Decision 233/QD-BCT. A standard application dossier to amend a Business License, prepared in 02 sets, includes the following documents:

An application form to amend a Business License using Form No. 02 from the Appendix issued with Decree 09/2018/ND-CP. The application must be signed and sealed by the enterprise’s legal representative.

For changes to the name, enterprise code, head office address (within the same province), or legal representative (content at point a, clause 1, Article 11 of Decree 09/2018/ND-CP): A valid copy of the Enterprise Registration Certificate (ERC) that reflects the adjusted content.

For changes to the owner, capital-contributing members, founding shareholders; goods for distribution; activities directly related to the sale and purchase of goods; and other contents (content at points b, c, d, dd, clause 1, Article 11 of Decree 09/2018/ND-CP):

• An explanatory document: The explanation must clarify compliance with the corresponding conditions specified in Article 9 of Decree 09/2018/ND-CP. This includes a business plan and financial plan for the proposed changes.
• A confirmation letter from the direct managing tax authority, certifying that the enterprise has no overdue tax debts at the time of submission.
• Copies of legal documents: The Enterprise Registration Certificate and the project’s Investment Registration Certificate (if any).

The preparation of the dossier must ensure legal validity, accuracy, and logical consistency among the documents to provide the competent authority with a basis for review and approval.

Procedure to Amend a Business License for an FIE

The procedure to amend a Business License for a foreign-invested enterprise is specified in Appendix I of Decision 233/QD-BCT and Decree 09/2018/ND-CP.

Competent Authorities

• Direct Licensing and Receiving Authority: The Department of Industry and Trade (DOIT) of the province or centrally-run city where the FIE’s head office is located. This is the primary agency responsible for receiving, conducting a preliminary appraisal of the dossier, and issuing the amended Business License.
• Opinion-Seeking Authority: The Ministry of Industry and Trade (MOIT) is the authority that provides its written approval for the amended contents. The MOIT’s approval is a mandatory legal basis for the DOIT to issue the license.

The Amendment Process

The procedure to amend a Business License for a foreign-invested enterprise proceeds as follows:

Step 1: Dossier Submission The enterprise submits 02 dossier sets to the DOIT via:

• Direct submission;
• Postal service;
• Or the online public service portal (if applicable). The dossier must be submitted within 10 working days from the date the change is recorded on the Enterprise Registration Certificate (for changes at points a and b, clause 1, Article 11 of Decree 09/2018/ND-CP).

Step 2: Dossier Validity Check Within 03 working days from the date of receipt, the DOIT checks the completeness and validity of the dossier. If the dossier is incomplete, the DOIT will issue a written notice for the enterprise to supplement and complete it.

Step 3: Appraisal and Seeking Opinions Within 10 working days from receiving a complete and valid dossier, the DOIT appraises the proposed amendments. After confirming the enterprise meets the conditions, the DOIT sends the dossier with a written request to the MOIT for its opinion.

Step 4: MOIT Review and Opinion Within 15 working days from receiving the dossier from the DOIT, the MOIT reviews and issues a written approval or rejection. A rejection letter must state the reasons.

Step 5: Issuance of the Amended Business License Within 03 working days of receiving the MOIT’s written approval, the DOIT issues the amended Business License to the enterprise.

>>> See more at:

• Retail Business License for FDI Companies in Vietnam
• Guide to Vietnam’s Restricted Goods Retail License
• FDI Lubricant Business License in Vietnam

Resolution Timeline and Fees

Resolution Timeline: The total statutory time to complete the procedure to amend a Business License is 28 working days, starting from the moment the DOIT receives a complete and valid dossier. This timeline is allocated as follows:

• 03 working days: DOIT checks dossier validity.
• 10 working days: DOIT appraises and sends the dossier to MOIT.
• 15 working days: MOIT reviews and provides a written response.
• 03 working days (after receiving MOIT’s opinion): DOIT issues the amended Business License. Note that the time the enterprise takes to amend or supplement the dossier upon request is not included in this total processing time. Therefore, preparing an accurate dossier from the outset is critical to shortening the waiting period.

Fees and Charges: Pursuant to the Appendix issued with Decision No. 233/QD-BCT dated January 18, 2018, by the Minister of Industry and Trade, the procedure to amend a Business License for a foreign-invested enterprise is an administrative procedure free of charge. Enterprises do not have to pay any state fees or charges when carrying out this process at the DOIT and MOIT.

Consulting Services to Amend a Business License for an FIE at Long Phan Consulting Company

To optimize time, resources, and ensure the highest success rate when you need to amend a Business License, using a professional consulting service is a strategic solution. At Long Phan Consulting Company, we provide a comprehensive service package. When clients choose the services of Long Phan Consulting Company, our experts will act on their behalf to perform the following tasks:

• Provide detailed consultation on the conditions and mandatory cases requiring the amendment of a Business License.
• Assess the legality of documents provided by the client and offer recommendations for completion.
• Prepare a complete dossier in accordance with legal requirements, including the application form and explanatory documents on business and financial plans.
• Represent the client under authorization to submit the dossier directly to the DOIT where the enterprise is headquartered.
• Proactively monitor and update the processing status of the dossier at the DOIT and MOIT.
• Work with, provide explanations to, and supply additional documents to the handling officer upon request, ensuring a smooth appraisal process.
• Represent the client to receive the final amended Business License and deliver it to their office.
• Advise on legal obligations to be fulfilled after the amended Business License is issued, ensuring the enterprise’s comprehensive compliance.

Frequently Asked Questions about Amending a Business License for an FIE

Below are answers to common issues that enterprises often face when they amend a Business License, helping to clarify legal regulations and practical aspects.

What is the procedural order for amending the Business License and the Enterprise Registration Certificate (ERC)?

The enterprise must first complete the procedure to change the content on the ERC at the business registration office before submitting the application to amend a Business License. A valid copy of the updated ERC is a mandatory document in the dossier submitted to the DOIT. This sequence ensures the synchronization of the enterprise’s legal information (Based on Article 15 of Decree 09/2018/ND-CP).

Can an enterprise apply to amend multiple contents on the Business License in a single application?

Yes, an enterprise is permitted to combine multiple amendment items (e.g., changing the legal representative and adding goods for distribution) into a single dossier. The standard application form allows ticking multiple boxes for changes, helping businesses save time and simplify the process (Based on Form No. 02 in the Appendix of Decree 09/2018/ND-CP).

What are common reasons for an amendment application to be rejected or require supplementation?

Common reasons include an unclear or unconvincing explanatory document regarding condition compliance; HS codes of added goods not conforming to WTO commitments; the enterprise having overdue tax debts; inconsistent information among documents in the dossier; or lack of approval from specialized agencies for conditional business lines.

What is the process if an FIE relocates its head office to another province/city?

When moving its head office to another province, the enterprise does not amend a Business License but must carry out the procedure for re-issuance of the Business License. Specifically, the enterprise must submit an application for re-issuance to the DOIT of the new province/city. The re-issuing DOIT will coordinate with the DOIT that issued the old license to process the application (Based on Article 12 and Articles 17, 18 of Decree 09/2018/ND-CP).

Can all types of goods be added to the Business License?

No. FIEs are not permitted to exercise distribution rights for goods on the list of prohibited or restricted business items. This list is stipulated in Vietnamese law and international treaties to which Vietnam is a member, particularly commitments under the World Trade Organization (WTO).

Does the Business License cover sales activities on e-commerce platforms?

The Business License is a necessary prerequisite for conducting general trading activities. To sell on an e-commerce marketplace or operate a proprietary e-commerce website, in addition to the Business License, the enterprise must also complete the notification or registration procedure for the website with the MOIT.

Conclusion

The procedure to amend a Business License for a foreign-invested enterprise involves complex requirements for dossiers and processes. Delays or errors can affect the continuous business operations of the enterprise. To ensure the process is carried out accurately, quickly, and in full compliance with the law, please contact Long Phan Consulting Company. Call us now on our Hotline: 1900636389 to receive professional and comprehensive support.