Document for adjusting the Certificate of overseas investment registration

Adjusting the Certificate of overseas investment registration is not only a legal procedure, but also opens up opportunities for investors to grasp new changes in the international market. With this adjustment, investors can be more flexible with local legal requirements, optimize business strategies and protect long-term interests. This helps investment projects maintain sustainable development, while taking full advantage of the potential of new markets.

Cases where it is necessary to adjust the Certificate of overseas investment registration

According to the provisions of Article 63 of the Law on  Investment 2020, investors need to make adjustments to the Certificate of overseas investment registration when there are the following important changes:

• Change of information about Vietnamese investors: Any change in name, address, or other legal factors related to the investor must be recorded and updated in the Investment Registration Certificate.
• Changing the form of investment abroad: When the investor decides to change the original form of investment, for example from direct investment to business cooperation, or vice versa, adjusting the Certificate Registration is required.
• Changes in investment capital abroad: Any change in the amount of registered investment capital, including an increase or decrease in capital, needs to be adjusted in the Certificate. In particular, when increasing investment capital in foreign currency from 20 billion VND or more, the adjustment needs to be approved by the State Bank of Vietnam.
• Changing the main goal of the investment project: The goal of the investment project is the core factor that determines the success or failure of the project. If there is a change in this goal, the investor must make adjustments to ensure the project complies with foreign legal regulations.
• Using profits from investment activities to increase capital: In case the investor uses the profits earned from the investment project to continue investing or increase capital, adjusting the Certificate is necessary to fully record the investment activities.
• Other changes: Other changes related to the project, although not falling into the cases mentioned above, must also be updated on the National Investment Information System to ensure transparency and compliance with the law.

Dossier for adjusting the current Certificate of Overseas Investment Registration

The preparation of adjustment documents must strictly comply with legal regulations. Depending on each type of project, investors need to submit different documents.

For projects not subject to approval of overseas investment policy

Pursuant to Article 79 of Decree 31/2021/ND-CP, for projects not subject to investment policy approval, dossiers to adjust the Certificate of Outward Investment Registration include the following documents :

• Written request for adjustment: The investor needs to submit an official application to adjust the Certificate, clearly stating the contents that need to be adjusted and the reason for the change.
• Documents on the investor’s legal status: Documents proving the investor’s legal status such as Business Registration Certificate, operating license (if an organization), or identification documents (if is individual).
• Report on the performance of the investment project: The investor must provide a complete report on the implementation of the investment project up to the time of requesting adjustment.
• Decision to adjust investment activities: This decision demonstrates the internal consensus within the enterprise on adjusting the project, in accordance with the provisions of Article 59 of the Law on Investment 2020.
• Copy of Foreign Investment Registration Certificate: Investors need to provide a copy of the previously issued Certificate.
• Confirmation of tax obligations: Document from the tax authority confirming that the investor has fully fulfilled tax obligations in case of adjusting to increase investment capital.
• Commitment to self-balance foreign currency: Investors must submit a commitment to self-balance foreign currency or a written commitment to arrange foreign currency from a credit institution.
• For investment projects abroad in the industries and occupations specified in Clause 1, Article 54 of the Law on Investment 2020, the investor must submit written approval from a competent state agency to meet the investment conditions. Invest abroad in accordance with relevant laws (if any).
• For documents specified in Point d, Clause 2, Article 61 of the Law on Investment 2020 in case the investor submits a written commitment to self-balance foreign currency sources, it shall be accompanied by a document from a credit institution confirming the investor’s foreign currency account balance.
• Documents confirming the location of investment projects abroad for cases specified in Article 73 of Decree 31/2021/ND-CP.
• Documents determining the form of investment abroad according to the provisions of Article 74 of Decree 31/2021/ND-CP.
• Document determining the performance of guaranteed obligations arising in the case of an overseas investment project with the content of the investor guaranteeing a loan to a foreign economic organization to carry out the investment project.

For projects subject to the approval of overseas investment policy

For projects subject to investment policy approval, in addition to the documents prescribed in Clause 3, Article 63 of the Law on  Investment 2020, investors need to add:

• Proposing investment projects, preliminary analysis of investment efficiency of the project;
• Documents proving the investor’s financial capacity;
• Commitment to self-balance foreign currency sources or written commitment to arrange foreign currency for investors of licensed credit institutions;
• Document of the owner’s representative agency approving the investor to carry out investment activities abroad and internal appraisal report on the proposed investment abroad of the state-owned enterprise;
• For overseas investment projects in the industries and occupations specified in Clause 1, Article 54 of the Law on Investment 2020, investors must submit documents from competent state agencies on meeting the conditions for outward investment foreign countries according to relevant laws (if any).
• For documents specified in Point đ, Clause 1, Article 57 of the Law on Investment, In case the investor submits a written commitment to self-balance foreign currency sources, it must be accompanied by a document from the credit institution confirming the investor’s foreign currency account balance.
• Documents confirming the location of the investment project abroad or documents determining the form of investment abroad.
• Report on lending to economic organizations abroad.
• Document determining the performance of guaranteed obligations arising in the case of an overseas investment project with the content of the investor guaranteeing a loan to a foreign economic organization to carry out the investment project.
• Other relevant documents.

Procedures for adjusting the Certificate of overseas investment registration

For projects not subject to the approval of overseas investment policy

Step 1: Submit application: The investor registers information on the National Investment Information System and submits 03 sets of documents (including 01 original set of documents) to the Ministry of Planning and Investment within the next 15 days.

Step 2: Check documents: The Ministry of Planning and Investment checks the validity of the documents. If the dossier is incomplete or needs clarification, the Ministry will notify the investor to supplement within 05 working days from the date of receipt of the dossier.

Step 3: Get opinions from the State Bank of Vietnam for projects with registered capital transferred abroad equivalent to foreign currency of 20 billion VND or more.

Step 4: The Ministry of Planning and Investment adjusts the Certificate of overseas investment registration and sends copies to relevant agencies such as the State Bank, Ministry of Finance, and Ministry of Foreign Affairs.

For projects subject to approval of overseas investment policy

Step 1: Submit application: The investor submits 08 sets of documents (01 original set) to the Ministry of Planning and Investment, and registers electronic information on the system.

Step 2: Collect opinions from relevant ministries and branches: The Ministry of Planning and Investment will seek opinions from the State Bank of Vietnam, the Ministry of Finance, the Ministry of Foreign Affairs, and relevant agencies to evaluate the adjustment content within 3 working days.

Step 3: Submit to the Prime Minister: After appraising the dossier, the Ministry of Planning and Investment will submit it to the Prime Minister for consideration and approval of the project adjustment policy within 30 days from the date of receipt of the dossier.

Within 10 days from the date of receiving the appraisal report from the Ministry of Planning and Investment, the Prime Minister approves the policy of investing abroad or approves the adjustment of the policy of investing abroad. Investors are allowed to adjust their Overseas Investment Registration Certificate.

Consulting services on documents to adjust the Certificate of overseas investment registration at Long Phan

Long Phan provides professional consulting services on procedures for adjusting the Certificate of overseas investment registration. We support customers:

• Consulting on legal conditions related to adjusting the Investment Certificate.
• Prepare complete and accurate documents according to legal regulations.
• Representing to carry out procedures at state agencies such as the Ministry of Planning and Investment, the State Bank and other relevant agencies to ensure the progress of adjusting the Certificate of overseas investment registration according to regulations.
• Support you in handling arising risks (if any).

Investors need to clearly understand the regulations on conditions for adjusting the Certificate of overseas investment registration to avoid legal and financial risks. For more detailed support, please contact Long Phan immediately via hotline 0906735386 for quick and accurate advice.