Notes of Procedure for changing investment location
In the process of implementing investment forms in Vietnam, due to several reasons, an investment project location might be changed. In this situation, the investor (of this project) needs to carry out the procedure for an amendment to its Investment Registration Certificate (“IRC”) to a competent investment registration agency.
In this article, Bizlawyer will provide information about the procedure for an amendment of IRC where the investment project location is changed and is not subject to an investment policy decision. In particular, the investor needs to perform the following procedure:
Step 1: Prepare and submit applications to an investment licensing agency
Under Article 33.2 Decree No. 118/2015/ND-CP, the investor needs to prepare a set of following documents:
- A written request for amendment of IRC;
- A report on the status of the implementation of the investment project up to the date of the request for amendment of IRC;
- A valid decision on amendment of the investment project, and a valid meeting minutes (if the law requires), which are issued by Board of Members (of a Multi-member company limited), General Meeting of Shareholders (of a shareholding company), partners (of a partnership company), or owner (of a one-member company limited)
- A copy of location leasing agreement which confirms the information of the investor having the right to lease the location for implementing the investment project
Step 2: Receive and check the applications
The investment licensing agency will receive and check the applications. If the applications are valid and complete, the agency will issue a receipt for the investor. If the applications are invalid and incomplete, the agency will explain and guide the investor to supplementation and completion of the applications.
Step 3: Examine and verify the applications
The investment licensing agency shall, within a time-limit of ten (10) working days from the date of receipt of the complete file, amend the IRC; or in the case of refusal to amend the IRC, notify the investor in writing and specify the reason therefor.
Step 4: Receive result
Based on the date of the receipt, the investor comes to the agency’s office to get the result (an amended IRC).
Competent investment licensing authorities:
- Management Board of an industrial park, a processing zone or a high-tech park where the investment project is located
- Provincial Department of Planning and Investment if the investment project is not located in an industrial park, a processing zone or a high-tech park
- Under 2014 Residential Housing Law, an apartment cannot be used for purposes (including for business) other than residential purposes. Therefore, the investment project is not required to be located in an apartment.
- Investment Law and guiding legal instruments have not specified particular provisions on whether the change of the location of an investment project will be carried out at the investment licensing authority in the province where the project is being located or is going to be located. This is a problem that companies really are concerned with and have asked the Ministry of Planning and Investment for an instruction. Accordingly, in the official document No. 3522/BKHĐT-ĐTNN dated 28 May 2019, the Ministry has the opinion that the Department of Planning and Investment in the province where the investment project is going to be located will have the competence over this change. However, this document of the Ministry is only applicable to a particular case. Therefore, it is still an unclear problem causing a lot of difficulties in the law application.
- Because of the mentioned-above problem, in fact, some provincial governments require the termination of the investment project at the former location and application for a new investment project in a new location instead of adjusting the IRC, as shown above.
- With respect to an investment project of forming a company, if the investor also needs to change the location of both the investment project and the company, the investor needs to carry out procedures for changing its location at the tax bureau and Department of Planning and Investment where the investment project is going to be located.
There are greatly major problems that should be noted when changing the location of an investment project. The 04-step procedure above is summarised by us when we support our clients in changing the location of their investment project. Should you have any inquiries about the procedure, please contact us directly!