During the operation, many foreign-invested companies have the need to expand the field of operation. What procedures does the company need to carry out to supplement business lines?
In the following article, CIS Law Firm will provide detailed instructions on procedures for supplementing business lines of foreign-invested company.
MỤC LỤC BÀI VIẾT
- 1. What is a foreign-invested company?
- 2. What is the business lines of the foreign-invested company?
- 3. Procedure for supplementing business lines of foreign-invested company.
- 4. Application of supplementing business lines of foreign-invested companies.
- 5. Services for supplementing business lines of foreign-invested company by CIS Law Firm.
1. What is a foreign-invested company?
Foreign-invested company is a company with at least one member/shareholder who is an individual with foreign nationality or an organization established under foreign law.
Does the foreign-invested company have an investment registration certificate?
According to the provisions of Article 37 of the Investment Law 2020:
| Article 37. In case of carrying out procedures for issuance of an Investment Registration Certificate
1. Cases in which the procedures for issuance of an Investment Registration Certificate must be carried out include: a) Investment projects of foreign investors; b) Investment projects of economic organizations specified in Clause 1, Article 23 of this Law. 2. Cases in which the procedures for issuance of an Investment Registration Certificate are not required include: a) Investment projects of domestic investors; b) Investment projects of economic organizations specified in Clause 2, Article 23 of this Law; c) Investment in the form of capital contribution, purchase of shares, purchase of contributed capital of economic organizations. |
Thus, if a foreign-invested company subject to the cases specified in Clause 1, Article 37 of the Law on Investment, it must carry out the procedures for granting an Investment Registration Certificate.
2. What is the business lines of the foreign-invested company?
The business lines of the foreign-invested company is the project objectives on the Investment Registration Certificate and the business lines are registered under the Vietnamese economic sector system.
Specifically, on the Investment Registration Certificate, there will be a section “Project Objectives”, which shows the content of the project’s operational goals, the CPC industry code according to the WTO schedule of commitments, and the level 4 industry code according to the economic system of Vietnam.
Previously, the Enterprise Registration Certificate could show the Company’s business lines, however, the current Enterprise Registration Certificate form does not show this information. Accordingly, you can check the company’s business lines on the National Business Registration Portal (https://dangkytinhdoanh.gov.vn) or the company’s establishment statement.
3. Procedure for supplementing business lines of foreign-invested company.
In order to supplement business lines of a foreign-invested company, the investors need to carry out the following procedures:
(i) Registration for supplementing business lines on the Enterprise Registration Certificate:
The company prepares 01 set of documents according to the instructions in Section 4 (i), and submits it to the Business Registration Office – Department of Planning and Investment where the Company’s head office is located or submits it online on the National Business Registration Portal.
After receiving the application, the Business Registration Office will give a receipt, check the validity of the application and market access conditions for industries and trades with restricted market access for foreign investors according to the provisions of the law on investment, and update information on business lines of enterprises in the National Database of Business Registration. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
(ii) Registration for supplementing project objectives on the Investment Registration Certificate:
According to the provisions of the Investment Law 2020, when changing the project objectives, the Investors must register for the adjustment of the Investment Registration Certificate. Accordingly, the Company prepares documents according to regulations and submits it to the Investment Registration Authority. Specifically:
– In case the investment project subject to the investment policy approval authority of Prime Minister: The investors shall submit 08 sets of dossiers as guided in Section 4 (ii) to the Ministry of Planning and Investment.
– In case the investment project subject to the investment policy approval authority of the People’s Committee: The investors shall submit 04 sets of dossiers as guided in Section 4 (ii) to the Management Board of the industrial parks, export processing zones, hi-tech zones, economic zones if the investment project is in industrial parks, export processing zones, hi-tech zones or economic zones. If the project is located outside the industrial parks, export processing zones, high-tech zones or economic zones, the investors shall submit the application at the Department of Planning and Investment.
– In case the investment project subject to the investment policy approval authority of the Management Board of industrial parks, export processing zones, high-tech zones and economic zones: The investors shall submit 04 sets of dossiers as guided in Section 2. 4 (ii) for Management Boards of industrial parks, export processing zones, high-tech zones and economic zones.
– In case the investment project has been granted the Investment Registration Certificate and is not subject to approval for adjustment of investment policy: If the investment project is outside the industrial parks, export processing zones, high-tech zones, or economic zones, you submit the application at the Department of Planning and Investment. If the investment project is in the industrial parks, export processing zones, high-tech parks or economic zones, you shall submit the application at the Management Board of industrial parks, export processing zones, high-tech zones and economic zones.
If the dossier is valid, the Investment Registration Authority will consult relevant agencies (if any) and issue the Investors with an adjusted Investment Registration Certificate, which records the project objectives after addition.
4. Application of supplementing business lines of foreign-invested companies.
i) Application of supplementing business lines on the Enterprise Registration Certificate:
According to the provisions of Article 56 of Decree No. 01/2021/ND-CP on business registration, the application of supplementing business lines at the Business Registration Office includes the following documents:
– Notice of change of business registration information signed by the legal representative of the enterprise;
– Resolution, decision and copy of meeting minutes on the change of business lines of the Members’ Council for limited liability companies with two or more members and partnerships; of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies.
(ii) Application of supplementing project objectives on the Investment Registration Certificate:
According to current regulations, the application of supplementing project objectives on the Investment Registration Certificate includes the following documents:
– A written request for adjustment of the investment project;
– Report on the implementation of the investment project up to the time of adjustment;
– Decision of the investors on adjustment of investment project for institutional investors;
– Explaination or provision of documents related to the adjustment of project objectives such as Investment Project Proposal.
5. Services for supplementing business lines of foreign-invested company by CIS Law Firm.
With extensive experience in the field of investment consulting, CIS Law Firm has supported many foreign-invested companies to supplement their business lines.
CIS Law Firm will assist clients in the following tasks:
- Consulting on conditions, dossiers and procedures for applying for an investment license, adjusting and changing investment licenses, transferring investment projects, contributing capital, buying shares; establishment of a representative office/branch of a foreign company;
- Complete and quick drafting of documents;
- Representing investors to carry out procedures at competent state agencies;
- Monitoring the processing of dossiers by competent state agencies, explain to state agencies on issues related to dossiers;
- Guiding investors to carry out legal procedures arising after carrying out the procedures;
- Consulting, carrying out procedures for applying for new licenses and adjusting relevant sub-licenses;
- Support for legal issues arising in the course of business activities for investors.
The above is a detailed guide on procedures for supplementing business lines of foreign-invested companies. If you have problems in the process of transferring additional business lines, or you have any unclear content or need legal assistance, please immediately contact a lawyer of CIS Law Firm according to the following information:
ENTERPRISE LEGAL DEPARTMENT – CIS LAW FIRM
109 Hoang Sa, Da Kao Ward, District 1, City. Ho Chi Minh
Phone: 028 3911 8580 – 091 911 8580 Hotline: 0916.568.101
Email: info@cis.vn
