New regulations on supplementing business lines in the investment registration certificate in 2023

During the implementation of investment projects, investors can supplement business lines (or supplement business lines on the investment registration certificate), provided that they are in accordance with legal regulations and the actual operational needs of the project.

I. Current status of supplementing business lines on the Investment Registration Certificate

In the process of implementing investment projects, investors may have the need to operate additional business lines beyond those registered on the Investment Registration Certificate and the Enterprise Registration Certificate. In such cases, investors are required to complete the procedures for supplementing business lines on the Investment Registration Certificate and the Enterprise Registration Certificate before engaging in those business lines. However, supplementing business lines on the Investment Registration Certificates still faces the following issues: 

- Investors arbitrarily operate business lines not registered on the Investment Registration Certificate and the Enterprise Registration Certificate without completing the procedures for supplementing business lines in accordance with applicable legal regulations.

- Investors have completed the procedures for supplementing business lines on the Enterprise Registration Certificate but have not completed these procedures on the Investment Registration Certificate due to either a lack of awareness of the need to supplement on both certificates or a deliberate disregard for these supplement requirements.

Therefore, failure to supplement business lines as described above constitutes a violation of the Law and may result in administrative fines upon detection by inspection and examination authorities. 

This article focuses on analyzing the procedures for supplementing business lines on the Investment Registration Certificates for projects that do not fall under the scope of investment policy approval (which are common projects nowadays). 

II. Understanding supplement of business lines on the Investment Registration Certificate

To ensure project implementation processes and business operational deployments that are effective and comply with applicable laws, it is necessary to clearly understand the supplement of business lines on the investment registration certificate, as follows:

1. How is supplementing business lines on the Investment Registration Certificate defined?

Current legislation does not provide a specific definition for supplementing business lines on the investment registration certificate. Based on relevant regulations and practical implementation of this procedure, supplementing business lines on the investment registration certificate can be understood as an adjustment of an investment project due to adding project activities.

2. Business lines that can and cannot be supplemented on the Investment Registration Certificate

Business lines that cannot be supplemented on the investment registration certificate include:

- Business lines are prohibited from investment and business activities according to Article 6 of the Law on Investment 2020;

- Conditional investment and business lines for which investors don’t meet such conditions for operation according to Article 7 of the Law on Investment 2020;

- Business lines that have not yet been approached for market access (according to Point a, Clause 2, Article 9 of the Law on Investment 2020; and Section A of Appendix I attached to Decree No. 31/2021/ND-CP);

- Business lines that have conditional market access, but investors don’t meet such access conditions (according to Point b, Clauses 2 and 3, Article 9 of the Law on Investment 2020; and Section A of Appendix I attached to Decree No. 31/2021/ND-CP).

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III. Legal regulations on supplementing business lines on the Investment Registration Certificate

Applicable legal regulations on supplementing business lines on the investment registration certificate are as follows:

1. Procedures for supplementing business lines on the investment registration certificate

The procedures for supplementing business lines on the investment registration certificate are implemented in the following steps:

- Step 1: Preparing a dossier, including:

+ A written request for investment project adjustment;

+ Reports on the project implementation status up to the adjustment time;

+ An investor's decision to adjust the investment project (for investors who are organizations);

+ A written explanation for supplementing business lines;

+ Authorized documents and legal documents of the authorized party to implement the procedures (if there is the authorization to perform the procedures)

- Step 2: Submitting a dossier

+ The investors shall submit 01 set of prepared dossiers according to regulations to the Investment Registration Agency.

- Step 3: Processing a dossier

+ Within 10 days from the date of receiving a valid dossier, the Investment Registration Agency shall adjust the Investment Registration Certificate for the investors.

(According to Clause 4, Article 39; Clause 1, Article 44 and Article 47 of Decree No. 03/2021/ND-CP)

2. A dossier for supplementing business lines on the Investment Registration Certificates

A dossier for supplementing business lines on the Investment Registration Certificate includes:

- A written request for investment project adjustment;

- Reports on the project implementation status up to the adjustment time;

- An investor's decision to adjust the investment project (for investors who are organizations);

- A written explanation for supplementing business lines.

(According to Clause 4, Article 39; Clause 1, Article 44, and Article 47 of Decree No. 31/2021/ND-CP)

IV. Answering questions related to supplementing business lines on the Investment Registration Certificate

Commonly asked questions related to supplementing business lines on the Investment Registration Certificate are as follows:

1. What is the duration for resolving the supplementation of business lines on the Investment Registration Certificate?

The duration for resolving the supplementation of business lines on the Investment Registration Certificate is within 10 days from the date of receiving a valid dossier. (According to Clause 2, Article 47 of Decree No. 03/2021/ND-CP)

2. Penalty levels when supplementing business lines without making changes to the Investment Registration Certificate

The penalty levels when supplementing business lines without making changes to the Investment Registration Certificate are as follows:

- A fine of from 70,000,000 VND to 100,000,000 VND for the acts that don’t implement the procedures for adjusting the Investment Registration Certificate if the adjustment of the investment project changes the content of the Investment Registration Certificate;

- For applying remedies, investors are obligated to implement the procedures for adjusting the Investment Registration Certificate. 

(According to Point b, Clause 2 and Point b, Clause 3 of Article 17 of Decree No. 122/2021/ND-CP)

V. Services on consulting and performing the procedures related to supplementing business lines on the Investment Registration Certificate

NGOC PHU LAW COMPANY LIMITED is a company with high experience in consulting and implementing the procedures related to supplementing business lines on the Investment Registration Certificate. The process and work include:

- Receiving information for consulting and implementing the procedures related to supplementing business lines on the Investment Registration Certificate;

- Consulting and guiding Clients in preparing documents to complete the procedures related to supplementing business lines on the Investment Registration Certificate;

- Drafting a dossier and representing Clients in working with competent State agencies;

- Receiving the results related to supplementing business lines on the Investment Registration Certificate and handing them over to the Clients. 

The above is the information to answer questions about supplementing business lines on the Investment Registration Certificate that NPLAW sends to readers. If readers have any further questions that need to be answered, please contact NPLAW with the following contact information: