New regulations on supplementing the investment registration certificate in 2023

During the implementation of the investment project, investors can adjust the Investment Certificate (often referred to by many investors as the supplement of the Investment Registration Certificate) in accordance with legal regulations and actual operational needs of the project.

So, what is the supplement for the Investment Registration Certificate and what are legal regulations? and What issues need to be addressed regarding supplementing the Investment Registration Certificate?

I. What is the supplement of the Investment Registration Certificate

Current laws do not have specific regulations regarding the concept of supplementing the Investment Registration Certificate. In fact, this is a term used by investors to refer to the adjustment of their Investment Certificate (especially often mentioned in cases of supplementing the operational objectives of the investment project).

Based on relevant regulations regarding the adjustment of Investment Certificates, it can be understood that the supplement of the Investment Registration Certificate involves adjustment procedures for the content of the Certificate according  to the Law on Investment.

II. Legal regulations on supplementing the Investment Registration Certificate

Current legal regulations on supplementing the Investment Registration Certificate are as follows:

1. When should the Investment Registration Certificate be supplemented?

The Investment Registration Certificate is supplemented when there are adjustments to the investment project that change the content of the Investment Registration Certificate, including:

- Change in the name of the investment project.

- Change in investor.

- Change in the location of the investment project and the area of land used.

- Change in objectives and scale of the investment project.

- Change in capital of the investment project (including investor’s contributed capital, and mobilized capital).

- Change in the duration of the investment project.

- Change in the execution progress of the investment project, including:

- Progress of capital contribution and capital resources mobilization;

- The progress of operating the main operational objectives of the investment project; in case the investment project is divided into phases, it is necessary to specify the progress of each stage.

- Change in the form of incentives, investment support, and the basis and conditions to apply (if any).

- Change in the conditions for investors implementing the investment project (if any).

(Pursuant to Clause 2, Article 41 of the Law on Investment 2020)

2. Procedures for supplementing the Investment Registration Certificate

Procedures for supplementing the Investment Registration Certificate is implemented in the following steps:

- Step 1: Preparing a dossier, including:

+ A proposal for adjusting the investment project;

+ A report on the execution status of the investment project up to the adjustment period;

+ An investor's decision on adjusting the investment project for organization investors;

+ Explanation regarding the content of the investment project adjustment;

+ A power of attorney and legal documents of the authorized party to implement the procedure (in case of authorization to implement the procedure).

- Step 2: Submitting the dossier

+ The investor submits a set of prepared dossier as required to the Investment Registration Authority.

- Step 3: Processing the dossier

Within 10 days from the date of receiving a valid dossier, the Investment Registration Authority shall adjust the Investment Registration Certificate for the investor.

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

3. Notes when supplementing the Investment Registration Certificate

When supplementing the Investment Registration Certificate, the following issues should be noted:

- It is necessary to accurately and adequately identify contents that need to be supplemented in the Investment Registration Certificate to ensure it is appropriate with actual project activities and legal regulations, in order to avoid errors and administrative violations that may be fined during inspections.

- It is essential to prepare a complete dossier and promptly implement the procedures to supplement the investment registration certificate according to regulated legal procedures upon any changes. This action is crucial to avoid delays in supplementation or potential failures to supplement, which could lead to administrative violations and forced termination of the project.

- Investors should hire a professional unit with sufficient capacity and expertise to advise and support in implementing the supplement of the Investment Registration Certificate, ensuring the reduction of errors and occurrences of unnecessary mistakes resulting in waste of time and costs. 

III. Some questions about supplementing the Investment Registration Certificate 

Some frequently asked questions about supplementing the Investment Registration Certificate are as follows:

1. Is it necessary to change the content of the business registration certificate when supplementing the Investment Registration Certificate?

It isn’t necessary to change the content of the business registration certificate when supplementing the Investment Registration Certificate for all cases. The content of the business registration certificate only needs to be changed if there are simultaneous adjustments to both the business registration content and the investment project content when supplementing the Investment Registration Certificate. (Pursuant to Clause 2, Article 128 of Decree No. 31/2021/ND-CP).

- Example: In the case of adjusting the investment capital contribution schedule of the project on the Investment Registration Certificate without changing the charter capital, it is not necessary to amend the content of the business registration certificate.

2. The competent authority to approve supplementing the Investment Registration Certificate

The competent authority to approve supplementing the Investment Registration Certificate (or the adjustment of the Investment Registration Certificate) is determined based on the location of the specific investment project, as follows:

- The Department of Planning and Investment, where the investor operates the investment project, and establishes or plans to establish its executive office to operate the investment project, adjusts the Investment Registration Certificate for the following investment projects:

+ Investment projects are implemented in 02 provincial or higher administrative units

+ Investment projects are implemented within and outside industrial zones, export processing zones, high-tech zones, and economic zones;

+ Investment projects in industrial zones, export processing zones, high-tech zones, and economic zones where the Management Board has not been established or does not fall under the management scope of the Management Board of industrial zones, export processing zones, high-tech zones, and economic zones.

+ The Management Board of industrial parks, export processing zones, high-tech zones, and economic zones adjusts the Investment Registration Certificate for the following investment projects:

1. Investment projects for construction or infrastructure operation of industrial zone, export processing zones, high-tech zones, and functional zones within the economic zone;

2. Investment projects executed in industrial zones, export processing zones, high-tech zones, economic zones. 

(Article 34 of Decree No. 31/2021/ND-CP).

IV. Legal consulting services related to supplementing the Investment Registration Certificate

NGOC PHU LAW COMPANY LIMITED  is a law firm with experience in advising and implementing procedures related to supplementing investment registration certificates, with the process and tasks including:

- Receiving information, and implementing procedures related to supplementing the Investment Registration Certificate;

- Advising and assisting Clients in preparing documents to complete procedures related to supplementing the Investment Registration Certificate;

- Drafting dossiers, and representing Clients in dealings with competent state authorities;

- Receiving the results and handing them over to Clients.

The above information clearly provides the issues regarding supplementing investment registration certificates to readers. If you have any related questions, please contact NPLAW at the following contact information: