What should FDI enterprises do to supplement business lines?

How to supplement business lines for foreign investors?

1. What conditions should foreign-invested companies consider when supplementing business lines?

• Business lines are not on the list of merchandise banned from export or restricted from export in the provisions of Vietnamese law. 

• The supplement of business lines of foreign-invested enterprises must be consistent with the investment conditions of foreign investors (if any). It means the investors must satisfy the specific conditions with the business lines (regarding investment form, investment field, investment scale, investment partner, etc.) according to the provisions of Vietnamese law and multilateral and bilateral international conventions which Vietnam is a signatory.

See also: [List of investment conditions apply for foreign investors under the ASEAN Comprehensive Investment Agreement (Acia)].

• If the enterprises supplement a conditional business line according to Vietnamese law, the procedure for supplementing a business line will be implemented when enterprises meet the requirements of the conditions for legal capital or business practicing certificate.

• Enterprises can implement the procedure for supplementing additional business lines, then apply for sub-license for specific business lines.

• If enterprises supplement a business line that requires legal capital, they must register its charter capital equal to or more than the legal capital.

• During the post-inspection process, if an enterprise registers a conditional business lines but fails to meet the requirements of the conditions, it shall be administratively sanctioned depending on the violation level

See also: [List of conditional business lines].

2. Applications for the supplement of business lines in IRC

The number of applications: 

• Investment guidelines subject to the approval of the Prime Minister: 08 sets.

• Investment guidelines subject to the approval of the Provincial People’s Committees: 04 sets.

• Investment guidelines subject to the approval of the industrial zone, export-processing zone, hi-tech zone and economic zone management boards: 04 sets.

• Investment guidelines not subject to any approval: 01 set.

Related regulatory agencies:

• Investment guidelines subject to the approval of the Prime Minister: Ministry of Planning and Investment. 

• Investment guidelines subject to the approval of the Provincial People’s Committee: Investment Registration Authority.

• Investment guidelines subject to the approval of the industrial zone, export-processing zone, hi-tech zone and economic zone Management Boards: the industrial zone, export-processing zone, hi-tech zone and economic zone Management Boards.

• Investment guidelines not subject to any approval: Investment Registration Authority.

List of applications: 

• An application form for the adjustment of the investment project.

• Report on the implementation of the investment project up to the time of the adjustment.

• The investor’s decision on the investment project adjustment if the investor is an organization.

• Explanation or documents relating to the adjustment of the contents: 

• Legal documents of investment projects and economic organizations: IRC; ERC

• The investor’s financial statements for the last two years.

• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

3. The procedure for the supplement of business lines in the IRC

The procedure for investment guidelines approved by the Prime Minister

• Within 03 working days from the receipt of the valid applications, the Ministry of Planning and Investment shall send them to competent authorities as prescribed to seek their opinions about the supplement of business lines.

• Within 15 days from the receipt of the valid applications, the enquired authorities shall give their opinions about the supplement of business lines under their state management.

• Within 35 days from the receipt of the valid applications, the Ministry of Planning and Investment shall prepare an appraisal report on the supplement of business lines for submission to the Prime Minister.

• Within 05 working days from the receipt of the appraisal report of the Ministry of Planning and Investment, the Prime Minister shall decide to approve adjustment of the investment guidelines. The decision on approval for adjustment of the investment guidelines shall be sent to the Ministry of Planning and Investment, investment registration authority, investor, other Ministries and agencies related to execution of the investment project, and the investor approving authority (if any)

The procedure for investment guidelines approved by the Provincial People’s Committees

• Within 03 working days from the receipt of the valid applications, the investment registration authority shall send them to competent authorities.

• Within 15 days from the receipt of the valid applications, the enquired authorities shall give their opinions about the supplement of business lines under their state management.

• Within 25 days from the receipt of the valid applications, the investment registration authority shall prepare an appraisal report on the supplement of business lines for submission to the provincial People’s Committee.

• Within 07 working days from the receipt of the applications and appraisal report of the investment registration authority, the provincial People’s Committee shall decide to approve adjustment of the investment guidelines. The decision on approval for adjustment of the investment guidelines shall be sent to the investment registration authority and investor, the investor approving authority in the case of investor approval according to regulations, departments and agencies related to the implementation of investment projects.

The procedure for investment guidelines approved by the industrial zone, export-processing zone, hi-tech zone and economic zone management boards

• Within 03 working days from the receipt of the valid applications, the industrial park, export-processing zone, hi-tech zone or economic zone management board shall send them to competent authorities to seek their opinions about the supplement of business lines.

• Within 15 days from the receipt of the valid applications, the enquired authorities shall give their opinions about the supplement of business lines under their state management. 

• Within 25 days from the receipt of the valid applications, the industrial park, export-processing zone, hi-tech zone or economic zone management board shall decide to approve adjustment of the investment guidelines. The decision on approval for adjustment of the investment guidelines shall be sent to the investor and agencies related to execution of the investment project.

The procedure for investment guidelines not subject to any approval 

Within 10 days from the receipt of the valid application, the investment registration authority shall adjust the investment registration certificate.

4. Applications for the supplement of business lines in ERC

After changing the IRC, the foreign-invested company will continue to implement the procedure for changing the ERC.

Applications quantity: 01 set

Related competent agency: Department of Planning and Investment where the headquarters of the enterprise is located.

List of applications:

• Notice of changing the business registration information signed by the legal representative of the enterprise.

• Resolution, decision and copy of meeting minutes of the Members' Council, for multi-member limited liability companies, partnerships, of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner, for single-member limited liability companies, on the change of business lines.

• Authorization letter to implement procedures for the enterprise.

• A copy of the personal identification document of the person authorized to implement the procedure.

5. The procedure for the supplement of business lines in ERC

Step 1: Submit your application directly at the Business Registration Office of the Department of Planning and Investment or submit it on the National Business Registration Portal.

Step 2: After receiving the business registration application, the Business Registration Office shall issue a receipt, check the validity of the application and market access conditions for the industries and trades with limited market access for foreign investors in accordance with the Law on Investment, update information on business lines of the enterprise in the National Database of Business Registration. If the enterprise requires, the Business Registration Office shall issue a Certificate of change in business registration information to the enterprise.

Step 3: After 03 working days from the date of receipt of complete and valid dossiers, the Business Registration Office shall notify the enterprise of its approval or notice of amendments and supplements to the enterprise.

Step 4: The enterprise submits the receipt at the Business Registration Office and receives the Enterprise Registration Certificate (ERC).

6. Legal basis:

• Commitment of WTO.

• ASEAN Comprehensive Investment Convention (Acia).

• Law on Investment No. 61/2020/QH14 of the National Assembly dated June 17, 2020.

• Law on Enterprise No. 59/2020/QH14 of the National Assembly dated June 17, 2020.

• Decree No. 31/2021/ND-CP of the Government dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Investment Law.

• Decree No. 01/2021/ND-CP of the Government dated January 4, 2021 on business registration.