1. Legal grounds
– Law on Investment 2020;
– Decree 31/2021/ND-CP stipulating the adjustment of investment projects in case of division, separation, consolidation, merger or transformation of economic organizations;
2. Some notes when carrying out procedures for adjustment of investment projects in case of division, separation, consolidation, merger or transformation of economic organizations
An economic organization formed on the basis of division, separation, consolidation, merger or transformation of the type of economic organization (hereinafter referred to as reorganization) is inherited and continues to exercise its rights and obligations. services of the reorganized economic organization for an investment project that the reorganized economic organization has performed before the reorganization in accordance with the law on enterprises, land and other relevant laws. mandarin.
The investor shall decide on the reorganization and disposal of assets, rights and obligations related to the investment project in accordance with the law on enterprises and relevant laws. After completing the procedures for reorganization and handling of assets, rights and obligations related to the investment project, the investor shall compile a dossier of request for adjustment of the investment project.
3. Order and procedures for implementation
Step 1: Submit an application for adjustment of the Investment Registration Certificate
Records include:
– A written request for adjustment of the investment project;
– Proposing adjusted investment projects;
– A copy of the document on the legal status of the economic organization after the reorganization;
– A copy of the resolution or decision of the investor being a reorganized economic organization on the reorganization, which contains the contents of the asset handling, rights and obligations related to the investment project. ;
– Explain or provide documents related to the adjustment;
– Report on project implementation status;
– A copy of the investment registration certificate, the decision approving the investment policy; Decision on investor approval (if any).
Step 2: Submit an application to amend the Certificate of Business Registration
Records include:
– An application for business registration;
– Company rules;
– Resolution, decision of the company owner, for single-member limited liability companies, or resolution, decision and copy of meeting minutes of the Members’ Council, for two-member limited liability companies; members or more or the resolution and copy of the minutes of the meeting of the General Meeting of Shareholders, for a joint-stock company on the conversion of the company;
– The transfer contract or documents proving the completion of the transfer in case of transferring shares or contributed capital; Contract of donation in case of donation of shares or contributed capital; A copy of the written certification of the heir’s lawful inheritance rights in case of inheritance as prescribed by law;
– Papers certifying capital contribution of new members and shareholders;
– A copy of the investor’s personal legal papers;
– A copy of the investment registration certificate, the decision approving the investment policy; Decision on investor approval (if any).
Application handling agency:
(1) For investment projects that have been approved with investment policies
Investors need to prepare 08 sets of dossiers for the Ministry of Planning and Investment for investment projects under the authority to approve investment policies of the Prime Minister, 04 sets of dossiers for the Investment Registration Authority for investment projects. For investment projects under the authority of the People’s Committee to approve investment policies of the province, 04 sets of dossiers shall be submitted to the Management Board of industrial parks, export processing zones, hi-tech zones and economic zones for the project. investment under the authority to approve the investment policy of the Management Board of industrial parks, export processing zones, hi-tech parks and economic zones.
(2) For an investment project that has been granted an investment registration certificate and is not subject to approval of investment policies or has been approved for investment policies but does not fall into the case specified in Clause 3, Article 41 Investment Law 2020.
Investors need to prepare 01 set of documents for the Investment Registration Authority.
Investment registration agencies include:
– Management Board of industrial parks, export processing zones, hi-tech parks and economic zones, for investment projects in industrial parks, export processing zones, hi-tech parks and economic zones.
– Department of Planning and Investment for investment projects outside industrial parks, export processing zones, high-tech zones, economic zones, except for the following cases: Investment projects are implemented in many provinces and cities under the central; Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones.
– The Department of Planning and Investment where the investor locates or is expected to have its head office or executive office to implement investment projects, for investment projects implemented in many provinces and cities directly under the Central Government. nursing; Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones.

Solution process:
– Accepting documents
– Notice of request to amend and supplement the dossier if the dossier is not valid
Investors receive the results of the settlement of the application for opening a joint venture company:
– In case the dossier is not valid: The result received is a notice requesting amendment and supplementation of the dossier.
– In case the application is valid: The result that the investor receives is an investment certificate.
The enterprise then submits the business registration dossier to the Business Registration Office of the Department of Planning and Investment of the province/city. After that, the Department of Planning and Investment will review and issue a license for the business. In case if the dossier is invalid and incorrect, the Department of Planning and Investment will reply to the enterprise the reason through writing.

Above is the advice of Khoa Tin Law on “Procedures for adjusting investment projects in case of transformation of economic organizations”.

In case customers have unclear problems or need to discuss further, please call us immediately at 0983 533 005 for a free consultation.

Best regards./.