If use of profits is changed, do I need to adjust outward investment registration certificate in Vietnam?

1. If use of profits is changed, do I need to adjust outward investment registration certificate in Vietnam?

Pursuant to Clause 1, Article 63 of the Investment Law 2020, an investor shall follow procedures for adjusting the outward investment registration certificate in the following cases:

a) Change of the Vietnamese investor;

b) Change of the investment form;

c) Change of outward investment capital; sources of investment capital and form of such capital;

d) Change of investment location with respect to the investment project requiring an investment location;

dd) Change of main objective of the outward investment activity;

e) Use of profit derived from outward investment according to Points a and b Clause 1 Article 67 of this Law.

Thus, if there is a change in the use of outward investment profits, your enterprise must carry out procedures for adjusting the outward investment registration certificate in Vietnam.

2. Applications and procedures for adjustment of outward investment registration certificates in Vietnam

Pursuant to Article 79 of Decree 31/2021/ND-CP, applications and procedures for adjustment of outward investment registration certificates of projects not subject to approval for their outward investment guidelines as follows: 

1. An application for adjustment of the outward investment registration certificate includes:

a) The documents specified in Clause 3 Article 63 of the Law on Investment.

b) The documents specified in Points d and dd Clause 2 Article 61 of the Law on Investment and Points b, d and dd Clause 1 Article 78 of this Decree related to the adjustments;

c) The document confirming the fulfillment of the guarantee obligation that arises in the case where the outward investment project contains the investor's guarantee to grant a loan to the foreign business organization for project execution.

2. Procedures for issuance of the outward investment registration certificate:

a) The investor shall declare information on the application for issuance of the outward investment registration certificate on the National Investment Information System and submit 03 sets of application (including 01 original dossier) to the Ministry of Planning and Investment within the next 15 days. The application will be accepted by the Ministry of Planning and Investment if there are sufficient types and quantities of documents;

b) The Ministry of Planning and Investment shall inspect the validity of the application; If the application is invalid or has to be clarified, the Ministry of Planning and Investment shall notify the investor within 05 working days from the receipt of the application;

c) If the amount of foreign currency capital transferred overseas is VND 20 billion or more, the Ministry of Planning and Investment shall request the State Bank of Vietnam to in writing to provide opinions as prescribed in Clause 3 Article 61 of the Law on Investment. Within 07 working days from the receipt of the written request for opinions, the State Bank of Vietnam shall give the Ministry of Planning and Investment a written response to the conditions of the capital transferred overseas before being issued with the outward investment registration certificate; to the fulfillment of money transfer conditions by the investor; to the borrowing, grant of loans to the foreign business organization, guarantee offered to the foreign business organization and other concerned issues;

d) If the outward investment specifies that the investor grants a loan to the foreign business organization or gives a guarantee to grant a loan to the foreign business execution, the investor shall follow procedures for approval for overseas lending or fulfill the guarantee obligation that arises in accordance with regulations of law on foreign exchange;

dd) If the outward investment project involves press, radio or television, the Ministry of Planning and Investment shall send a written request for opinions to the Ministry of Information and Communications as prescribed in Clause 2 Article 72 of this Decree. Within 07 working days from the receipt of the written request, the Ministry of Information and Communications shall give a written response to the Ministry of Planning and Investment;

e) Within 15 days from date of receiving the valid application, the Ministry of Planning and Investment shall adjust the outward investment registration certificate and send a copy of the adjusted outward investment registration certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, War Invalids and Social Affairs, relevant ministry, People’s Committee of the province or central-affiliated city where investor's headquarters is located or investor’s permanent residence is registered, tax authority certifying the investor’s fulfillment of tax payment obligation and investor’s state ownership representative agency (if any);

g) If the application is invalid or fails to satisfy the conditions, the Ministry of Planning and Investment shall send the investor a written notification of its refusal to adjust the outward investment registration certificate and reasons therefor.

Best Regards!