Investor Change Service In Vietnam

Changing the investor on the Investment Registration Certificate is a strategic move to restructure investments, optimize resources, or expand the project scale through the transfer of the entire project or a portion of it. This is a complex procedure that requires strict compliance with overlapping legal regulations on investment, corporate law, land law, taxation, and other relevant specialized regulations.

To address these challenges, Van Phuc Loc Law Firm (VPL) provides comprehensive and fast investor change services for the Investment Registration Certificate. With over 10 years of experience supporting domestic and foreign enterprises, we are committed to helping clients save time and costs while minimizing legal risks throughout the investor change process.

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Common cases of investor change

Full project transfer: The current investor transfers all rights and obligations of the project to another investor.

Partial project transfer: One or more investors transfer part of their capital contribution, resulting in a new investor joining the project.

Corporate acquisition, merger, or consolidation: When the investor is an organization and conducts acquisition, merger, or consolidation with another enterprise, the new entity becomes the project investor.

Project inheritance: When the investor is an individual who passes away, their rights and obligations regarding the project are transferred to the legal heirs.

Benefits of using VPL’s service

Professional End-to-End process

VPL applies a systematic and scientific workflow, ensuring clients’ peace of mind from the initial steps to the completion of the transaction. Every stage is closely managed to ensure maximum efficiency and accuracy.

Comprehensive legal due diligence

VPL’s team of lawyers examines the company’s charter, legal status, legal documents, contracts, tax obligations, and the financial situation of both the enterprise and the project, ensuring clients are fully informed to make wise decisions before proceeding with the transaction.

Safe and transparent transfer agreement

VPL’s experienced lawyers assist in drafting and negotiating capital or project transfer agreements clearly and thoroughly, ensuring legal safety and minimizing risks for clients.

Accurate and fast legal procedures

VPL accompanies and represents clients in all procedures to change the investor on the Investment Registration Certificate in accordance with legal regulations. Clients’ transactions are completed quickly and accurately, saving time and effort.

Minimization of risks

With extensive experience in capital and project transfer, VPL’s lawyers advise on the most suitable transaction structure for each specific case, helping clients avoid potential risks and secure optimal benefits.

Optimization of financial and tax benefits

VPL not only ensures legal compliance but also advises on solutions to optimize tax obligations and secure clients’ lawful financial interests during capital/project transfer.

Scope of VPL’s services

VPL’s investor change service for the Investment Registration Certificate is designed to support clients at every stage, ensuring a smooth and efficient transaction. We provide the following services:

In-depth review: VPL conducts a thorough examination of the legal and financial status and all corporate records related to the transferred capital or project portion.

Optimal transfer advisory: Based on the due diligence results, VPL proposes and advises on the most suitable transfer options for clients’ needs, including full or partial project transfer, capital/share transfer, etc.

Complete document preparation: Preparing all necessary documents, including the transfer agreement, meeting minutes, resolutions, amended charter, and change registration forms in compliance with legal requirements.

Representation in procedures: VPL’s team submits and handles all procedures for changing the investor on the Investment Registration Certificate on behalf of clients. Procedures are conducted at the Department of Finance / Industrial Park / Economic Zone / High-Tech Zone Management Board. In the case of capital transfer, the investor must first adjust the owner/member information on the Enterprise Registration Certificate before updating the investor information on the Investment Registration Certificate. VPL represents clients to ensure all administrative procedures are completed quickly and accurately.

Post-transaction support: Providing necessary assistance in updating information with banks and relevant authorities (if required).

Post-transaction advisory: Assisting with advisory services and resolving issues arising after the transaction, including internal disputes or transfer tax obligations.

Frequently asked questions

What are the conditions for transferring an investment project?

Pursuant to Clause 1, Article 46 of the 2020 Investment Law, investors have the right to transfer all or part of an investment project to another investor provided that the following conditions are met:

a) The to-be-transferred investment project or part of the investment project is not subject to operation termination according to Clauses 1 and 2, Article 48 of this Law;

b) The foreign investor that is the transferee of the project or part of the project satisfies the conditions specified in Clause 2, Article 24 of this Law;

c) The conditions specified in the land law, for cases of transfer of investment projects together with transfer of land use rights and land-attached assets;

d) The conditions specified in the housing and real estate business laws, in case of transfer of housing investment projects or real estate projects;

dd) The conditions specified in the written approval of investment policy, the investment registration certificate or specified in relevant laws (if any);

e) Upon the transfer of investment projects, in addition to complying with this Article, state enterprises shall also comply with the law on management and use of state capital invested in production and business at enterprises before adjusting investment projects.

What documents are required to adjust the investor due to project transfer?

Pursuant to Clause 5, Article 48 of Decree 31/2021/ND-CP, the dossier for adjusting the investor on the Investment Registration Certificate in case of project transfer includes:

a) A written request for adjustment of the investment project;

b) A report on actual implementation of the investment project by the time of transfer;

c/ A contract or an in-principle contract on transfer of part or the whole of the investment project;

d) Copies of documents on legal status of the project transferor and transferee;

dd/ Copies of the investment registration certificate; decision on investment policy approval; and decision on investor approval (if any);

e/ A copy of the BCC contract (for investment projects implemented under BCC contracts);

g/ A copy of one of the following documents of the investment project transferee: financial statements for the latest 2 years or a report on audit of equity of the investor, financial support commitment of the parent company or a financial institution, guarantee for financial capacity of the investor, and documents proving financial capacity of the investor.

How long does it take to complete the procedure for changing the investor on the Investment Registration Certificate?

The time to complete the procedure for changing the investor on the Investment Registration Certificate depends on the nature of the project. For regular projects, it usually takes about 15–20 working days from the submission of a valid dossier. Preparing an accurate and complete dossier from the outset can significantly shorten the actual processing time.

Is tax payable when changing the investor due to capital transfer?

When transferring capital, individuals or organizations are obliged to declare and pay taxes in accordance with current law, specifically personal income tax or corporate income tax, depending on the legal status of the transferor and the type of the relevant enterprise. The applicable tax rate varies depending on the specific circumstances in accordance with tax law.

Can a project that is mortgaged to a bank be transferred?

A project that is mortgaged to a bank can be transferred, but this must strictly comply with legal regulations and the agreement with the bank.

To transfer a mortgaged project legally and safely, the following steps must be taken:

Notify and seek the bank’s opinion: The transferring investor must inform the bank of the intention to transfer the project.
Obtain written consent from the bank: The bank will review and make a decision based on the financial capacity of the new investor or options for settling the loan. This consent must be documented in writing.

Settle the loan or transfer the obligation: The parties may choose to fully repay the loan before the transfer, or transfer the repayment obligation to the new investor (if approved by the bank).

Is it necessary to adjust the Enterprise Registration Certificate when changing the investor?

Investors are required to adjust the Enterprise Registration Certificate when there is a change of investor due to capital transfer, depending on the type and nature of the change.

For Limited Liability Companies: When a new member joins or an existing member transfers capital, resulting in a change in the list of contributing members on the Enterprise Registration Certificate, the company is required to carry out the procedure for changing the contents of business registration at the Business Registration Office under the Department of Finance.
For Joint Stock Companies: Generally, the transfer of shares between shareholders does not require adjustment of the Enterprise Registration Certificate. However, if the change involves a founding shareholder within the first three years or a shareholder who is a foreign investor, the company must notify and adjust the registration as required by law.

Can VPL represent clients in carrying out the procedure for changing the investor?

VPL provides a comprehensive and fast service for changing the investor on the Enterprise Registration Certificate. This service allows clients to authorize VPL to handle all or part of the work, from preparing the dossier, submitting it and liaising with the business registration authority and investment registration authority, to receiving the final result. This enables clients to save maximum time and effort while ensuring that the legal procedures are carried out accurately and efficiently.

What is the service fee for changing the investor due to project transfer?

The service fee for changing the investor due to project transfer at VPL is determined based on several specific factors, including:

Nature of the dossier: The complexity of the legal documents to be processed.
Project scale: The value, size, and specific characteristics of the project being transferred.
Scope of work: The tasks that we will perform according to the client’s requirements.

VPL is committed to providing a detailed, clear, and transparent quotation from the outset. The service fee is all-inclusive, with no additional costs, ensuring maximum benefit for our clients.

Get more support

If you are in need of a reputable legal consultancy unit, effective and dedicated companion in every legal issue, do not hesitate to contact VPL today!