For foreign-invested enterprises, when issued an Investment Certificate/Investment Registration Certificate, the project’s duration is set by a specific deadline from the date the Investment Registration Certificate is issued. Depending on the project, the specific duration for each project recorded on the company’s Investment Registration Certificate varies. Therefore, when the project operation period recorded on the Investment Registration Certificate is nearing its expiration, enterprises need to carry out the procedure for extending the Investment Certificate.
1. Legal basis for extending the Investment Certificate
- Investment Law No. 61/2020/QH14;
- Decree No. 31/2021/ND-CP detailing and guiding the implementation of some articles of the Investment Law;
- Decree 122/2021/ND-CP regulating administrative penalties in the field of planning and investment.
2. Time of submitting the application for extension of the Investment Registration Certificate
Ideally, about 03 – 05 months before the project’s licensed period expires, the company should carry out the procedure to extend the investment registration certificate, which simultaneously extends the project implementation period.
3. Dossier for extending the Investment Registration Certificate
- Written request for extension of the investment project’s operating period;
- 02 notarized copies of the enterprise’s Investment Certificate/Business Registration Certificate;
- 02 notarized copies of the tax code for enterprises that have not yet converted their Enterprise Registration Certificate;
- Report on the investment project’s implementation status up to the time of requesting extension of the Investment Certificate/Investment project;
- Monthly, quarterly, and annual reports submitted to the Department of Planning and Investment/Management Board of industrial parks and export processing zones;
- 01 notarized copy of the audited financial report for the most recent year up to the time of extension;
- Documents proving the investor’s financial capacity;
- Investment project proposal: Office area, email address, investor’s phone number, company in Vietnam, total number of employees, number of Vietnamese employees, number of foreign employees;
- Notarized copy of the representative’s passport, confirmation of residence of the representative;
- Legal documents related to the head office address and project implementation location. Specifically: Lease contract for the premises and land use rights certificate, construction decision, etc.;
- Notarized copy of the Business License (if the company conducts commercial activities);
4. Procedure for extending the Investment Registration Certificate
4.1. Number of dossiers
Enterprises prepare 04 sets of dossiers according to the advice mentioned above;
4.2. Dossier format
Dossiers must be in Vietnamese or Vietnamese and English (Documents in foreign languages must be translated into Vietnamese and notarized).
4.3. Receiving agency for dossiers
- Department of Planning and Investment (Investment Division): For enterprises with headquarters and project implementation locations outside industrial parks;
- Management Board of Industrial and Export Processing Zones: For enterprises with headquarters and project implementation locations within industrial parks.
5. Time limit for completing the procedure for extending the Investment Registration Certificate
- Within 03 working days from the date of receiving a complete dossier, the investment registration agency sends the dossier to the land management agency and other relevant agencies to obtain opinions on meeting the conditions specified in the Investment Law;
- Within 10 days from the date of receiving a complete dossier, the consulted agency provides its opinion on meeting the conditions specified in the Investment Law;
- Within 15 days from the date of receiving a complete dossier, the investment registration agency reviews the conditions for extending the operating period of the investment project and decides on the extension of the investment project’s operating period.
6. Notes when extending the Investment Certificate
- Enterprises can only submit an application for extension of the Investment Registration Certificate if, by the time of extension, they have fully contributed capital as committed and submitted all investment reports and met other conditions as stipulated in Article 3 of the enterprise’s Investment Certificate;
- Enterprises can simultaneously adjust other contents on the Investment Registration Certificate along with the procedure for extending the Investment Registration Certificate.
7. Cost of extending the Investment Certificate
7.1. State fees
Enterprises do not incur state fees when extending the Investment Certificate.
7.2. VN Law Firm lawyer fees
- Cost and implementation time are concerns for any client seeking legal consulting services. With its reputation, experience, and capability, LawFirm.Vn always aims to provide the best service, most reasonable cost, and fastest implementation time for investment law consulting to its clients.
- Please contact LawFirm.Vn for our lawyers to send you a fee quote and the list of documents clients need to prepare to carry out the procedure.
8. Legal consequences if an enterprise does not extend its Investment Certificate
- Enterprises are only allowed to carry out investment activities according to the operating period of the investment project stated on the Investment Registration Certificate. Accordingly, when the operating period of the investment project expires, the investor must terminate the investment project’s operations and return the issued Investment Registration Certificate and carry out the project closure procedure.
- In case the operating period of the investment project has expired but the investor wishes to continue implementing the investment project, they may apply for an extension of the investment project’s operating period and must meet all conditions as prescribed by current law. Therefore, if the investment certificate expires and the investor wishes to continue implementing the project without performing the procedure to adjust or extend the investment project’s operating period, they will be penalized according to the provisions of Article 17 of Decree 122/2021/ND-CP with a fine ranging from VND 70,000,000 to VND 100,000,000. Simultaneously, the remedial measure of “Compulsory notification to the investment registration agency” will be applied, meaning compulsory extension of the Investment Certificate.
