DECREE

V. Re-registration, business transformation has foreign investment capital.

Change G. the investment of the investment project in the form of a

The co-business contract. Oh.

________________

The Law base. I Government, December 25, 2001;

The Investment Law Base November 29, 2005;

Corporate Law Base November 29, 2005;

Number of Rules. 37 /2013/QH 1 3 20th Ah! 6 in 2013 socket i, the addition of Article 170 of the Corporate Law;

On the recommendation of the Minister of Planning and Investment,

The government issued a decree on the registration of k What? Come on. Yeah. enterprise I have Foreign investment and the investment license of the investment project in the form of a business cooperation contract.

Chapter I

COMMON RULES

What? 1. The adjustment range

This decree rules:

1. The re-registration, the transfer of the business with foreign investment was granted the Investment License prior to July 1, 2006.

2. The exchange of the Investment License or Business License of the Investment Project in the form of a business cooperation contract was granted before July 1, 2006.

3. Rights, the obligations of a business that has foreign investment capital granted prior to 1 July 2006, re-registered or unregistered, the parties to the business cooperation contract have not changed the Investment License or the Business License in accordance with regulation of the Corporate Law and Investment Law.

4. The adjustment of the Investment License to a foreign investment business was granted a license invested before July 1, 2006 that has not yet re-registered or contracts a business partnership that has yet to change the Investment License or Business License.

5. The business with foreign investment is established and operates under the regulation of specialized law, the reregistration of the business is applied under a specialized law regulation.

What? 2. Subject applies

1. The business with foreign investment has been granted a license to invest before July 1, 2006 including:

a) Business venture;

b) Enterprise 100% foreign capital;

c) The holding company has foreign investment capital established under the Digital Agenda. 38 /2003/NĐ-CP April 15, 2003 The Government on the conversion of some businesses with foreign capital investment to operate in the form of a holding company.

2. The parties to the business contract contract were granted a Investment License or Business License prior to July 1, 2006.

3. The state governing bodies are responsible for implementing reregistration, registration of a business transformation which has foreign investment capital and exchange of Investment licenses or Business License.

What? 3. Explain words

1. "Subscription" is the business stipulated at Article 2 of this decree registering to operate under the provisions of the Enterprise Law.

2. "Enterprise transformation" is the business of regulation at Article 2 that changes the type of business as defined by the Enterprise Law.

3. "Change of Investment License" is the fact that the parties to the contract of a business contract implementation of the procedure for the Exchange of Investment License or Business License were granted prior to 1 July 2006 into a Certificate of Investment.

4. "Registered Business" is the business of regulation at Article 2 of this Decree which has implemented reregistration and has been granted an Investment Certificate.

5. "Enterprise conversion" is the business that regulates at Article 2 of this decree that has been changed the type of business under the provisions of the Enterprise Law.

6. "Unregistered Business" is the business of regulation at Article 2 of this Decree that has not yet implemented a reregistration under the provisions of the Enterprise Law and the Protocol.

What? 4. The right to decide to register again, transform the business and exchange Investment licenses

1. The business with foreign investment has been granted a license to invest before July 1, 2006 has the right to decide the time of registration again, corporate transformation and management organization operating under the provisions of the Enterprise Law, Investment Law. And this decree.

The foreign investment capital was established before July 1, 2006, which expired at the expiration of its provisions at the Investment License after July 1, 2006, which has not yet implemented the business dissolution procedure and has the offer to continue operating. You must re-register before 1 February 2014.

2. The parties to the business cooperation contract have the right to register the Investment License to be granted an Investment Certificate of Investment in accordance with the provisions of the Investment Law.

What? 5. Sign up, the business conversion has a commitment to transfer unreimbursable

1. The business has foreign investment capital that foreign investors have committed or agreed upon and is regulated at the Investment License that transfers uncompensated assets under a commitment or initial agreement after the end of the operating deadline for the White House. Vietnam or the Vietnamese government or Vietnamese side are re-registered, converting the business in response to the following conditions:

a) Do not change the content committed to non-reimbursable transfer. Inheritance and continue implementation of the investment project concerning the commitment to non-reimbursable transfer;

b) Do not renew the deadline for the investment project.

2. The case of changing content is committed to non-reimbursable transfer at the Investment License, the registration of the business under the provisions of this decree must be approved by the Prime Minister.

What? 6. Subscription for the foreign investment business granted the Investment License prior to 1 July 2006 expired after July 1, 2006, but has not been dissolved and has the offer to continue its operations.

1. The business with foreign investment has expired operating under the Investment License after 1 July 2006 but has not yet dissolved and has the offer to continue to be reregistered when responding to the following conditions:

a) The business, the business of non-business, business prohibition. The business case, the business profession of the business of the industry, the business is conditional, the business must meet the conditions under the rule of law at the time of the registration.

b) The project must conform to the planning: Urban infrastructure structure, land use planning, construction planning, exploration planning, mining, mineral processing, and other resources;

c) Commitment to self-responsibility for obligations, transactions made from the time of expiration of activity to the time of registration again;

d) Commitment to fully implement financial obligations with the state;

A business that is owned; or without equity, a maximum commitment to a maximum of 3 years after the date of registration will increase the minimum equity of the charter capital.

2. Apply investment incentives and apply obligations to a foreign investment business that expired after 1 July 2006, but has not been dissolved and has the offer to be reposted to continue operations.

a) Apply under the regulation of the law corresponding to each period from the expiration of the activity deadline on the Investment License to the time of registration again; and

b) From the time of the registration it is applicable to the rules of the current law at the time of the registration.

3. The investment certificate certificate for the business has been in effect since the expiration of the operating expiration date under the Investment License.

4. The business must be reregistered before 1 February 2014. At the end of the deadline, the non-registered business must carry out the dissolution procedure, ending the operation by law.

Chapter II

REGISTER AGAIN, TRANSFORM THE BUSINESS WITH FOREIGN INVESTMENT CAPITAL.

What? 7. Corporate registration forms

1. Enterprise 100% of foreign capital has an investor who resigns into a member LLC.

2. Corporate and business enterprises 100% of foreign capital are from two or more investors to be re-registered to a two-member limited liability company.

3. The holding company resigns into a holding company.

What? 8. Sign up for Business

1. Login records include:

a) The offer is signed by the representative by the law firm of the business, accompanied by a list of limited liability company members or a list of the founders of the company's founding shareholders;

b) The copy of the Investment License, the Adjustment Investment Licenses, and the Certificate of Investment License (if available);

c) The draft of the revised Enterprise Charter is consistent with the regulation of the law on the business;

d) The Board of Directors meets in a joint venture business; the Editorial Board of the Board of Directors or the unified text of foreign investors (for the case of many foreign investors) or investors for a business of 100% capital. foreign affairs; the Border Meeting of the General Assembly to the holding company on agreeing to reregister the business and through the Business Charter (revised);

The decision of the owner or business owners or board of the business of 100% of the foreign capital or decision of the Board of Directors of the joint business or decision of the General Assembly of the shareholders of the shareholders of the holding company has foreign investment capital investment. the reregistration of the business and through the Business Charter (revised);

e) The actual certificate of individuals and legal persons is a business member after reposting and of the representative in accordance with the law of the business after resigning;

g) The adjacent 2-year financial report at the time of registration again;

h) The documents by the rule of law relating to the regulation of the regulation.

2. For the specified business at Article 6 of this Decree, in addition to the regulatory filings at paragraph 1 This Article, the business adds the following records:

a) The commitment to self-responsibility for obligations, transactions made from the time of expiration of the activity to the time of registration and the commitment to fully implement financial obligations with the state;

b) The business production operation of the year prior to the expiration of the Year expired the Investment License until the time of reregistration (04-CS/SXKD) as specified in Digital Information. 04 /2011/TT-BKHT March 31, 2011 of the Ministry of Planning and Investment regulatory system statistical system statistics applicable to state-owned enterprises, businesses and projects have foreign direct investment.

3. The case when reposting, the business has the requirement to adjust the business registration content and adjust the investment project content, in addition to the specified profile at Clause 1 and 2 This, which needs to add the corresponding documents to the regulatory content. of the law of investment and business.

4. The registration record is set up to 3 sets, including at least 1 original set. The case with the office of inquiry needs to be applied to the ministries, the industry, or the Prime Minister's course, the record is made up of 10 ministries, including at least 1 original records.

What? 9. Presentation, business procedure

1. Enterprise offers to reregister the filing under the provisions of this Decree at the Investment Certificate Authority.

2. The case does not have to consult the ministries, the industry is in the 15-day period of work, since the date of the filing of valid files, the certification agency of the Paper certification investment review and grant of the Certificate of Investment.

3. The case needs to take the opinion of the ministries, the relevant sector, the time review of the Certificate of Investment certificates no more than 45 days of work since the date received valid records. The agency is asked to have a written opinion within 15 days of work since the date of the filing.

4. The case does not approve or has a revised request, case addition, the Certificate of the Certificate of Certificate of Investment sent by writing and stating the reason for the business.

5. The Certificate of the Certificate of Investment certification is responsible for recording into the Certificate of Investment Certificate of Rights, obligations, investment incentives and the commitments or conditions (if any) of the Investment License and the Adjustment Investment Licenses or Identification Licenses. to modify the Investment License (if any).

6. The registered business must submit to the original Investment License, the Executive Investment License, and the Certificate of Investment License (if available) for a Certificate of Investment Certificate in receiving the investment certificate.

What? 10. Rights and obligations of registered business

1. Enterprise resigns inherits all legal rights and benefits, responsible for unpaid debts, labor contracts and other obligations of the business before reposting.

2. The registered business has the following rights:

a) to be active in accordance with the provisions of the Investment Certificate;

b) Continue to record and enjoy investment in the time of operation under regulatory conditions at the Investment License;

c) Being retained the name of the business, the seal, the account, the registered tax code, unless the case of relevant information has been changed due to registration again; or forced to change to match the regulation of the business law, the law on investment and other matters. the other regulation is relevant; or because the investor has the need for change to fit the law;

d) Have other rights under the rule of law.

3. The registered business has the following obligations:

a) Continue to implement the commitments or conditions (if any) regulation at the Investment License;

b) Be responsible for the integrity, correct for the filing of the registration records;

c) Compliance with the provisions of the law on the business, investment and law concerned.

What? 11. Business conversion profile

1. The case of business conversion simultaneously with the reregistration of the record includes:

a) The offer to re-register and transform the business by the administrator by the law of the business signed by the list of members of the limited liability company 2 or above or the company's founding shareholder list or List of shareholders. After conversion;

b) The regulation of the revised business is consistent with the regulation of the law on the business;

c) The decision to register and transform the business of the owner or business owners or of the Enterprise Board of 100% foreign capital, the joint venture business board or the shareholders ' General Assembly of the holding company.

The decision to re-register and transform the business must have the principal content of: Name, address headquarters of the transformation business and of the business after the conversion; the deadline and the transfer of property, the portion of which contributes, shares, bonds of the business. enterprise has foreign investment capital into assets, portion of the capital, share, bonds of the conversion business; the use of labor; the deadline for conversion;

d) A valid copy of the Investment License and the Adjustment Investment Licenses or the Certificate of Investment License (if available);

) The two-year financial reporting at the time of the transition;

e) The document by the regulation of the law relates to the regulatory content.

2. The business conversion profile is simultaneously with the prescribed registration at clause 1 This which adds new members or shareholders outside of the above documents, the profile also includes:

a) For the new member being individual, there must be a copy of the People ' s Certificate of Identification or a passport or other legal personal endorsement according to the current regulation;

b) For a new member as a legal person, there must be a copy of the decision to form a legal person, a Business Registration or Other equivalent document; if the authorized representative must have a proxy decision (which must be required). both the content, scope and duration of the mandate), the Certificate of People or the passport or other legitimate personal evidence.

For the new member being foreign legal, copies of the Certificate of Business Registration and Charter or equivalent paper must be legally legalised under the current regulations for no more than 3 months prior to the filing date.

3. The case of a business conversion after the business has registered again, the profile performs in accordance with the corresponding regulation of the Enterprise Law, Investment Law, and execs of instructions.

4. The business conversion record is set up to 05 sets, including at least 1 original set. The case with the content of the Prime Minister or the Ministry of Foreign Affairs is required by the Prime Minister, and the record is made up of 10 ministries, including at least 1 original records.

What? 12. Sales and Procedulation of Enterprise

1. The case of a business transition simultaneously with a re-registration, the business filed in accordance with the provisions of Clause 1 Article 11 of this decree at the certificate of investment certificates.

2. The decision to re-register and transform the business must be sent to all creditors and inform workers in the business that are known for the 15-day period, since the date of the decision.

3. The case does not have to consult the ministries, the industry is in the 15-day period of work, since the date of the filing of valid files, the Certificate of Certificate of Investment review and grant of the Certificate of Investment.

4. The case needs to take the opinion of the ministries, the relevant sector, the time review of the Certificate of Certificate of Investment is no more than 45 days of work since the date received valid records. The agency is asked to have a written opinion within 15 days of work since the date of the filing.

5. The case does not approve or has a revised request, case addition, the Certificate of Certification Certificate Authority sends written notice and stated the reasons for the business.

6. The Certificate of Investment Certificate is responsible for recording into the Certificate of Investment Certificate of Regulatory Content, obligations, investment incentives, and commitments or conditions (if any) of the Investment License and the Adjustment Investment Licenses or Identification Licenses. to modify the Investment License (if any).

7. The business must submit to the original Investment License, adjuvated investment licenses, and the Certificate of Investment License (if available) for a Certificate of Investment Certificate in receiving the investment certificate.

What? 13. Rights and obligations of the conversion business

1. The business has the right to make business transformation simultaneously with a re-registration of the business.

2. The business converts all the legal rights and benefits, responsible for unpaid debts, labor contracts and other obligations of the business prior to the conversion.

3. Enterprise conversion continues to enjoy investment incentives and implementation of the commitments and conditions in the Investment License for the licensed investment project.

4. The conversion business must meet the conditions under the regulation of the relevant law for each case of transition.

5. The business is responsible for the honesty, exactly the content of corporate transformation records.

6. Enterprise conversion has obligations and other rights under the rule of law.

Chapter III

REGISTER FOR INVESTMENT LICENSES FOR BUSINESS PARTNERING CONTRACT

What? 14. Profile of the Investment License for Business Cooperation Contract

1. Login Profile for Investment License:

a) The offer for the exchange of Investment License provided by the parties to contract the business of the business;

b) Contract for a modified business cooperation (if there is a modified content);

c) A valid copy of the Investment License or Business License, and the Adjustment Investment License or Business License (if available).

2. The case of parties to the business cooperation contract has required to adjust the content related to the investment project and the business cooperation contract then in the above profile including the documents that the law rules correspond to the proposed content. Correction.

3. The investment license exchange was established in 3 sets, including at least 1 original sets. The case is required to submit to the Prime Minister or to apply for an opinion of the ministries, the record is made up of 10 ministries, including at least 1 original records.

What? 15. Presentation, the registration procedure in exchange of Investment License for Business Cooperation Contract

1. The parties to the business cooperation contract submit the filing under the provisions of this Decree at the Investment Certificate Authority.

2. During the 7-day period of work, since the date of the receiving of valid files, the certificate of the Certificate of Certificate of Investment review and grant of the Certificate of Investment.

3. The case needs to take the opinion of the ministries, the relevant sector, the time review of the Certificate of Investment Certificate of Investment No more than 45 days of work since the date of receiving valid records. The agency is asked to have a written opinion within 15 days of work since the date of the filing.

4. The case does not approve or has a revised request, case addition, the Certificate of Certificate of Investment Certificate in writing and stating the reason for the parties to join the business cooperation contract.

5. The Certificate of the Certificate of Investment certification is responsible for recording into the Certificate of Investment Certificate of Rights, obligations, investment incentives and the commitments or conditions (if any) of the Investment License or Business License or and the license licenses. adjust (if any).

6. The parties to the business contract are in charge of submitting the original Investment License or Business License and regulatory licenses (if any) give the agency a Certificate of Investment Certificate in receiving the investment certificate.

What? 16. Rights and obligations of the parties to the contract of business cooperation in the case of an Investment License

1. inherit the rights and obligations of regulation at the Investment License or Business License and regulatory permits (if any), the business cooperation contract has signed.

2. Responsable for the integrity, the exact nature of the filing of the filing of the Investment License.

3. Have other rights and obligations under the provisions of the Investment Law.

Chapter IV

THE BUSINESS HAS NOT REGISTERED AGAIN AND THE PARTIES TO THE BUSINESS COOPERATION CONTRACT HAVE NOT CHANGED INVESTMENT LICENSES.

What? 17. The business and obligations of the unregistered business

1. Continue to organize and operate under the regulation at the Investment License and the Business Charter. For non-regulation content at the Investment License and Enterprise Charter, the business is implemented by the provisions of the Enterprise Law, Investment Law and the relevant legislation, namely:

a) Business 100% of foreign capital has an investor that applies the corresponding regulation to the LLC a member;

b) Enterprise 100% of foreign capital has two or more investors and the venture business applies the corresponding regulation to the two-member LLC.

c) The holding company stipulated at Point 1 Article 1 Article 2 This decree applies the corresponding regulation to the holding company.

2. Be recommended to adjust the Business Charter, adjust the Investment License except for the operating deadline and the adjustment of the profession that changes the activity deadline in the Investment License.

3. To retain the business name, seal, account and tax code registered unless the investor has the need for change to fit the law.

4. Being implemented a new investment project under the regulation of the law on investment. The operating deadline of the new investment project is consistent with the deadline of the regulatory enterprise at the Investment License.

5. Have other rights and obligations under the regulation of the law on the business, the law on investment and the law is relevant.

What? 18. The rights and obligations of the parties to the business cooperation contract have not changed the Investment License or Business License.

1. The parties to the contract of a business cooperation have the right to continue operating under the Investment License or the Business License and the Executive Investment License or the Executive Business License (if any) and the business cooperation contract signed.

2. The parties to the joint business contract are obliged to comply with the provisions of the Law of Investment and Relevant Legislation.

3. During the operation, the parties to the business contract that have not changed the Investment License or the Business License have the right to recommend a review of the Investment License or Business License.

What? 19. Regulatory Investment License for the unregistered business and adjuvation of the Investment License or Business License of a business cooperation contract that has not changed the Investment License or Business License.

1. The Certificate of the Certificate of Investment review the offer to adjust the Investment License of the unregistered business or adjust the Investment License or Business License of a business cooperation contract that has not changed the Investment License or Business License. In accordance with the provisions of the law; approval of the Investment License or Business License in the form of a Certificate of Investment License or Certificate of Business License. The recommended investor case, the Certificate of Investment Certificate Authority, will grant the Certificate of Investment Certificate for the previously issued licenses and fully record the contents of previous licenses into the Investment Certificate.

2. Investment conditions, investment incentives and other conditions of adjuvable content, additional applicable under the regulation of law at the time of adjustment, supplements.

3. The non-adjuvable, complementary, business, or business parties that join the business partnering contract are continued to follow the regulation at the Investment License or Business License issued.

4. For the unregistered business, the Certificate of the Certificate of Certificate of Acceptance of the approved text without adjusting the Investment License in the following cases:

a) Open the Exchange Office, representative office, warehouse, store to introduce the product (not to be produced) within the province, the Central City of Central City where the business is headquartered;

b) Change the location of the headquarters within the province, the central city of the Central, except for the transfer of the middle point between within and outside the industrial zone, the economic zone, the high-tech sector.

The business case has the need to adjust the Investment License to the specified content at Point a, b Article 4 This is the Investment Certificate Authority that imples the regulation of the prescribed Investment License.

What? 20. The sequence and procedures that regulate the Investment License for the unregistered business and adjust the Investment License or Business License of a business cooperation contract that has not yet changed the Investment License or Business License.

1. The unregistered business, the parties to the business contract that have not changed the Investment License or the Business License offer adjustments filed under the regulation of the Guided Decree implementation of some of the Investment Law for the agency. Certificate of investment to be considered, adjusted. Business and parties to the business contract contract must be responsible for the integrity, precisely the contents of the regulatory filing.

2. Profile, sequence and procedure issued a Certificate of Investment License or Executive Certificate of Business License implemented by regulation in Investment Law, Corporate Law, and implementation manual documents.

3. For a 15-day period of work, since the date of the receiving of valid records, the Certificate of the Certificate of Investment review and grant Certificate of Adjustment Investment License or Certificate of Business License.

4. The case needs to take the opinion of the ministries, the relevant sector, the time review of the Certificate of Investment Certificate of Investment No more than 45 days of work since the date of receiving valid records. The agency is asked to have a written opinion within 15 days of work since the date of the filing.

5. The case does not approve or has a revised request, case addition, the Certificate of the Certificate of Certificate of Investment for a written notice to the investor, which states the reason.

Chapter V.

EXECUTION CLAUSE

What? 21. Terms of execution

1. This decree has been in effect since 15 January 2014, except for the provisions of Article 2 of this.

2. The regulatory content on the registration of foreign investment capital was granted a license to invest before July 1, 2006, which expired after July 1, 2006, but has not been dissolved and has the offer to continue operations. specified at Article 6 of this decree was made from 1 January 2014.

3. This decree replaces the Digital Decree 101 /2006/NĐ-CP September 21, 2006 of the Government Regulations on the Registration, Conversion, and registration of the Certificate of Investment Certificate of businesses with foreign investment under the provisions of the Corporate Law and Investment Law and the Digital Protocol. 38 /2003/NĐ-CP April 15, 2003 The Government on the Commodity Shares has foreign investment capital.

4. The ministers, the Prime Minister, the Head of the Government, the Chairman of the Government, the Chairman of the People's Committee of the provinces, the Central City of the Central Committee, is responsible for the implementation of this decree.