The DECREE regulates the registration, conversion and change of registered investment certificates of the enterprises with foreign investment in accordance with the corporate law and the law on GOVERNMENT investment base law on organization of the Government on December 25, 2001;
Pursuant to the law on investment of 29 November 2005;
Pursuant to the law of business on November 29, 2005;
Considering the recommendation of the Minister of planning and investment.
 
DECREE: chapter I GENERAL PROVISIONS article 1. Scope of this Decree stipulates: 1. The enterprise with foreign capital has been granted the investment license under the provisions of the law on foreign investment in Vietnam-registration, conversion of enterprises as defined in paragraph 2 and paragraph 3 Article 170 of business law; the parties to the contract business partnership has been granted the investment license under the provisions of the law on foreign investment in Vietnam registered investment certificates change as specified in paragraph 1 to article 88 of the law on investment.
2. Rights, obligations of enterprises invested by foreign non-registration under the provisions of the Investment Law and Business Law; the provisions regulating the investment license for enterprise of foreign invested non-registered or non-registered investment certificates in Exchange.
Article 2. Application object 1. Business for foreign investment was granted the investment license under the law on foreign investment in Vietnam, including: a) business venture;
b) 100% foreign-owned enterprises;
c) company invested abroad was established under Decree No. 38/2003/ND-CP dated 15 April 2003 from the Government about the conversion of a number of businesses have foreign capital to operate in the form of a joint stock company.
2. Investment projects in the form of business cooperation contract was granted the investment license under the provisions of the law on foreign investment in Vietnam.
Article 3. Explanation of terms 1. "Registration" is the enterprise with foreign capital established by the law on foreign investment in Vietnam business registration according to the regulations of the corporate law to implement investment projects in accordance with the investment law and granted the certificate of new investment that remains the kind of business under the investment license has been granted; Investment certificates at the same time as the business registration certificate.
2. "business transformation" is the enterprise with foreign investment changing the types of business in accordance with the corporate law, investment law and granted the certificate of new investment.
3. "the modified registry certificate investing" is the parties to the contract business registration license investment certificates of investment.
4. "business registration" is the enterprise with foreign capital has been new investment certificate in accordance with the corporate law and the law on alternative investment for the investment license granted under the provisions of the law on foreign investment in Vietnam.
5. "business transformation" is the enterprise with foreign investment was changing types of businesses according to the regulations of the corporate law, investment law and granted the certificate of new investment.
6. "business registration" is the business does not perform the registration within a period of 2 years from the date of business law are enforceable.
7. "copy" is a copy notarized or certified by the Agency.
Article 4. The right to decide on registration, business transformation 1. Businesses have invested abroad have the right to decide on the registration, conversion of enterprises according to the regulations of the corporate law, investment law and decrees.
2. The parties to the contract business partnership has the right to decide on the registration of investment certificates in Exchange for investment projects have been licensed under the investment provisions of the investment law.
Article 5. Investment certificate and the certification authority to invest 1. Investment certificates is made according to the model of unity by the Ministry of planning and investment. Investment certificates at the same time as the business registration certificate.
2. certification authority and State investment for the business register, the switch made by the Decree of the Government regulations guiding the implementation of some articles of the law on investment.
Chapter II REGISTRATION, conversion BUSINESSES HAVE FOREIGN INVESTMENT article 6. The business registration form 1. Business venture and 100% foreign business has two or more owners to sign back into limited liability company two members.
2.100% foreign business due to an organization or individual registered foreign investment back into a limited liability company members.
3. Joint stock companies have invested abroad was established under Decree No. 38/2003/ND-CP dated 15 April 2003 the Government's registration into company shares.
Article 7. Profile-registration business enterprise registration record including: 1. The text proposed the registration of enterprise legal representative of the enterprise.
2. The draft revised business rules consistent with the provisions of the law on business.
3. a valid copy of the investment license and the license to adjust.
Cases when registration, businesses require tuning the content related to business and investment projects, in the aforementioned records include documents that law corresponds to the content adjusted.
Certification bodies are not required investment enterprises pay more any other papers in addition to the provisions in this article.
Article 8. Order of business-registration procedure 1. Recommended business registration filing under the provisions of this Decree in the certification agency for investment in accordance with clause 2 article 5 of this Decree and to take responsibility for the truthfulness, accuracy of content profile registration.
2. Within 15 working days from the date of receipt of a valid application, the Agency granted investment certificates and investment certificates. If the reject or require modification, Supplement, the clear message to business reasons in writing.
Article 9. Rights and obligations of the business registration 1. Business registration inherited the whole of the rights and legitimate interests, responsibility for unpaid debts, labor contracts and other obligations of the business before registering.
2. The business register has the following rights: a) Are operating under the content specified in the certificate of investment;
b) retained the name of the business, the seal, the account, the tax code has been registered;
c) Have other rights in accordance with the corporate law and the law on investment.
3. Business registration is obliged according to the regulations of the corporate law and the law on investment.
Article 10. The form of business transformation 1. Business venture and 100% foreign business has two or more owners to convert into a limited liability company members.
2.100% foreign business due to an organization or individual foreign investment transformed into limited liability company two members.
3. Enterprise with foreign investment is limited liability company transformed into joint stock companies and vice versa.
Article 11. Business transformation conditions 1. Business transformation to meet the General conditions according to the regulations of the corporate law for each case conversion.

2. where the business was converted into a joint stock company, the business owners have invested abroad must be shareholders. The case has many business owners at least must have a business owner is the founding shareholder.
Article 12. Business transformation profile 1. Conversion profiles business include: a) the conversion proposal writing business, which stated the content conversion due to legal representatives of business;
b) draft Charter of the enterprise in accordance with the provisions of the law on enterprises;
c) decided to transform the business of your home 100% foreign-owned enterprise, the Board of the business venture or General Assembly of shareholders of joint stock companies have invested abroad. The decision to convert the business must have the content mainly to: name, address, corporate headquarters and conversion of the business after the transition; the duration and conditions of the transfer of property, shares, shares, bonds of companies with foreign capital into the property, shares, shares, bonds of business transformation; scheme employers; the time limit for performing the conversion.
Business transformation decision shall be sent to all creditors and notify enterprise workers know within 15 days from the day through the decision;
d) valid copy the investment license and the license to adjust.
2. where the conversion has added new members, the above file also includes: a) for new members is personal: Paper copy of identity card, passport or other legal personal certificate;
b) for new members is legal: a copy of the decision established, business registration certificate or equivalent documentation of legal entities; The authorization decision, paper identification, passport or other legal personal certificate of authorized representative.
For new members is a foreign entity, then a copy of the business registration certificate and the Charter must have the endorsement of the Agency where that entity has registered no more than 3 months before the date of filing.
3. in case when the enterprise converter may require tuning the content related to business and investment projects, then in the profile switch also includes material that law corresponds to the content adjusted.
Article 13. Business transformation sequence 1. The conversion of business can be conducted after the enterprise with foreign capital registration or simultaneously with the registration.
2. Business Transformation proposals submission under the provisions of this Decree in the certification agency for investment in accordance with clause 2 article 5 of this Decree and to take responsibility for the truthfulness, accuracy of profile content conversion business.
3. within 30 working days from the date of receipt of a valid application, the Agency granted investment certificates and investment certificates. If the reject or require modification, Supplement, the clear message to business reasons in writing.
Article 14. Rights and obligations of the business transformation 1. Legacy transformation business all of the rights and legitimate interests, responsibility for unpaid debts, labor contracts and other obligations of the business before the conversion.
2. The Enterprise converter is operating under the content specified in the certificate of investment; continue to enjoy the preferential investment recorded in the investment license for investment projects were licensed if foreign investors holding not more than 30% lower; other rights in accordance with the corporate law and the law on investment.
3. conversion businesses have obligations under the regulations of the corporate law and the law on investment.
Article 15. -Registration, business transformation in case of non delivery of reimbursement commitment 1. Businesses have foreign capital that foreign investors have committed to transfer the non-reimbursement of property invested after the end of active period for the Government of Vietnam to be registered again, converted under the provisions of this decree if it meets the following conditions : a) does not change the content of the commitment to transfer the non-reimbursement of the project have been granted investment licenses;
b) successor and continue to implement investment projects related to the property have committed to transfer non-reimbursement.
2. in case of changing the content related to the transfer of non-reimbursement of the registration, conversion under the provisions of this decree must be approved by the Prime Minister.
Chapter III REGISTRATION of INVESTMENT CERTIFICATES of the MODIFIED article 16. The case of the modified registry certificate investing registration changed investment certificates as defined in article 88 of the investment law was applicable to the project in the form of business cooperation contract was granted the investment license before 1st July, 2006.
The parties to the contract business that requires registration of investment project under the provisions of the investment law made registration of investment certificates was changed under the provisions of this Decree.
Article 17. Registration documents investment certificate change registration documents investment certificate change include: 1. the text of the modified proposal of investment certificates by the parties involved signed a business cooperation contract.
2. a valid copy of the investment license and the license to adjust.
The case of the parties to the contract business require tuning the content related to the investment and business cooperation contract, the above file also includes material that investment legislation provisions corresponding to the required adjustments.
The Agency granted investment certificates are not required the parties to business cooperation contracts filed any further papers other than the provisions of this Article.
Article 18. Order and procedure of registration of change of investment certificates 1. The parties to the contract business filing under the provisions of this Decree in the certification agency for investment in accordance with clause 2 article 5 of this Decree and to take responsibility for the truthfulness, accuracy of registration content changes the investment certificate.
2. within 7 working days from the date of receipt of a valid application, the Agency granted investment certificates and investment certificates. If the reject or require modification, Supplement, the clear message to business reasons in writing.
Article 19. The rights and obligations of the parties to the contract of cooperation 1. Operating under the new investment certificates.
2. Inherit the rights and obligations stipulated in the investment license and the licenses have been granted adjustment, business cooperation contract was standard medical and investment law.
Chapter IV BUSINESS for FOREIGN-INVESTED NON-REGISTRATION and BUSINESS COOPERATION CONTRACT DOES NOT CHANGE the INVESTMENT CERTIFICATE article 20. Rights and obligations of the business registration 1. Business registration have the right to: a) Are continuing to operate under the investment license was issued and the enterprise Charter; recommended adjustment of investment licenses in case of need except the adjustment of business lines and operational period;
b) Was retained by company name, seal, account and tax code already registered;
c) Have other rights in accordance with the corporate law, investment law.
2. Business registration obligations: a) Only be active within the industry, the time limit for the operation specified in the investment license granted. The investment license granted at the same time as the business registration certificate;

b) in compliance with the regulations of the corporate law and investment law and related laws.
Article 21. The rights and obligations of the parties to the contract business cooperation does not change the investment certificate 1. The parties to the contract business partnership has the right to continue operating under the investment license was issued and the contract business partnership was y. 2. The parties to the contract business is obliged to comply with the provisions of the investment law and related laws.
Article 22. Adjust the investment license for business registration, business partnership contract does not change the investment certificate.
1. In the course of business activities, foreign invested non-registration, the parties to the contract business cooperation does not change the investment certificate, if there is demand, is considering adjusting the investment license except areas: business lines and activities.
2. the certification authority approved investment proposals investment permit adjustment of the business is not registered, the parties to the contract of business cooperation in the form of certificates of investment permit adjustments; This certificate is a division of the investment license.
3. certification bodies investing out the text approved without investment license adjustment with regard to the case of the following adjustments: a) Open Office, warehouse, shop products (non-production) within the province of the central cities, where businesses are located;
b) change the location within the headquarters, central cities.
Article 23. Profile, order and authority to regulate investment license 1. Depending on the content of the adjustment of the investment license, business registration, parties to contracts of the business cooperation Exchange investment certificates not making adjustments according to the provisions of the Decree guiding the implementation of some articles of the law on investment and send to the certification authority.
2. sequence and the certification authority to adjust the investment license is made according to the regulations of State management hierarchy about investing in the Decree guiding the implementation of some articles of the law on investment.
Chapter V ENFORCEMENT PROVISIONS article 24. Terms of implementation 1. The Decree has effect after 15 days from the date The report.
2. The Minister of planning and investment to base this decree issued registration form again, business transformation; the modified proposal forms of investment certificates and certificate templates to adjust the investment license.
3. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of people's Committee of the central cities, is responsible for the implementation of this Decree.