Procedure for Amending an Investment Project

The amendment of an investment project is a necessary process to modify information related to an approved investment project, including changes to the project’s objectives, additional capital sources, or adjustments to the project’s scale and content.

Amending an investment project is essential during its implementation, as these changes may better align with market realities or optimize the project, thereby enhancing its economic, environmental, and social efficiency.

This article provides guidance on the procedures and steps for amending an investment project, as follows:

1. Cases Eligible for Amending an Investment Project

Clause 3, Article 41 of the Investment Law 2020 stipulates the cases eligible for amending investment projects using state capital, including:

• Changing the objectives specified in the investment policy approval document or adding objectives subject to investment policy approval;
• Changing the land use scale by more than 10% or more than 30 hectares, or changing the investment location;
• Changing the total investment capital by 20% or more, resulting in a change in the project’s scale;
• Extending the implementation schedule of the investment project, where the total project duration exceeds 12 months compared to the schedule specified in the initial investment policy approval document;
• Adjusting the operational duration of the investment project;
• Changing the technology that was appraised or consulted during the investment policy approval process;
• Changing the investor of a project that received simultaneous investment policy and investor approval before the project is operational, or changing the conditions applicable to the investor (if any).

2. Procedure for Amending an Investment Project

The procedure for amending an investment project consists of the following four steps:

Step 1: Prepare the Dossier

According to the Investment Law 2020 and its guiding documents, foreign investors wishing to amend an investment project must prepare a complete dossier as required by law. The specific components of the dossier are detailed in Section 3 below.

Step 2: Submit the Dossier

After preparing the complete dossier as guided in Section 3, the investor submits it to the authority that issued the Investment Registration Certificate.

To identify the issuing authority, the investor can refer to the top left section of the Investment Registration Certificate.

Step 3: Review by the Competent Authority

Upon receiving the complete dossier from the investor, the competent authority will review the validity of the dossier for amending the investment project. If the dossier is incomplete or inaccurate, the authority will request and guide the investor to revise or supplement it.

Step 4: Receive the Result

After the review period, if the dossier is valid, the competent authority will issue an amended Investment Registration Certificate reflecting the updated project information to the investor.

If the amendment is rejected, the competent authority must notify the investor in writing, clearly stating the reasons for rejection.

3. Dossier for Amending an Investment Project

When intending to amend an investment project, investors must prepare all relevant documents corresponding to the amended contents, including:

• A written request to amend the investment project;
• A report on the implementation status of the investment project up to the time of amendment;
• The investor’s decision to amend the investment project;
• Explanations and supporting documents related to the following amendments:
  • When changing the project’s implementation location, the investor must provide documents related to the new location, such as a lease agreement, land lease contract, office lease contract, land use right certificate, or equivalent documents proving the lessor’s leasing rights;
  • When changing the project’s name or the investor’s name, the investor must provide relevant documents, such as a copy of the investor’s passport (for individuals) or a copy of the Enterprise Registration Certificate or Certificate of Information Change (for organizations);
  • When changing the investment capital, the investor must provide related documents, such as financial statements, bank confirmation of additional capital contributions, or an explanation of the capital change;
  • Other documents related to the amended contents.

4. Competent Authority

Article 39 of the Investment Law 2020 specifies the authorities competent to amend the Investment Registration Certificate, including:

• The Management Authority of Industrial Parks, Export Processing Zones, High-Tech Zones, or Economic Zones receives and amends the Investment Registration Certificate for investment projects within industrial parks, export processing zones, high-tech zones, or economic zones.
• The Department of Planning and Investment where the investor has or plans to establish its headquarters or executive office to implement the investment project receives and amends the Investment Registration Certificate.

5. Important Notes

• The authority that issued the Investment Registration Certificate is also competent to amend it.
• When amending the project’s objectives or scale, the investor must demonstrate the necessity and feasibility of the changes. In addition to the above documents, depending on the specific case, the competent authority may request additional documents.
• If the amended project falls under the authority of the Prime Minister for approval due to the investment sector not being included in the approved plan or not meeting the investment conditions prescribed by law, the issuing authority must submit the amendment to the Prime Minister for a decision before amending or supplementing the Investment Registration Certificate.
• If the amendment involves a conditional investment sector, the issuing authority must obtain appraisal opinions from relevant ministries or agencies before amending or supplementing the Investment Registration Certificate.

6. Legal Basis

• Investment Law 2020;
• Decree 31/2021/NĐ-CP guiding the Investment Law;

Circular 03/2021/TT-BKHĐT regulating templates for documents and reports related to investment activities in Vietnam, investment from Vietnam abroad, and investment promotion.

Disclaimer:

This article is intended for informational purposes only and does not constitute legal advice from HTH & Partners. The content represents the views of HTH & Partners and is subject to change without prior notice.

The legal provisions referenced in this article were valid at the time of publication but may have been amended or repealed by the time of reading. We strongly recommend consulting a qualified legal professional before applying any information contained herein.