During its operations, a foreign-invested company in Vietnam may need to add new business lines to support its development strategy, expand its scope of operations or introduce new products and services.
Depending on the proposed activities, the enterprise may need to amend its investment registration certificate, business license or apply for additional sector-specific licences.
In this article, FISC will explain the conditions, required documents and procedures for adding business lines to a foreign-invested company in Vietnam.
Conditions for adding business lines
The proposed business lines must meet the following requirements:
- Be included in the Vietnam Standard Industrial Classification system and registered under the business codes that appropriately reflect the enterprise’s actual activities.
- Not fall within the list of prohibited business lines or sectors subject to restricted market access for foreign investors under Decree No. 31/2021/ND-CP.
- Where the proposed business line is included in the list of sectors subject to conditional market access under Section B, Appendix I of Decree No. 31/2021/ND-CP, the investor must fully satisfy the applicable conditions, such as foreign ownership ratios, investment forms, scope of operations, investor capacity or sector-specific licensing requirements.
- Satisfy the conditions under Vietnam’s WTO commitments, FTAs, AFAS and bilateral agreements between Vietnam and the investor’s country of nationality.
Procedure for adding business lines to a foreign-invested company
The following is the procedure for adding business lines to a foreign-invested enterprise, including adding business lines to the enterprise registration certificate and the investment registration certificate.
Adding business lines to the enterprise registration certificate
Step 1: Preparing the application
– Notification of changes to enterprise registration information.
– Decision on adding or changing business lines issued by:
- The company owner for a single-member limited liability company.
- The Chairperson of the Members’ Council for a multiple-member limited liability company.
- The general partners for a partnership.
- The Chairperson of the Board of Directors for a joint-stock company.
– A valid copy of the meeting minutes regarding the change or addition of business lines of:
- The Members’ Council for a multiple-member limited liability company.
- The General Meeting of Shareholders for a joint-stock company.
- The general partners for a partnership.
– Power of attorney authorising another person to submit the application and receive the result where the legal representative does not directly submit the application.
– Certified copy of the authorised person’s citizen identity card or passport.
Step 2: Submitting the application
The enterprise may submit the application using one of the following methods:
- Method 1: Submit the application directly to the Business Registration Division where the enterprise’s head office is located.
- Method 2: Submit the application online through the National Business Registration Portal.
After receiving the application, the competent authority is expected to issue a confirmation of changes to enterprise registration information within 5–7 working days. The actual processing time may be longer if the application needs to be amended or supplemented, or if additional explanations regarding the registered business lines are required.
Within 30 days from the date of issuance of the confirmation of the updated business lines, the company must publish the amended enterprise registration information on the National Business Registration Portal.
Adding business lines to the investment registration certificate
Step 1: Preparing the application
– Written request for amendment of the investment registration certificate.
– Report on the implementation of the investment project up to the date on which the amendment is requested.
– Decision and meeting minutes regarding the change or addition of business lines issued by:
- The company owner for a single-member limited liability company.
- The Members’ Council for a multiple-member limited liability company.
- The Board of Directors for a joint-stock company.
- The general partners for a partnership.
– Investment project proposal containing the following information:
- Investor implementing the project.
- Investment objectives.
- Investment scale.
- Investment capital.
- Capital mobilisation plan.
- Location.
- Duration.
- Investment schedule.
- Labour requirements.
- Assessment of the project’s socio-economic impact and effectiveness.
- Proposal for investment incentives.
– Certified copy of the investment registration certificate.
– Certified copy of the enterprise registration certificate.
*Notes:
– Individual investors must additionally submit a certified copy of their Citizen Identity Card or passport.
– Where the project operates in a conditional business sector, the application must include an explanation of the investor’s ability to satisfy the applicable investment conditions and the relevant supporting documents.
– For projects with an investment capital of VND 300 billion or more that do not operate in conditional investment sectors, an economic and technical explanation must also be submitted, including:
- Objectives.
- Scale.
- Investment location.
- Technology solutions and environmental solutions.
Step 2: Submitting the application
The enterprise submits the application directly to the Investment Registration Division of the Department of Planning and Investment where the enterprise’s head office is located.
The expected processing time is 15 working days from the date a complete and valid application is received. Where the enterprise applies to add conditional business lines, the processing time may be longer depending on the conditions applicable to the registered business lines and the contents of the project.
Business line registration services at FISC
Expanding the business lines of a foreign-invested enterprise requires a careful review of the applicable conditions and the enterprise’s existing legal documents to determine the correct procedure.
To optimize processing time and minimize the risk of having to amend the application multiple times, FISC’s business line registration service provides enterprises with comprehensive support, from identifying appropriate business codes and preparing amendment applications to completing the related procedures.
Contact us today to receive detailed advice from our team of experts.
Frequently Asked Questions
Can an enterprise be penalised for failing to notify or being late in updating its new business lines?
Yes. If an enterprise independently conducts a new business activity without completing the registration procedure or is late in notifying the business registration authority of the change, it may be subject to an administrative fine ranging from VND 3,000,000 to VND 30,000,000 under Decree No. 122/2021/ND-CP and be required to take corrective action.
Can an enterprise register multiple business lines at the same time?
Yes. An enterprise may register multiple additional business lines in the same application. However, each business line must still satisfy the applicable market access conditions, investment and business conditions, and corresponding sector-specific requirements.
Can a branch independently add a business line that has not been registered by the parent company?
No. The scope of a branch’s operations must be consistent with the business lines of the parent company. If the new business line has not yet been registered by the parent company, the parent company must first complete the procedure for adding the business line and then amend the branch’s scope of operations where necessary.
Are there any special conditions for adding “retail distribution rights”?
Yes. The retail sale of products to Vietnamese consumers is a conditional business activity. In addition to amending the Business License and the Investment Registration Certificate, the enterprise must complete the procedure for obtaining a Retail Licence issued by the Department of Industry and Trade before commencing the activity.
