Issue of February 2024 – Update on Circular No. 25/2023/TT-BKHDT dated December 31, 2023 on amendment and supplementation of templates related to investment activities in Vietnam

Dear Valued Clients,

On December 31, 2023, the Ministry of Planning and Investment issued Circular No. 25/2023/TT-BKHDT (“Circular 25”) on amending and supplementing a number of articles of Circular No. 03/2021 /TT-BKHDT dated April 9, 2021, of the Minister of Planning and Investment prescribing templates for documents and reports related to investment activities in Vietnam, outward investment activities and investment promotion activities (“Circular 03”), effective from February 15, 2024.

In this Legal Update, we would like to summarize and clarify some notable amendments and supplements of Circular 25 that investors should pay attention.

1. For templates related to investment activities in Vietnam

Circular 25 has amended and supplemented templates related to investment activities in Vietnam specified in Appendix A of Circular 03[1]. Accordingly, there are 09 forms related to investment activities in Vietnam applicable to investors as follows:

• Application for investment project execution (Template A.I.1);
• Investment project proposal (Applicable to projects subject to their investment guidelines set up by competent authorities) (Template A.I.2);
• Application for issuance of Investment Registration Certificate (Template A.I.6);
• Registration form for capital contribution/purchase of shares/stakes by foreign investors (Template A.I.7);
• Registration form for establishment of foreign investor’s operating office under business cooperation contract (Template A.I.8);
• Application for investment project adjustment (In case of full division, partial division, consolidation, merger or conversion of type of business organization) (Template A.I.11.dd);
• Application for investment project adjustment (In case of other adjustments) (Template A.I.11.h);
• Investor’s notice of investment project suspension (Template A.I.13);
• Notice of investment project termination (Template A.I.15).

2. For templates related to outward investment activities

In addition to amending and supplementing templates related to investment activities in Vietnam, Circular 25 also amends and supplements 09 forms related to outward investment activities specified in Appendix B of Circular 03[2]. As follows:

• Registration form for outward investment (Applicable to any applications for issuance of the outward investment registration certificate) (Template B.I.1);
• Application for adjustment of Outward Investment Registration Certificate (Applicable to any applications for adjustment of the Outward Investment Registration Certificate) (Template B.I.3);
• Report on outward investment (Applicable to any applications for adjustment of the Outward Investment Registration Certificate) (Template B.I.5);
• Outward investment decision (Applicable to investors being organizations/enterprises registering outward investment) (Template B.I.9);
• Notice of conduct of overseas investment activity (Template B.I.11);
• Notice of extension of time limit for transfer of profits earned from outward investment project to Vietnam (Template B.I.12);
• Application for invalidation of Outward Investment Registration Certificate (Template B.I.14);
• Application for re-issuance of Outward Investment Registration Certificate (Template B.I.15);
• Application for correction of Outward Investment Registration Certificate (Template B.I.16).

3. For templates related to investment promotion activities

Circular 25 amends and supplements 02 forms related to investment promotion activities specified in Appendix C of Circular 03[3]. That is (i) Report on results of execution of investment promotion program by Ministry/provincial People’s Committee (Template C.IV.2) and (ii) Report on implementation of commitments/investment agreements/investment guidelines by Ministry/provincial People’s Committee (Template C.IV.4)

Additionally, at Templates: A.I.1, A.I.5, A.I.6, A.I.7, A.I.8, A.I.9, A.I.10, A.I.11a, A.I.11b, A.I.11c, A.I.11d, A.I.11đ, A.I.11e, A.I.11g, A.I.11h, A.I.13, A.I.14 and A.I.21: For individual investors and legal representatives who are citizens of Vietnamese nationality or Vietnamese citizens who also have foreign nationality but choose to use Vietnamese nationality, only declare the following information: Full name, personal identification code, contact address, phone, email. For individual investors and legal representatives who are citizens with foreign nationality or Vietnamese citizens who also have foreign nationality but if you choose to use foreign nationality, declare the current information [4].

ENT Law LLC

The full version of this Legal Update can be found here.

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[1] Article 1.1 Circular 25.

[2] Article 1.2 Circular 25.

[3] Article 1.3 Circular 25.

[4] Article 1.4 Circular 25.