Change the Business Registration Certificate

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sblaw
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This is with regards to your email from which you requested us to advise for your company(hereinafter referred to as “Client”) to change the Business Registration Certificate (hereinafter referred to as “BRC”) regarding to the supplemental capital contribution of a Korea investor (hereinafter referred to as “the investor”) into your company and changing name of your company.

Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.

1. OUR PRELIMINARY COMMENTS

According to information provided by Client, we understand that, main business activities of Client are (i) Producing basic chemicals; (ii) Producing paint, varnish and similar paint substances; producing printing ink and mastic resin; and (iii) Building other civil engineering works.

According to our practical experience, possibility of success of Client to change the BRC shall very much depend on following factors:

–          Business activities of Client must not fall in list of services or business activities prohibited or inhibited from involvement by Foreign Investors. These business activities shall be removed from the BRC in the process of adjusting BRC.

–          The investor must have enough financial ability to contribute capital into APT Vietnam;

–          The investor must have good financial ability which is shown in the Audited Financial Statement of the Investor for 02 recent years and bank account statement. If the investor is an individual, a bank account statement shall be required;

–          The investor must provide sufficient documents proving that the investor has finished the capital contribution as registered with competent authority;

–          With regard to changing name of Company, you have to find a name that is not same with any name of any companies in Vietnam.

We also would like to note that, the total process can be lasted within 15 working days from submission date of application dossier, exclusive of required time duration for supplementation of required document. In fact, the time duration can be longer due to that the Competent Authority need to consult relevant Authorities.

2. SCOPE OF WORKDS 

With regards to the change of BRC, our scope of work shall be as follows:

Preparation of the application documents:

  • Notifying application documents required in accordance with Vietnamese law;
  • Drafting application documents required for submission purpose including resolution of the Member’s council, joint venture contract, corporate charter, application, the capital assignment agreement, etc;
  • Liaising with the Client to discuss the draft application documents;
  • Amending the application documents based on your comments;
  • Obtaining preliminary comments from the licensing authority on the draft application documents;
  • Finalizing the application documents following comments from the licensing authority; and
  • Translating the final version of the application documents into Vietnamese for execution.
Licensing procedures:

  • Submitting the application dossier to the licensing authority on your behalf;
  • Monitoring and following up with the relevant authorities on the approval process;
  • Keeping you updated on the developments and additional requirements, if any; and
  • Assisting you in obtaining the Amended BRC having new investors as the owner of APT Vietnam.
Post-licensing procedures:

Upon the issuance of the Amended BRC, the Company shall be required to carry out immediate administrative procedures.

Our services include:

  • Updating the Tax Code Registration to tax authority; and
  • Placing an announcement on the Amended BRC of Company in the newspaper.

 

The roadmap for the change of BRC can be described in following steps as follows:

  • Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 04 working days.
  • Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. It shall take about 15 working days from submission of application dossier to the competent authority to grant the Amended Business Registration Certificate.
  • Updating the Tax Code Registration: We shall assist you in updating the Tax Code Registration upon completion of amendment of Certificate of Business Registration.

 

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