To: Provincial\r\nDepartments of Planning and Investment

In response to enquiries in the Official Dispatches\r\nof some Provincial Departments of Planning and Investment about the charter\r\ncapital written in Enterprise Registration Certificate of enterprises that\r\nconvert the Investment License, Investment Certificate (which is also the\r\nBusiness Registration Certificate) or another document of equivalent validity\r\ninto Enterprise Registration Certificate, the Ministry of Planning and\r\nInvestment of Vietnam gives opinions hereunder:

Pursuant to the provisions in Appendixes IV-2,\r\nIV-3, IV-4, IV-5 enclosed with the Circular No. 20/2015/TT-BKHDT dated December\r\n01, 2015 of the Ministry of Planning and Investment of Vietnam prescribing\r\nenterprise registration, the charter capital in the Enterprise Registration\r\nCertificate shall be expressed in VND and foreign currencies (if any).

Pursuant to the provisions of Point b Clause 2\r\nArticle 61 of the Government’s Decree No. 118/2015/ND-CP dated November 12,\r\n2015 elaborating and providing guidelines on certain Articles of the Investment\r\nLaw, the Enterprise Registration Certificate contains the business registration\r\ninformation in the Investment License, Investment Certificate (which is also\r\nthe Business Registration Certificate) or another document of equivalent\r\nvalidity.

Accordingly, the charter capital shall be written\r\nin the Enterprise Registration Certificate as follows:

1. In case the charter capital in the Investment\r\nLicense, Investment Certificate (which is also the Business Registration\r\nCertificate) or another document of equivalent validity is expressed in foreign\r\ncurrency and VND or vice versa, business registration authorities shall write\r\ninformation on the charter capital in that Investment License, Investment\r\nCertificate (which is also the Business Registration Certificate) or another\r\ndocument of equivalent validity in the Enterprise Registration Certificate\r\nissued to enterprises.

2. In case the charter capital in the Investment\r\nLicense, Investment Certificate (which is also the Business Registration\r\nCertificate) or another document of equivalent validity is expressed in foreign\r\ncurrency only:

Pursuant to the provisions in Point e Clause 1\r\nArticle 67 of the Circular No. 200/2014/TT-BTC dated December 22, 2014 of the\r\nMinistry of Finance of Vietnam providing guidelines on corporate accounting, if\r\nan enterprise’s accounting book and financial statements are expressed in VND\r\nbut an investor contributes capital in foreign currency according to the\r\ncapital contribution schedule, the contributed capital shall be converted into\r\nVND according to the actual exchange rate on the contribution date and recorded\r\nas paid-in capital or share premium (if any). The credit balance of account 411\r\n“Paid-in capital” derived from foreign currencies shall not be reassessed\r\nduring the enterprise’s operation.

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Pursuant to the provisions in Point 1.3 Clause 1\r\nArticle 69 of the Circular No. 200/2014/TT-BTC, the actual exchange rate upon\r\ncapital contribution or receipt is the foreign currency buying rate quoted on\r\nthe contribution date by the bank where the enterprise's account is opened to\r\nreceive capital contributed from investors.

Pursuant to the abovementioned provisions, the\r\ncharter capital in VND written in the Enterprise Registration Certificate shall\r\nbe converted from the charter capital in foreign currency written in the\r\nInvestment License, Investment Certificate (which is also the Business\r\nRegistration Certificate) or another document of equivalent validity according\r\nto the actual exchange rate on the day on which the capital is actually\r\ncontributed by the enterprise's owner, its members or shareholders. Capital\r\ncontribution rate of the enterprise's member or shareholder is the ratio of\r\nthat member or shareholder's contributed capital in foreign currency to the\r\nenterprise’s charter capital in foreign currency.

Pursuant to the provisions in Clauses 1, 2 Article\r\n4 of the Government’s Decree No. 78/2015/ND-CP dated September 14, 2015\r\nprescribing enterprise registration, the enterprise’s founder or the enterprise\r\nshall complete documents included in the application for enterprise\r\nregistration and assume legal responsibility for the legitimacy, truthfulness,\r\nand accuracy of information therein. The business registration authority is\r\nresponsible for the validity of the application for enterprise registration,\r\nnot violations against the law committed by the enterprise or the enterprise’s\r\nfounder.

Provincial Departments of Planning and Investment\r\nare kindly requested to instruct Business Registration Offices to comply with\r\nguidelines herein./.

BY ORDER OF\r\n MINISTER
\r\n CHIEF OF OFFICE
\r\n
\r\n
\r\n
\r\n
\r\n Tong Quoc Dat