DOSSIER FOR CAPITAL CONTRIBUTION AND SHARE PURCHASE IN VIETNAM

Capital contribution and share purchase is a popular form of investment. To ensure legal status and prevent risks during future operations, when contributing capital and purchasing shares in joint stock companies by foreign investors, it is necessary to fully comply with laws prescribed procedures.

When to register for capital contribution and share purchase?

Procedures on registration of capital contribution and share purchase are carried out in one of the following cases:

– The capital contribution, contributed capital purchase leads to the increase in the ownership ratio of foreign investors in enterprises conducting business lines with conditional market access for foreign investors;

– The capital contribution, contributed capital purchase leads to holding more than 50% of the charter capital of a foreign-invested economic organization:

+ The holding of charter capital by the foreign investor is increased from less than or equal to 50% to over 50%;

+ The holding of charter capital by the foreign investor is increased while such foreign investor is holding over 50% of the charter capital of the business organization.

(*) In particular, economic organizations with foreign investment include economic organizations that: Over 50% of its charter capital is held by a foreign investor(s) or, in case of a partnership, the majority of its general partners are foreigners; There is an economic organization with foreign investors holding more than 50% of charter capital or a majority of partners being foreign individuals holding more than 50% of charter capital; There are foreign investors and economic organizations with foreign investors holding more than 50% of charter capital or the majority of partners are foreign individuals holding more than 50% of charter capital.

– The foreign investor contributes capital, purchases shares or stakes of a business organization that holds a certificate of rights to use land on an island or in a border or coastal commune, or in another area that affects national defense and security.

Procedures on registration of capital contribution and share purchase

– The economic organization with foreign investors investing capital, purchasing shares, prepare and submit applications for registration of capital contribution, purchase of shares, and submit documents to the Investment Registration Authority where the headquarter of the economic organization is located.

– The competent authority will process the application within 15 days from the date of receiving the valid application for registration of capital contribution and share purchase.

Noted that, after approved to contribute capital and purchase shares, foreign investors need to implement the procedures to change shareholders at the Business Registration Agency according to the provisions of laws.

>> CONDITIONS FOR CAPITAL CONTRIBUTION, PURCHASE OF SHARE, CONTRIBUTED CAPITAL https://linconlaw.vn/conditions-for-capital-contribution-purchase-of-share-contributed-capital/

>> CHANGING COMPANY ADDRESS OF MULTIPLE-MEMBER LLC https://linconlaw.vn/changing-company-address-of-multiple-member-llc/

Registration dossier of capital contribution and share purchase

– Registration form for capital contribution and share purchase, which contains: 

+ Enterprise registration information of the business organization to which the foreign investors expects to implement the capital contribution and share purchase;

+ Business lines;

+ List of owners, members, list of owners, members that are foreign investors (if any);

+ Holding of charter capital by foreign investors before and after the capital contribution, contributed capital purchase in the business organization;

+ Expected transaction value of the contract for capital contribution, contributed capital purchase;

+ Information about the business organization’s investment project (if any);

– Legal documents of the individual or organization to implement the capital contribution and share purchase and of the business organization to which foreign investors expect to implement the capital contribution and share purchase;

– Principal agreement on capital contribution, contributed capital purchase between the foreign investors and the business organization to which foreign investors expect to implement the capital contribution and share purchase or between the foreign investors and the shareholders or members of such business organization.

– Certificate of land use rights of the business organization to which foreign investors expect to implement the capital contribution and share purchase (in the cases specified).