PROCEDURE FOR CAPITAL CONTRIBUTION, CAPITAL AND SHARE PURCHASE IN VIETNAM

Pursuant to current Investment Law, foreign investors with demand to contribute capital, purchase shares, or capital contributions from Vietnamese economic organizations will have to carry out the prescribed procedures. Then, who have obligation to carry out the procedures for registering capital contribution, capital and share purchase and how is the procedure?

When to register for capital contribution, capital and share purchase?

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

– The capital contribution, capital and share 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, capital and share 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 capital 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, capital and share purchase

Objects to implement the procedure for registration on capital contribution, capital and share purchase:

Economic organizations with foreign investors implementing capital contribution, capital and share purchase.

Competent agency to process the registration documents:

Investment registration agency where the economic organization’s head office is located

The implementation procedure:

– Preparing and submitting the registration dossiers for capital contribution, capital and share purchase, including:

+ Registration form for capital contribution, contributed capital purchase, which contains: 

+ A registration form for capital contribution/purchase of shares/stakes, which contains: enterprise registration information of the business organization to which the foreign investors expects to contribute capital or whose shares/stakes are expected to be purchased by the foreign investors; business lines; list of owners, members and founding shareholders, list of owners, members and founding shareholders that are foreign investors (if any); holding of charter capital by foreign investors before and after the capital contribution/purchase of shares/stakes in the business organization; expected transaction value of the contract for capital contribution/purchase of shares/stakes; information about the business organization’s investment project (if any);

+ Copies of legal documents of the individual or organization that contributes capital or purchases shares/stakes and of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;

+ A principal agreement on capital contribution or purchase of shares/stakes between the foreign investors and the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors or between the foreign investors and the shareholders or members of such business organization.

+ A copy of the certificate of land use rights of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors (in the case specified).

Time limit for processing procedures:

15 days from the date of receipt of a valid application for registration of capital contribution, capital and share purchase.

>> DOSSIER FOR CAPITAL CONTRIBUTION AND SHARE PURCHASE IN VIETNAM https://linconlaw.vn/dossier-for-capital-contribution-and-share-purchase-in-vietnam/

>> LEASE PURCHASE OF OFF-PLAN HOUSING AND GUARANTEE ISSUES https://linconlaw.vn/lease-purchase-of-off-plan-housing-and-guarantee-issues/

Procedures for changing business registration content

After the foreign investor is approved on capital contribution, contributed capital purchase, the economic organization with the foreign investor contributing capital or purchasing capital contributions shall carry out procedures to change members at the business registration agency according to regulations of Law.

The rights and obligations of foreign investors as members of economic organizations will be established when the procedure for changing members is completed.