PROCEDURES FOR CAPITAL CONTRIBUTION, CONTRIBUTED CAPITAL PURCHASE REGISTRATION IN LIABILITY LIMITED COMPANY

Foreign investors with demand of capital contribution, contributed capital purchase in limited liability company from existing members will have to follow the prescribed procedures. Then, according to current regulations, how is the procedure for registration of capital contribution, contributed capital purchase?

In which cases, for capital contribution, contributed capital purchase in a limited liability company, registration procedures are required?

Foreign investors must carry out procedures for registration of capital contribution, contributed capital purchase in a limited liability company before changing members if:

– 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.

Objects to implement the procedure for registration on capital contribution, contributed capital purchase

Economic organizations with foreign investors contributing capital or purchasing contributed capital will prepare and submit applications for registration of capital contribution, contributed capital purchase in a limited liability company to competent state agencies.

Competent agency to process the registration documents

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

Procedures for registration of capital contribution, contributed capital purchase

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

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

+ Enterprise registration information of the business organization to which the foreign investors expects to contribute capital are expected to be purchased by the foreign investors;

+ 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 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;

– Principal agreement on capital contribution, contributed capital purchase between the foreign investors and the business organization to which foreign investors contribute capital or whose contributed capital are purchased by foreign investors 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 contribute capital or whose contributed capital are purchased by foreign investors (in the cases specified).

Competent agency handling procedures for capital contribution registration and capital contribution purchase:

Within 15 days from the date of receiving the valid application for registration of capital contribution, contributed capital purchase, the competent authority shall send a written notification to the investor.

>> VALUATION OF CONTRIBUTED ASSETS INTO A COMPANY https://linconlaw.vn/valuation-of-contributed-assets-into-a-company/

Procedures for changing business registration content after completing the registration of capital contribution, contributed capital purchase

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.