Capital contribution, share acquisition, or acquisition of capital contribution in Vietnamese enterprises is one of the most common forms of investment by foreign investors. However, not every transaction is subject to registration with the competent state authority. Under the Law on Investment 2025, foreign investors are only required to carry out the registration procedure prior to the transaction in certain prescribed circumstances.

1. Applicable Cases

Pursuant to Clause 3, Article 21 of the Law on Investment 2025, a foreign investor must complete the registration procedure for capital contribution, share acquisition, or acquisition of capital contribution prior to the transaction if any of the following circumstances applies:

• The capital contribution, share acquisition, or acquisition of capital contribution results in an increase in the foreign investor’s ownership ratio in an economic organization conducting business in sectors or trades subject to market access conditions applicable to foreign investors;
• Following the transaction, the foreign investor or a foreign-invested economic organization will hold more than 50% of the charter capital of the enterprise, or although already holding more than 50% of the charter capital, further increases its ownership ratio;
• The target enterprise possesses land use rights over islands, border areas, coastal areas, or other locations affecting national defence and security as prescribed by law.

Where the transaction does not fall within any of the above circumstances, the foreign investor is not required to register with the investment registration authority and is only required to complete the procedures for changing the company’s members or shareholders in accordance with the laws on enterprises.

2. Competent Authorities

Depending on the location where the investment activity is carried out, the application dossier shall be received and processed by one of the following authorities:

• The Department of Finance of the province or centrally governed city where the target enterprise is headquartered; or
• The Management Board of an industrial park, export processing zone, high-tech park, or economic zone, where the investment project falls within its management authority in accordance with applicable laws.

The competent authority is responsible for reviewing the validity of the application dossier, assessing compliance with market access conditions applicable to foreign investors, and considering national defence and security factors, where applicable.

3. Procedures

Step 1. Preparation of the Application Dossier

Responsible Party: The foreign investor or the economic organization receiving the capital contribution (or its authorized representative).

Implementation: Prepare a complete application dossier in accordance with the Law on Investment 2025 and Circular No. 55/2026/TT-BTC.

Step 2. Submission of the Application

Responsible Party: The foreign investor or its authorized representative.

Implementation: Submit the application dossier directly, via postal service, or through the National Investment Information System (where online submission is available) to the competent authority.

Step 3. Examination of the Application

Responsible Party: The competent authority.

Implementation: The competent authority shall examine:

• Compliance with market access conditions applicable to foreign investors;
• The post-transaction ownership ratio;
• National defence and security conditions (where applicable);
• The completeness and validity of the application dossier.

Processing Time: Within 10 working days from the date of receipt of a valid and complete application dossier.

Step 4. Enterprise Registration Amendment

Responsible Party: The target enterprise receiving the capital contribution.

Implementation: Upon obtaining the written approval, the enterprise shall carry out the procedures for registration of changes to its members or shareholders with the Business Registration Authority in accordance with the laws on enterprises.

Time Limit: As prescribed by the Law on Enterprises and regulations on enterprise registration.

4. Application Dossier

Pursuant to Clause 3, Article 76 of Decree No. 96/2026/ND-CP, the application dossier for registration of capital contribution, share acquisition, or acquisition of capital contribution comprises:

No.	Documents	Legal Form
1	Application for registration of capital contribution, share acquisition, or acquisition of capital contribution in the prescribed form	Original
2	Legal documents of the foreign investor (for an individual), or legal documents of the organization and its legal representative (for an institutional investor)	Notarized copy
3	Agreement or contract on capital contribution or transfer of shares/capital contribution (if any)	Notarized copy
4	Declaration regarding the land use rights of the target enterprise (where national defence and security assessment is required)	Original
5	Power of Attorney authorizing the person carrying out the procedures (if any)	Original

Notes:

• Documents issued by foreign authorities must be consular legalized (unless exempted under an international treaty or the principle of reciprocity) and translated into Vietnamese in accordance with Vietnamese law.
• The detailed composition of the application dossier shall comply with the forms promulgated together with Circular No. 55/2026/TT-BTC.

5. Outcome of the Procedure

Where the application dossier is valid and all statutory conditions are satisfied, the competent authority shall issue a Written Approval for the Capital Contribution, Share Acquisition, or Acquisition of Capital Contribution by the Foreign Investor.

If the application is rejected, the competent authority must issue a written notice clearly stating the reasons for such refusal.

Upon obtaining the written approval, the enterprise shall proceed with the registration of changes to its members or shareholders with the Business Registration Authority in accordance with the laws on enterprises.

Conclusion

Capital contribution, share acquisition, or acquisition of capital contribution by foreign investors is governed not only by the laws on enterprises but also by the laws on investment and the market access conditions applicable to foreign investors. Accordingly, before proceeding with any transaction, foreign investors should carefully determine whether the transaction falls within the cases requiring prior registration, ensure compliance with the applicable legal requirements, and prepare the application dossier in accordance with the prevailing regulations.