Foreign investment in the form of capital contribution, share purchase, capital contribution to economic organization is one of the forms of investment of foreign investors in Vietnam. Compared to the procedure of establishing a foreign-invested economic organization, the procedures for capital contribution, share purchase, capital contribution to economic organizations are somewhat simpler, so this form of investment is very popular with foreign investors. Let's find out some information about this form of investment!
Investment subject
According to the Provisions of the Law on Investment in 2020, foreign investors shall make investments in the form of capital contribution, share purchase, capital contribution to business organizations may be individuals with foreign nationality, organizations established under foreign laws to conduct business investment activities in Vietnam.
Forms of investment
According to the Provisions of the Law on Investment in 2020, foreign investors are allowed to invest in the following forms:
Form of capital contribution of foreign investors
- Purchase of first-time issued shares or additional issued shares of joint stock companies.
- Contribute capital to limited liability companies, partnerships.
- Contribute capital to other economic organizations
Form of share purchase, capital contribution of foreign investors
- Purchase of shares of a joint stock company from the company or shareholder.
- Purchase the capital contribution of members of a limited liability company to become a member of a limited liability company.
- Buy the capital contributed by other economic organization members.
Investment conditions
When carrying out procedures for capital contribution, share purchase, capital contribution in Vietnam, foreign investors must meet the following conditions:
Conditions for capital ownership ratio
Foreign investors may own unlimited charter capital in economic organizations, except in the following cases:
- The ownership rate of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
- The ownership rate of foreign investors in state-owned enterprises equitized or converted ownership in other forms in accordance with the law on equitization and conversion of state-owned enterprises;
- The ownership rate of foreign investors not in the above two cases shall comply with other relevant laws and treaties to which the Socialist Republic of Vietnam is a member.
Other conditions
- The form of investment, scope of activities, Vietnamese partners participating in the implementation of investment activities and other conditions as prescribed by the international treaty to which the Socialist Republic of Vietnam is a member.
- Market access conditions for foreign investors
- Ensuring national defense and security
- Provisions of the law on land on conditions for receiving land use rights and land use conditions in islands, communes, wards, border towns, communes, wards and coastal towns.
Implementation procedure
Step 1: Prepare the file
The dossier includes the following documents.
- Written registration of capital contribution, share purchase, purchase of capital portion.
- Copy of ID/CCCD or passport for an individual investor; copies of business registration certificates or other equivalent documents confirming legal status for investors who are organizations
- The written agreement on principles on capital contribution, share purchase, purchase of contributed capital between foreign investors and economic organizations with foreign investors contributing capital, buying shares, buying capital contributions or between foreign investors and shareholders or members of such economic organizations.
- A copy of the land use right certificate of an economic organization with foreign investors contributing capital, buying shares, purchasing contributed capital (if any).
Step 2: Register capital contribution, buy shares, contribute capital.
Investors contributing capital, buying shares and contributing capital shall submit dossiers to the Department of Planning and Investment where economic organizations have foreign investors contributing, buying shares and contributing capital based at their head offices.
Step 3: Change members and shareholders.
Economic organizations with foreign investors contribute capital, buy shares, contribute capital to carry out procedures for changing members and shareholders at the Business Registration Office – Department of Investment Planning where the company is registered.
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- Advice on investment conditions in Vietnam
- Consulting documents, necessary procedures for investment.
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