Pursuant to the Provisions of the Law on Investment 2020, the Enterprise Law 2020 and the documents guiding the implementation of the Investment Law and the Enterprise Law 2020 on foreign investors’ investment in the form of capital contribution, share purchase, capital contribution to Vietnamese companies are prescribed and implemented as follows:
1. Forms and conditions for capital contribution, purchase of shares, purchase of capital contributions to Vietnamese companies
- Conditions for foreign investors to contribute capital or buy shares in Vietnamese companies
Foreign investors contributing capital to Vietnamese companies must comply with the form of investment, scope of operations, partners of Vietnam and international treaties to which Vietnam is a member. Form of capital contribution, share purchase, purchase of capital contribution of foreign investors. Forms of capital contribution, share purchase or purchase of contributed capital by foreign investors are specified in Article 25 of the Law on Investment 2020:
- Purchase of first-time issued shares or additional shares of joint-stock companies;
- Capital contribution to limited liability companies and partnerships;
- Capital contribution to other economic organizations;
- Purchase of shares of joint-stock companies from companies or shareholders;
- Purchase of contributed capital of members of a limited liability company to become a member of a limited liability company;
- Purchase of contributed capital portions of capital contributing members in partnerships to become capital contributing members of partnerships;
- Purchase of capital contributions of members of other economic organizations other than those specified at Points a, b and c of this Clause.
2. Carry out procedures for registration of capital contribution or purchase of shares in Vietnamese companies in the following cases
In case investors have to carry out procedures for registration of capital contribution, purchase of shares or capital contribution to economic organizations
- Investors carry out procedures for registration of capital contribution, purchase of shares or capital contributions to economic organizations in the followingcases:
- Foreign investors contributing capital, buying shares and capital contributions to economic organizations operating in business investment sectors and professions are conditional on foreign investors;
- The capital contribution, purchase of shares or contributed capital leads to foreign investors or economic organizations in one of the following cases holding 51% or more of charter capital of economic organizations;
- Having foreign investors holding 51% or more of charter capital or having a majority of general partners being foreign individuals, for economic organizations being partnerships;
- There are economic organizations with foreign investors holding 51% or more of charter capital.
- Documents to prepare:
- A written registration of capital contribution, purchase of shares or contributed capital includes the following contents: information on the economic organization in which the foreign investor intends to contribute capital, purchase shares or contributed capital; the ratio of charter capital ownership of foreign investors after contributing capital, buying shares or capital contributions to economic organizations;
- A copy of the identity card, ID card or passport for the individual investor; a copy of the Establishment Certificate or other equivalent document confirming the legal position of the investor being an organization
- Procedures for registration of capital contribution, purchase of shares or contributed capital:
- Investors shall submit dossiers to the Department of Planning and Investment of the locality where the economic organization is headquartered;
- In case the capital contribution, purchase of shares or contributed capital of foreign investors meet the prescribed conditions, the Department of Planning and Investment shall notify in writing within 15 days from the date of receiving sufficient dossiers for investors to carry out procedures for change of shareholders , members as prescribed by law. In case of not meeting the conditions, the Department of Planning and Investment notified the investor in writing and clearly stated the reason.
- After completing the registration of capital contribution, purchase of shares, contributed capital, enterprises and investors carry out procedures for registration of changes in enterprise registration contents.
- In case investors do not have to carry out procedures for registration of capital contribution, purchase of shares or capital contributions to economic organizations
- Investors are not subject to procedures for registration of capital contribution, purchase of shares, contributed capital, implementation of procedures for change of shareholders and members in accordance with the provisions of law when contributing capital, buying shares or contributed capital of economic organizations. In case of need to register capital contribution, purchase of shares or contributed capital of economic organizations, investors shall comply with regulations.
