INVESTMENT FORM OF CONTRIBUTING CAPITAL, SHARES OR STAKES IN VIETNAM

I. Forms of contributing capital by foreign investors into Vietnamese companies

Foreign investor includes a foreign individual, enterprise or foreign organization contributing capital to or buying shares from a company with 100% Vietnamese capital.

Foreign investors are entitled to contribute capital to Vietnamese companies in the following forms:

- Purchase of initially issued or additionally issued shares of a joint-stock company by purchase of shares of a joint-stock company from shareholders or the company;

- Contributing capital to a limited liability company by purchase of capital contributions of members in the company to become a member of the company;

- Contributing capital to the partnership by the purchase of capital contributions of partners in the partnership to become capital contributing members of the partnership;

- Contributing capital to Vietnamese companies in other ways. (Contribute with intellectual property rights, with equipment or technology transfer ...)

II. Procedures for foreign investors to contribute capital to a Vietnamese company

In case foreign investors register to contribute capital, purchase shares, or stakes into a 100% Vietnamese capital company

Step 1: The investor submits a dossier at the Investment Department - Department of Planning and Investment (ID-DPI) where the economic organization's head office is located to complete procedures for registration of capital contribution, share purchase, and capital contribution to the Company with 100% capital Vietnam.

In case the capital contribution, purchase of shares, or stakes of foreign investors meet the conditions that the DPI shall notify in writing within 15 days from the date of receipt of complete dossiers for investors. carry out procedures for changing shareholders and members according to the provisions of law. In case of failure to meet the conditions, the DPI shall notify the investor in writing, clearly stating the reason.

Step 2: After obtaining the certificate of approval from the IP-DPI, investors shall follow procedures of changing shareholders or members of the company on the Business Registration Certificate in accordance with the law at the Business Registration Office - Department of Planning and Investment.

In case foreign investors register to contribute capital, purchase shares, or contribute capital into a foreign-invested company in Vietnam:

Step 1: The investor submits the dossier to the ID-DPI where the economic organization is headquartered to complete procedures for registration of capital contribution, share purchase, and capital contribution to the Company with invested capital. foreign investment.

Step 2: After obtaining the certificate of approval from the IP-DPI

If the company has not yet split the investment certificate into an investment registration certificate and enterprise registration certificate, the investor shall carry out the procedures for splitting and issuing the enterprise registration certificate, registering a new company seal at Business Registration Office - Department of Planning and Investment.

Step 3: After separating the investment registration certificate and the enterprise registration certificate, the investor shall adjust the investment registration certificate at the investment licensing agency.

III. Payment by the assignee to the assignee of contributed capital

Pursuant to Circular No. 19/2014/TT-NHNN dated August 11, 2014, of the State Bank of Vietnam, the payment for the transfer of investment capital in an enterprise with foreign direct investment must: be made through the investment account of that enterprise. Therefore, when a foreign investor contributes capital to a Vietnamese company, it must open a foreign direct investment account at a bank in Vietnam; can be opened in VND or foreign currency, depending on the currency used to contribute capital to invest in the enterprise.

If customers have questions or need further information, please contact Doanh Tri Law firm through the following forms: 

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