ASK
I have a land of 100 m 2 , this year I intend to contribute capital to a limited company. Since I don’t have cash capital, I intend to contribute capital with land use rights. I want to ask, what are the procedures required to contribute capital with land use rights?
ANSWER
DHP LAW would like to answer your questions as follows:
Point a, Clause 1, Article 36 of the Law on Enterprises 2014 has the following provisions:
“1. Members of limited liability companies, partnerships and shareholders of joint-stock companies must transfer ownership of assets contributed as capital to the company in accordance with the following provisions:
- a) For assets with registered ownership or land use right value, the capital contributor must carry out procedures for transferring the ownership of such property or land use rights to the company at a competent state agency…”.
Accordingly, for assets that are the value of land use rights, you must carry out procedures for transferring land use rights to the company at a competent state agency.
Procedures for capital contribution with land use rights:
– Step 1: Valuing the assets contributed as capital
Assets contributed as capital are valued on the basis of specific criteria as follows:
+ Assets contributed as capital may be valued by capital contributors of the company on the principle of consensus or vote.
+ Hire a professional valuation organization to value assets contributed as capital to the business.
The determination of the value of capital contribution must be made in a record of determining the value of capital contributed by the capital contributor. The members of the company must be jointly responsible for the results of the valuation of contributed assets.
– Step 2: After making a capital contribution contract at a competent state notary office, the enterprise must carry out procedures for registration of capital contribution with the value of land use rights at the competent land registration office.
An application file for registration of capital contribution with the value of land use rights includes:
+ An application for registration of changes in land use (according to the form);
+ Certificate of land use right (original and photocopy);
+ Contract for capital contribution equal to the value of land use rights and land-attached assets (02 notarized originals);
+ A copy of the business registration certificate of the enterprise, personal papers (copy of ID card, household registration book, etc.) of the capital contributor if it is an individual;
+ Power of attorney has been notarized and authenticated.
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