Investment procedures of foreign investors in the form of capital contribution, share purchase, capital contribution

Foreign investors participate in investing in Vietnam through many different forms. One of the popular forms is that foreign investors contribute capital or buy shares to establish new businesses in Vietnam or to own shares or capital contributions in operating enterprises. So, how is this procedure regulated by law? The following article will briefly summarize the procedures for capital contribution and share purchase for foreign investors in accordance with the law for clarity.

Cases in which the procedures for registration of capital contribution, purchase of shares or contributed capital must be carried out

Foreign investors investing in the form of capital contribution, purchase of shares or contributed capital in economic organizations are not required to carry out procedures for issuance of an Investment Registration Certificate.

Investors shall carry out procedures for registration of capital contribution, purchase of shares or capital contribution to economic organizations in the following cases:

Foreign investors contribute capital, purchase shares, or contribute capital to economic organizations engaged in conditional investment lines, for foreign investors. Information on investment conditions for foreign investors has been publicly updated by the Ministry of Planning and Investment of Vietnam on the National Information System on Foreign Investment at dautunuocngoai.gov.vn.
The contribution of capital, purchase of shares or capital contribution leads to foreign investors, economic organizations that already have foreign investors holding 51% or more of the charter capital in this economic organization. 51% or more of charter capital of an economic organization (including new capital contribution and increase in ownership rate).

In the case of capital contribution or share purchase other than those mentioned above, the foreign investor is not required to carry out the procedures for registration of capital contribution or share purchase, but only needs to carry out the procedures for changing the contributed capital as in the following cases: domestic company.

Chart of the proportion of attracting foreign investment capital in industries of the economy

Dossier for registration of capital contribution, share purchase, contributed capital portion

Dossier for registration of capital contribution or share purchase includes:

A written registration for capital contribution, share purchase or capital contribution, including the following contents: information about the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution; rate of ownership of charter capital of foreign investors after capital contribution, purchase of shares or capital contribution to economic organizations;

A copy of the identity card, identity card or passport for the investor being an individual; copy of Certificate of Incorporation or other equivalent document certifying legal status for investor being an organization.

Handling agency : Department of Planning and Investment where the economic organization’s head office is located;

Processing time : 15 days from the date of receiving complete and valid dossiers.

Note : Economic organizations with foreign investors contributing capital, buying shares or capital contributions are not required to carry out the procedures for granting or adjusting the Certificate of Investment Registration or deciding on investment policies for these enterprises. investment projects implemented before the time foreign investors contribute capital, purchase shares or contributed capital.

Legal basis: