Foreign investors contribute capital, buy shares, buy capital contributions to Vietnamese companies in what cases, order and procedures. In the following article, DHP Law Firm will send to readers and customers specific cases and procedures for foreign investors to contribute capital, purchase shares, and purchase capital contributions to Vietnamese companies.
- Case 1: In case foreign investors contribute capital, purchase contributed capital, purchase shares of less than 51% in enterprises in Vietnam, invest in business lines without conditions.
Enterprises only need to carry out the procedure for changing the Certificate of Business Registration (formerly known as the procedure for changing business registration).
Step 1 : Prepare documents:
– Notice of change of business registration contents;
– Decide on the change of members of the company;
– Minutes of the meeting on the change of members of the company;
– The transfer contract and documents certifying that the transfer has been completed, certified by the legal representative of the company;
– List of capital contributors or register of shareholders;
– Notarized copy of passport of new members contributing capital to the company (if any).
Step 2 : Carry out procedures at the Business Registration Office – Department of Planning and Investment where the enterprise is located:
– The enterprise submits the application at the business registration office where the enterprise is located.
– Within 03 working days from the date of receipt of the valid application, the business registration authority shall issue a new business registration certificate to the enterprise.
- Case 2: In case foreign investors contribute capital, purchase contributed capital, purchase shares, invest in business in conditional lines or in case foreign investors contribute capital or purchase shares , buying capital contribution to Vietnamese companies, leading to foreign investors holding more than 51% of charter capital.
Step 1 : Register for capital contribution, purchase of contributed capital, and purchase of shares in a Vietnamese enterprise at the Investment Registration Authority.
Prepared profile:
– 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.
Procedure:
– Investors submit dossiers at the Investment Registration Agency under the Department of Planning and Investment.
– Within 15 days from the date of receipt of a complete and valid dossier, the investment registration agency shall issue a Notice of satisfaction of conditions for the investor to contribute capital, purchase contributed capital, or purchase shares in a Vietnamese enterprise. .
Step 2 : Foreign investors make capital contribution, purchase shares and capital contribution to Vietnamese enterprises.
Step 3 : Change the Certificate of Business Registration to include foreigners in the business registration dossier submitted at the Business Registration Office – Department of Planning and Investment where the enterprise is located.
For legal assistance and/or enquiries, please contact:
DHP LAW
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