Investment Procedures for a Foreign Organizational Investor Contributing Capital to an Existing Company in Vietnam
Question from client:
Company A is operating in AMATA Industrial Park, Dong Nai, as a single-member limited liability company with 100% foreign-owned capital.
The company now wishes to receive additional foreign investment capital to increase its charter capital through an OBU investment structure.
What are the required procedures, application documents, and conditions that must be satisfied?
Lawyer’s Response: Regarding OBU Investment by a Foreign Organizational Investor into an Existing Vietnamese Company
Implementation Process:
When carrying out an OBU investment transaction, whereby a foreign organizational investor contributes capital to a company already operating in Vietnam, the procedures are generally implemented in the following stages:
Stage 1
Register the capital contribution, share purchase, or acquisition of contributed capital by the foreign investor in the Vietnamese enterprise.
Stage 2
Amend the Enterprise Registration Certificate (ERC), including:
– Conversion of the company type from a Single-Member Limited Liability Company to a Multi-Member Limited Liability Company; and
– Increase of charter capital.
Stage 3
Amend the Investment Registration Certificate (IRC), including adjustments relating to:
– Investor information;
– Investment capital;
– Investment project objectives.
Processing time for completing investment procedures:
Approximately 30 to 45 days from the date a complete and valid application dossier is submitted.
Legal dossier and required conditions:
- Documents of the Foreign Investor
– Business Registration Certificate / Certificate of Incorporation – 02 notarized copies, consularly legalized, and translated into Vietnamese.
– Bank balance confirmation showing an amount equal to or greater than the intended investment capital – 02 notarized copies, consularly legalized, and translated into Vietnamese; or audited financial statements for the most recent two fiscal years – 02 notarized copies, consularly legalized, and translated into Vietnamese.
– Passport of the person appointed to manage the contributed capital in Vietnam – 02 notarized copies, consularly legalized, and translated into Vietnamese.
- Documents of the Capital-Receiving Company (Company A)
– Enterprise Registration Certificate (ERC) – 01 certified true copy.
– Investment Registration Certificate (IRC) – 02 certified true copies.
– Audited financial statements for 2025 and tax reports for Quarters 1, 2, and 3 of 2026 (prepared, signed, and sealed by the company).
– Certificate of Land Use Rights, Ownership of Residential House(s), and Other Assets Attached to Land – 02 certified true copies (if any).
– Passport of the Legal Representative of Company A – 02 certified true copies notarized/certified in Vietnam.
Contact Us for Advice and Assistance Regarding OBU Investment Procedures
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