Following the trend of international integration, currently, buying shares and contributing capital in enterprises operating in Vietnam is a popular form of foreign investment in Vietnam. What are the forms and procedures for foreign investors to contribute capital and buy shares of Vietnamese companies? Please refer to the following article of DHP Law.
1. Forms of capital contribution, share purchase, purchase of capital contributions by foreign investors
Purchase of shares issued for the first time or additionally issued by a joint-stock company;
Contribute capital to limited liability companies, partnerships;
Buy shares of a joint stock company from the company or shareholder
Purchase of capital contributions from members of a limited liability company to become a member of a limited liability company;
Purchase capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership.
2. Cases in which foreign investors contribute capital, purchase shares, and purchase capital contributions of a Vietnamese company
a. Case 1: For the case where foreign investors contribute capital, buy contributed capital, buy 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 the new member’s passport to contribute 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 a valid application, the business registration authority shall issue a new business registration certificate to the enterprise.
b. Case 2: For the case where the foreign investor contributes capital, buys the contributed capital, buys shares, invests in the business of conditional lines or the case where the foreign investor contributes capital, buys shares, buys contributed capital to a Vietnamese company, leading to foreign investors holding more than 51% of the charter capital.
Step 1: Register for capital contribution, purchase of contributed capital, purchase of shares by foreign investors in Vietnamese enterprises at the Investment Registration Authority.
Preparation profile:
A written registration for capital contribution, share purchase or capital contribution shall contain the following contents:
+ Information about the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution;
+ The 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 Establishment 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 after receiving 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: Change the Certificate of Business Registration to add shareholders/members who are foreign investors in the business registration file.
Preparation profile:
Notice of Department of Planning and Investment accepting foreign investors to contribute capital, buy shares.
Passport of the foreign investor (for individuals) or consularly legalized business license (for organizations);
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.
Procedure:
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 a valid application, the business registration authority shall issue a new business registration certificate to the enterprise.
For assistance with procedures for capital contribution, share purchase, purchase of capital contribution from foreign investors, please contact us:
DHP . Law Firm
Address: 09.OT06 Landmark 4, Vinhomes Central Park, 720A Dien Bien Phu, Ward 22, Binh Thanh District, City. Ho Chi Minh, Vietnam.
Hotline: 0986.938.627
