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. So what are the forms and procedures for foreign investors to contribute capital and buy shares of Vietnamese companies? Please refer to the content of the article below of the DHP Law.
1. Forms of capital contribution, share purchase, purchase of capital contributions from foreign investors
- Buy shares issued for the first time or additionally issued shares of 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 of 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 or purchase capital contributions of 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 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.
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, purchase shares, purchase contributed capital to Vietnamese companies, leading to foreign investors holding more than 51% of 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.
Prepared 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 contributed capital;
+ 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 complete and valid dossiers, the investment registration agency shall issue a Notice of satisfaction of conditions for investors to contribute capital, purchase contributed capital, or purchase shares in Vietnamese enterprises.
Step 2: Change the Certificate of Business Registration to add shareholders/members who are foreign investors in the business registration file.
Prepared profile:
- Notice of Department of Planning and Investment accepting foreign investors to contribute capital, buy shares.
- Foreign investor’s passport (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 by 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, Ho Chi Minh City, Vietnam.
Hotline: 0986.938.627
