Investment in capital contribution, share purchase, and purchase of contributed capital is one of the investment forms in Vietnam by foreign investors. Specifically, what is the procedure for capital contribution by foreign investors?
Forms of capital contribution by foreign investors
Foreign investors satisfying the following regulations have the right to contribute capital, purchase shares, or purchase capital contributions of economic organizations:
- Market access conditions for foreign investors are specified in Article 9 of this Law;
- Ensuring national defense and security according to regulations;
- Regulations of land law on conditions for receiving land use rights, conditions for using land in islands, communes, wards, border towns, communes, wards, and coastal townships.
According to Clause 1, Article 25 of the Law on Investment in 2020, foreign investors may contribute capital to economic organizations in the following forms:
- Buy shares issued for the first time or additionally issued shares of a joint-stock company;
- Contribute capital to limited liability companies, and partnerships;
- Contribute capital to other economic organizations (not in the cases mentioned above).
Investment procedures in the form of capital contribution
Investors contributing capital to economic organizations must satisfy the conditions and carry out the procedures for changing members and shareholders according to the provisions of law corresponding to each type of economic organization.
Foreign investors are required to register for a capital contribution before changing members or shareholders if they fall into one of the following cases:
- The capital contribution increases the foreign investors’ ownership ratio in economic organizations doing business in lines and trades with conditional market access for foreign investors;
- The capital contribution leads to an increase in the foreign investor’s share of charter capital from less than or equal to 50% to over 50%; increase the rate of ownership of charter capital of foreign investors when foreign investors already own more than 50% of charter capital in economic organizations;
- Foreign investors contribute capital to economic organizations with land use rights certificates in islands and border communes, wards, and townships; coastal communes, wards, and towns; other areas affecting national defense and security.
Specifically, procedures for registration of capital contribution are carried out as follows according to Official Letter No. 8909/BKHĐT-PC:
Step 1: Prepare 01 set of capital contribution registration documents, including:
- A written registration of capital contribution with the following contents: information on the business registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution; business; list of founding shareholders, list of shareholders being foreign investors (if any); rate of ownership of charter capital of foreign investors before and after capital contribution, purchase of shares or capital contribution to economic organizations; transaction value of the contract of capital contribution, share purchase, capital contribution; information on investment projects of economic organizations (if any);
- Copies of legal papers of individuals, capital-contributing organizations, and economic organizations to which foreign investors contribute capital;
- Written agreement on capital contribution between foreign investors and economic organizations receiving capital contribution;
- Declaration document (enclosed with a copy) Certificate of land use right of the economic organization receiving capital contribution from foreign investors (for cases related to national defense, security, island land, commune, ward, a border town, commune, ward, coastal town).
Step 2: Submit the application file at the Department of Planning and Investment where the economic organization receiving capital contribution is located.
If not falling into the cases mentioned above, the procedures for changing shareholders or shareholders shall be carried out when contributing capital to economic organizations. If there is a need to register for capital contribution, follow the above procedure.
Based on the written approval of the Investment Registration Authority, economic organizations with capital contributions by foreign investors shall carry out procedures for changing members and shareholders at the Business Registration Office – Department of Planning and Investment.
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