Tiếng Việt
中文 (中国)
Article 24 of the Investment Law 2020 stipulates that investors have the right to contribute capital, buy shares, and purchase capital contributions from economic organizations. Accordingly, the activities of capital contribution, share purchase, and capital contribution purchase of economic organizations by foreign investors must fully satisfy the conditions listed below.
- Market access conditions for foreign investors according to regulations. Therefore, foreign investors are entitled to apply market access conditions as prescribed for domestic investors, except for industries that have not yet had access to the market, and industries with conditional market access.
- Market access conditions for foreign investors as prescribed in the List of industries restricted from market access for foreign investors include Foreign investor’s rate of ownership of charter capital in the economic organization; investment form; scope of investment activities; capacity of investors and partners participating in investment activities; Other conditions as prescribed in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government and international treaties to which Vietnam is a signatory.
- Ensure national defense and security in accordance with the law.
- Regulations of land law on conditions for receiving land use rights, conditions for using land in islands, communes, wards, border towns, coastal communes, wards, and towns.
According to the above regulations and conditions, when making capital contributions in Vietnam, investors need to meet the conditions on market access (in terms of investor nationality, percentage of contributed capital, and target – business sectors).
Forms of capital contribution, share purchase, purchase of contributed capital
Article 25 of the Investment Law 2020 stipulates that investors will be allowed to 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;
- Contributing capital to other economic organizations other than those specified above.
Investors may purchase shares or capital contributions from economic organizations in the following forms:
- Buying shares of a joint stock company from the company or shareholders;
- Buy the capital contribution of a member of a limited liability company to become a member of a limited liability company;
- Purchase of capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership;
- Purchase of capital contributions from members of other economic organizations that do not fall into the cases specified above.
Dossier of procedures for capital contribution and share purchase by foreign investors in Vietnam
Foreign investors wishing to contribute capital or purchase shares of Vietnamese enterprises will need to carry out the following procedures:
Step 1: Prepare documents
When performing capital contribution and share purchase activities in Vietnam, foreign investors will have to prepare a dossier of registration for capital contribution, and share purchase contribution, including the following information and documents:
- 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; transaction value of the contract of capital contribution, share purchase, capital contribution; information on investment projects of economic organizations (if any);
- A copy of the identity card, identity card, or passport for the investor being an individual; a copy of Certificate of Establishment or other equivalent document certifying legal status for the investor being an organization.
- Written agreement on capital contribution between foreign investors and economic organizations receiving the capital contribution.
Foreign investors contribute capital, purchase shares, and purchase capital contributions from economic organizations having land use right certificates in islands and border communes, wards, and townships; coastal communes, wards, and towns; other areas affecting national defense and security.
Step 2: Register to contribute capital, buy shares, contributed capital
Activities of capital contribution, purchase of shares and contributed capital portions, submission of registration dossiers for capital contribution, and purchase of shares and contributed capital portions are specified in Clause 2, Article 26 of the Law on Investment. Accordingly, the investor will submit the application for foreign investment registration to the Department of Planning and Investment where the economic organization with the foreign investor has contributed capital, buys shares, contributed capital, and is headquartered.
The Department of Planning and Investment will then review the application with the requirements on investment conditions for the investor and notify the investor. Accordingly, investors can carry out procedures to change shareholders and members in accordance with the law. In case the investor does not meet the conditions, the Department of Planning and Investment shall notify in writing the investor and clearly state the reason.
Step 3: An economic organization with foreign investors contributes capital, buys shares or capital contributions and carries out procedures for changing members and shareholders at the business registration office in accordance with the law on enterprises (for enterprises) and other laws (for economic organizations other than enterprises).
In addition, economic organizations with foreign investors contributing capital, buying shares, or capital contributions do not need to carry out procedures for granting or adjusting investment registration certificates or deciding on investment policies for investment projects that have been implemented before the time foreign investors contribute capital, purchase shares or capital contributions.
15 days from the date of receipt of a valid dossier, the Department of Planning and Investment where the economic organization’s head office is located will carry out procedures for registration of capital contribution, share purchase, and capital contribution for investors.
Implementation objects include:
- Foreign investors (individuals or organizations);
- Foreign-invested economic organizations fall into the following cases: There is a foreign investor holding 51% or more of the charter capital or the majority of general partners are foreign individuals, for the business organization is actually a partnership; Having an economic organization specified as Point an of this Clause holding 51% or more of its charter capital;
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