Foreign investors contribute capital, buy shares in Vietnam

Foreign investors have rights to contribute capital, buy shares or capital contribution in business organizations in Vietnam.

To help our clients who need relevant information, Viet An Law Firm collect and provide some regulations as follows:

Methods for foreign investors to contribute capital, buy shares or capital contribution:

• Buy shares of joint-stock companies through IPOs or additional issuance;
• Contribute capitals to limited liability companies and partnerships;
• Buy shares of joint-stock companies from the companies or their shareholders;
• Buy capital contributions of limited liability companies and become members;
• Buy capital contributions of partnerships and become partners.

When foreign investors contribute capitals, buy shares, buy capital contributions in Vietnam, there might be two cases:

Case 1: If foreign investors contribute capitals, buy shares or buy capital contributions that lead to the proportion of foreign ownership is less than 51% in the enterprise, which run no conditional business line, they need to adjust the Certificate of Business Registration.

Dossier includes:

• A notification of changes in business information;
• A decision on changes in members of the enterprise;
• The minutes of the meeting;
• Transfer contract and documents proving the completion of transfer process which is verified by the legal representative of the enterprise;
• The list of contributing members or shareholder registration book;
• Notarized copies of passports of new investors (if any).

Procedures:

The enterprise submits dossier at the Business Registry Office.

Within 03 working days after the day on which a valid and full dossier is received, the Business Registry Office shall issue the new certificate for the enterprise.

Case 2: If foreign investors contribute capitals, buy shares or buy capital contributions in enterprise which run conditional business lines or the transaction leads to the proportion of foreign ownership is less than 51% in the enterprise, they need to follow these steps:

Step 1: Register to contribute capitals, buy shares or buy capital contributions at the Investment Registry Office;

Step 2: Adjust the Certificate of Business Registration.

Procedures to contribute capitals, buy shares or buy capital contributions in enterprises in Vietnam:

Dossier includes:

• A written registration form of capital contribution, share or capital contributions purchase, which specifies information of the business organization, the proportion of foreign ownership after making transactions;
• Copies of ID cards or passports of investors who are individuals, copies of the Certificate of establishment or equivalent papers which can verify the legal status of investors who are organizations.

Procedures:

Investors submit dossiers at the Investment Registry Office.

Within 15 days from the day on which a valid and full dossier is received, the Investment Registry Office shall issue a notification on conditions satisfaction, so that investor could proceed the process.

If any foreign investors are interested in investment in Vietnam and have any concern or question about capital contribution, share or capital contributions purchase, please feel free to contact Viet An Law Firm to be supported and to get some legal advice!