Transfer capital in foreign company in Vietnam

In the course of operation, for some reason, members/shareholders/owners of foreign capital companies may carry out the whole or part of the capital contribution to other individuals/organizations. The transferee investor can be a foreign investor or a Vietnamese investor. Viet An Law specifically guides the transfer of capital by members/shareholders/owners of foreign capital companies as follows:

Procedures for transferring capital to foreign investors in Vietnam

In order to carry out the transfer of capital to foreign investors, members/shareholders/owners of foreign capital companies, the company needs to carry out the following procedures:

• Registration to buy shares/contributed capital
• Change the contents of business registration
• Adjustment of the Investment Registration Certificate

Step 1: Register to buy shares/contributed capital

Dossiers of capital transfer to foreign investors

• A document of registration of capital contribution, share purchase or purchase of contributed capital includes the following contents: information on enterprise registration of economic organizations to which foreign investors plan to contribute capital, purchase shares or purchase contributed capital; business lines; list of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any); the percentage of ownership of charter capital of foreign investors before and after capital contribution, share purchase or purchase of contributed capital to economic organizations; expected transaction value of contracts for capital contribution, share purchase, purchase of contributed capital; information on investment projects of economic organizations (if any);
• Copies of legal papers of individuals, organizations contributing capital, buying shares, purchasing contributed capital and economic organizations with foreign investors contributing capital, buying shares or purchasing contributed capital: Passport (if an individual); Business license or equivalent document and passport of the person authorized to manage the capital portion in Vietnam (if it is an organization);
• A written agreement in principle on capital contribution, share purchase or purchase of contributed capital between foreign investors and economic organizations in which foreign investors contribute capital, purchase shares, purchase contributed capital or between foreign investors and shareholders or members of such economic organizations;
• A copy of the land use right certificate of an economic organization in which foreign investors contribute capital, purchase shares or purchase contributed capital if such economic organization has a land use right certificate in islands, communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security, except economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech parks or economic zones established under the Government’s regulations.
• Power of attorney for Viet An Law.

Where to apply:

Department of Planning and Investment where the economic organization is headquartered.

Procedures for transferring capital to foreign investors

If the capital contribution, share purchase or capital contribution of a foreign investor satisfies the conditions on ownership ratio and investment form in accordance with the Schedule of commitments and Vietnamese law, within 15 days from the date of receipt of complete dossiers, the Department of Planning and Investment will notify in writing. In case the application does not meet the conditions, the Department of Planning and Investment will notify in writing clearly stating the reason.

Step 2: Carry out procedures for transferring shares, contributed capital and changing shareholders, members and owners

Depending on the type of enterprise, the company carries out procedures to change relevant business registration contents such as: change of owner, change of member of a two-member limited liability company, change of shareholders being foreign investors.

Customers can contact Viet An Law directly for more detailed instructions.

Step 3: Adjustment of the Investment Registration Certificate

A dossier of adjustment of the Investment Registration Certificate includes:

• A written request for adjustment of the investment project;
• Report on the implementation of investment projects;
• Decision of the Owner/Members’ Council/General Meeting of Shareholders on adjusting the Investment Registration Certificate;
• Documents proving the transfer of contributed capital;
• A copy of documents proving the investor’s legal status such as a passport (if an individual); Business license or equivalent document (if an organization) and Passport of the capital management representative in Vietnam;
• A copy of the adjusted enterprise registration certificate of information related to the transfer of capital;
• A certified copy of the granted Investment Registration Certificate;
• Power of attorney for Viet An to carry out the procedure on his behalf.

Application processing time: 10 working days from the date the Department of Planning and Investment receives a valid dossier.

Procedures for capital transfer to Vietnamese investors

In conducting the transfer of capital of members/shareholders/owners in foreign capital companies to domestic investors, the company needs to carry out the following procedures:

• Carry out procedures for transfer of shares, contributed capital and change of shareholders, members and owners
• Adjustment of the Investment Registration Certificate

For details for each procedure, please refer to the information in the Dossier of capital transfer procedures for foreign investors in this article.

Services of Viet An Law Firm related to the transfer of capital of foreign capital companies

• Advising on conditions for capital transfer to foreign investors such as: capital contribution ratio of foreign investors in Vietnam; business conditions for trades; forms of investment…;
• Advising on choosing the right type of company for investors after receiving capital transfer: Limited company or joint stock company;
• Advising on procedures for payment of capital transfer;
• Advising and guiding investors to prepare necessary documents to implement license modifications;
• Investor representatives shall work with competent state agencies of Vietnam in the process of carrying out procedures for adjustment of licenses.