The company capital transfer procedures in Vietnam for 2026 are of great interest to enterprises when they have a need for Vietnam company restructuring, change of company members, and transfer of shares in Vietnam. According to the current Law on Enterprise, the transfer of capital contribution in an LLC or transfer of shares in Vietnam requires not only a capital transfer contract but also the correct execution of legal dossiers, tax declarations, and business registration change procedures.
In reality, many companies face difficulties because they do not clearly understand the capital contribution transfer process, arising income tax, and related costs. Therefore, fully understanding the dossiers, capital assignment procedures, and using legal services for capital transfer in Vietnam is a solution to help limit risks, even penalties, and ensure the transaction is executed properly. In the article below, Viet An Law Firm will update in detail the company capital transfer procedures in Vietnam in 2026 along with important notes enterprises need to know about Vietnam company capital transfer: procedures, tax & costs.
| Content | Details |
| Concept of capital transfer in Vietnam | Company capital assignment is the act of an individual or organization transferring their contributed capital or shares to another individual or organization under the Law on Enterprise and current tax laws. |
| Transfer of contributed capital in LLC | Applies to members of an LLC when carrying out the transfer of capital contribution to another member or a third party according to statutory conditions. |
| Share transfer in joint-stock company | Shareholders of a joint-stock company have the right to transfer shares according to the Law on Enterprise and the company charter. |
| Transfer of capital to foreign investors | In cases involving foreign elements, enterprises may have to perform procedures to register capital contribution, share purchase, or adjust the investment registration certificate (IRC). This is part of the company ownership transfer. |
| Change of company members / change of shareholders | After completing the capital contribution transfer, the enterprise must perform the procedure for the change of company members or change of shareholders as prescribed. |
| Tax declaration for capital transfer | Individuals and organizations transferring capital are responsible for declaring and paying personal income tax on capital transfer or corporate income tax arising from the capital transfer activity. |
| Enterprise registration change | Enterprises need to update information at the business registration agency when there is a change in company members via a Vietnam enterprise registration amendmen. |
| Adjusting investment certificate | For foreign-invested companies, capital transfer may entail procedures to adjust the investment registration certificate (IRC) according to law. |
Vietnam capital transfer taxes guide
| Tax type | Subjects of application | Tax calculation method | Important notes |
| Personal income tax on capital transfer | Individuals transferring contributed capital in an LLC or other enterprises | Tax payable = 20% × taxable income | Taxable income is determined by the transfer price minus the cost price and reasonable expenses related to the capital transfer in Vietnam. |
| Share transfer tax | Individuals transferring shares or securities | Calculated based on a percentage of the transfer price according to current tax laws | Usually applies to non-resident individuals or securities transfer activities. |
| Corporate income tax on capital transfer | Enterprises carrying out capital transfer or share transfer | Income from capital transfer is included in CIT taxable income with a standard tax rate of 20%, representing corporate income tax on share transfer. | Applied according to the current Law on Corporate Income Tax 2026. |
| Foreign contractor tax for foreign investors | Foreign investors with no commercial presence in Vietnam | Implemented according to regulations on foreign contractor tax | The transferee in Vietnam is usually responsible for deducting and paying on behalf according to tax laws. |
| Tax declaration for capital transfer | Individuals and organizations incurring capital transfer activities | Declare and pay tax on capital transfer in Vietnam on time | Late declaration can lead to tax arrears, late payment fines, and administrative penalties for tax violations. |
These cases still require the procedure to update member/shareholder information under the Law on Enterprise, resulting in a business registration change.
| Criteria | Single-member LLC | Multiple-member LLC | Joint-stock company |
| Transferring subject | Owner | Contributing member | Transferring shareholder |
| Flexibility | Restricted | Internally restricted | Flexible, easy to transfer |
| Post-transfer procedures | Change of owner, can change type | Update members | change of shareholders, not always registered |
| Foreign investors | May have to register capital contribution/purchase | May have to register capital contribution/purchase | Investment procedures may arise |
| Common risks | Not changing the type | Not offering internally properly | Share disputes, founding shareholders restricted from transferring |
| Suitable for | Individuals, small enterprises | Family companies, medium enterprises | Startups, Capital mobilizing enterprises |
Based on the Law on Enterprise 2020 amended and supplemented in 2025 and Decree 168/2025/ND-CP on enterprise registration, the company capital transfer dossier will differ depending on the type of enterprise and the form of transfer. However, enterprises need to prepare the following documents for capital assignment procedures:
Not all types of dossiers need to be submitted when performing capital transfer procedures with state agencies. However, enterprises need to complete the above documents and dossiers for archiving in accordance with regulations regarding Vietnam company capital transfer: procedures, tax & costs.
Costs of company capital transfer
Some types of costs enterprises will have to pay when carrying out the company capital assignment procedure include:
Yes. Many enterprises complete the transfer but have not updated members/shareholders on the license.
Not recommended. Tax authorities have the right to inspect and reassess the transfer price if they detect that the transaction does not reflect reality for the purpose of reducing tax obligations.
The law does not mandate it in all cases. However, many enterprises still choose to notarize the contract to increase evidential value and limit future disputes.
Yes. In reality, LLC capital transfer procedures or share transfer procedures often involve many legal, tax, and corporate dossier issues. If done incorrectly, the enterprise may face tax arrears, penalties, or rejected dossiers.
With experience assisting many domestic and foreign enterprises, Viet An Law Firm provides comprehensive legal services for capital transfer in Vietnam, offering advice on optimal plans, drafting dossiers, declaring taxes, and representing the client to perform procedures at state agencies, helping enterprises save time and limit legal risks.
Clients with further questions, please contact Viet An Law Firm for detailed advice on corporate capital transfer, Vietnam company capital transfer: procedures, tax & costs, and other related issues!
