Capital contribution is an important consideration for investors planning to enter or expand their business in Vietnam. Whether investors wish to set up a company in Vietnam or invest in an existing Vietnamese enterprise, the proposed transaction should be assessed under the Law on Investment 2025, the Law on Enterprises, as amended, and other applicable regulations. For foreign investors, this assessment should address market access conditions, foreign ownership restrictions, any required investment approvals or registrations, and the relevant corporate and foreign exchange requirements.
Choosing an appropriate investment structure helps investors establish their ownership rights, allocate management responsibilities, and prepare for the lawful transfer of investment funds. The requirements may vary depending on the investor’s nationality, the enterprise’s business activities, the proposed ownership percentage, and the structure of the transaction. Viet An Law provides the following overview to help investors understand the available options and identify the legal procedures relevant to their investment.
A Vietnamese enterprise is an enterprise established or registered under Vietnamese law and having its head office in Vietnam. Subject to the applicable legal requirements, investors may contribute capital to Vietnamese enterprises in the following forms:
- Purchase of shares in a joint-stock enterprise from such enterprise or its shareholders;
- Purchase of stakes of members of a limited liability enterprise to become a member of such limited liability enterprise;
- Purchase of stakes of capital contributing member of a partnership to become a capital contributing member of such partnership;
- Purchase of stakes of members of other economic entities.
Conditions for foreign investors to contribute capital to Vietnamese enterprises:
- Foreign investors contributing capital to Vietnamese companies must comply with the investment form, scope of activities, Vietnamese partners participating in the implementation of investment activities, and other conditions under international treaties to which the Socialist Republic of Vietnam is a member.
- The ownership proportion of charter capital of foreign investors in Vietnamese companies is not limited, except for the following cases:
o The ownership proportion of foreign investors in listed companies, public companies, securities-trading organizations, and securities investment funds following the law on securities;
o The ownership proportion of foreign investors in state-owned companies that have been equitized or converted are conformable with regulations on equitization and conversion of state-owned companies;
o The ownership proportion of foreign investors who are not public companies, securities trading organizations, investment funds, state-owned enterprises shall comply with other relevant laws and international treaties to which the Socialist Republic of Vietnam is a member.
Capital contribution dossier includes for each case:
Case 1: In the case of foreign investors contributing capital, buying contributed capital, buying shares of less than 51% charter capital in an enterprise:
Investors contribute capital/transfer capital, declares tax on income from the transfer (if any)
Enterprises only shall carry out the procedures for changing the enterprise registration certificate. The dossier includes:
- Notice of changes in business registration content;
- A decision on the change of enterprise;
- A meeting report on the enterprise changes;
- A transfer contract and documents certifying the completion of the transfer. This contract must be certified by the legal representative of the enterprise;
- A list of capital contributors or A list of foreign shareholders;
- The notarized copies of investors’ passport/business registration certificate of investors;
Enterprises submit dossier at the Business Registration Office. Within 03 working days after receiving a valid dossier, the business registration office shall issue a new enterprise registration certificate to the enterprise.
Case 2: In the case of foreign investors contributing capital, buying contributed capital, buying shares of enterprises investment in conditional industries or contributing capital, buying contributed capital, buying shares which leading to hold more than 51% charter capital.
The dossier includes:
- A document of registration of capital contribution, buying shares including these following contents: information about the economic organizations that foreign investors plan to contribute capital, purchase shares or contributed capital; ownership proportion of charter capital of foreign investors after contributing capital, buying shares, or buying contributed capital of economic organizations;
· The notarized copies of identity card, identity card, or passport for individuals; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors.
Step 1: Register for capital contribution, purchase capital contribution, buying shares in a Vietnam enterprise at the Investment Registration Office.
The required documents are above. Investors submit at the Business Registration Office. Within 15 workings days after receiving a valid dossier, the business registration office shall issue a notice of the satisfaction of the conditions for capital contribution, purchase capital contribution to Vietnamese enterprise.
Step 2: Open a direct investment account for a Vietnamese enterprise if buying from 51% capital of a Vietnamese enterprise, then the foreign investors will contribute the transferred capital and declare the transferred income tax.
Step 3: Follow procedures for changing shareholders and members on the Business Registration Certificate (Enterprise Registration Certificate) under the regulations at the Business Registration Office – Department of Planning and Investment above.
Viet An Law advises foreign investors on capital contributions, share acquisitions, and company establishment in Vietnam. From assessing market access conditions and reviewing transaction documents to completing the required investment and enterprise registration procedures, our lawyers provide practical legal support tailored to each investment. If you plan to acquire shares, contribute capital, or set up a company in Vietnam, please contact Viet An Law for advice on the applicable requirements and next steps.
