Pursuant to the provisions of the Law on Investment 2014, the Law on Enterprise 2014 and the documents guiding the implementation of the Law on Investment 2014, the Law on Enterprise 2014, stipulating the foreign investor’s investment in the form of capital contribution, buying shares or capital contributions to Vietnamese companies (Vietnamese companies are understood as companies established in Vietnam, including: The company has 100% capital owned by Vietnamese and the company has foreign-invested capital currently operating in Vietnam) are prescribed and implemented as follows:
Forms of investment for foreign investors to contribute capital to Vietnamese companies
* Foreign investors are understood as foreign individuals or enterprises, foreign organizations contributing capital, buying shares in 100% Vietnamese capital companies.
Conditions for foreign investors to contribute capital to Vietnamese companies:
– 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 in accordance with 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:
Carrying out procedures for registration of capital contribution, purchase of shares or contributed capital in Vietnamese companies in the following cases:
Dossier for registration of capital contribution, purchase of share and contributed capital of foreign investors to Vietnamese companies
Procedures of investments for foreign investors to contribute capital to Vietnamese companies
In case foreign investors register to contribute capital, purchase shares or contributed capital to the company with 100% Vietnamese capital
Step 1: The investor submits a dossier at the Investment Office – Department of Planning and Investment where the economic organization is headquartered to complete the procedures for registration of capital contribution, purchase of shares and contributed capital to the Company with 100% Vietnam.
If the capital contribution, purchase of shares or contributed capital of foreign investors meet all the conditions, the Department of Planning and Investment will notify in writing within 15 days from the date of reveiving the complete dossier so that investors can carry out procedures for changing shareholders and members according to the provisions of law. In case of failure to meet the conditions, the Department of Planning and Investment shall notify the investor in writing, clearly stating the reason.
Step 2: After obtaining the Investment Department – Department of Planning and Investment’s approval for foreign investors to contribute capital, buy shares or contributed capital, investors shall carry out the following procedures: Open a direct investment account for a Vietnamese company if buying from 51% capital of a Vietnamese company, 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) in accordance with the regulations at the Business Registration Office – Department of Planning and Investment .
In case foreign investors register to contribute capital, purchase shares, or contributed capital to foreign-invested companies in Vietnam
Step 1: The investor submits the dossier to the Investment Office – Department of Planning and Investment where the economic organization is headquartered to complete procedures for registration of capital contribution, purchase of shares and contributed capital to the Company with foreign-invested capital.
Step 2: After obtaining the Investment Department – Department of Planning and Investment’s approval for foreign investors to contribute capital, buy shares or contributed capital. If the company has not yet split the Investment Certificate into an Investment Registration Certificate and Enterprise Registration Certificate, the investor shall carry out the procedures for splitting and issuing the Enterprise Registration Certificate, making a new legal seal at Business Registration Office – Department of Planning and Investment.
Step 3: After obtaining the Investment Office – Department of Planning and Investment’s approval of foreign investors to contribute capital, buy shares or contributed capital, investors shall carry out the following procedures: Open a direct investment capital account for a Vietnamese company if buying from 51% capital of a Vietnamese company, then the foreign investor will contribute the transferred capital and declare the transferred income tax.
Step 4: After splitting the Investment Registration Certificate and the Enterprise Registration Certificate, the investor shall adjust the Investment Registration Certificate at the Investment licensing agency.
Payment by the assignee to the assignor of capital transfer
Pursuant to Circular No. 06/2019/TT-NHNN of the Bank of Vietnam, the payment for the transfer of investment capital in an enterprise with foreign direct investment must be made via the foreign direct investment of that enterprise. Therefore, a foreign investor contributes capital to a Vietnamese company must open a foreign direct investment account at a bank in Vietnam; it can be opened in VND or foreign currency depending on the currency used to contribute capital to invest in the enterprise.
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