In accordance with the Commercial Law 2005, trade service company is a business organization specializing in buying and selling activities and activities related to buying and selling goods such as export, import and distribution of goods. Nowadays, trading plays a very important role in developing economic, which is the reason why there are more and more investors contribute capital to this service sector. For foreign investors wishing to operate trading in Vietnam, one of the most convenient ways to do so is to contribute capital to a trade service company. This article details the legal procedures for foreign investors to contribute capital to a Vietnam’s trade service company.
After receiving the permit, foreigners shall contribute capital to trade service company. The company receiving the capital contribution will carry out procedures for changing its members/shareholders in accordance with the law. For investors wishing to set up a new trading company, the procedure will be: Apply for Investment Registration Certificate Establish an enterprise (with registration for the right of export, import or distribution). Depending on the requirements of the investor).
All procedures related to foreign investors to contribute capital to Vietnam’s trade service companies, please contact the Viet An Law Firm for detailed information.
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When operating a business, loss and failure are unavoidable risks in several situations. Because of that, many investors choose to transfer the capital contribution to other person, terminating their rights and obligations related to an enterprise. The following article will provide information on the conditions and procedures for foreign investors in limited liability companies (Ltd) to transfer their stakes to other person.
In a single-member limited liability company, foreign investor is the owner of the company. Under Law on Enterprise 2014, the owner may decide to transfer a part or whole of the company’s charter capital to other individuals or organizations.
The transfer of capital must be made in writing (Capital transfer contract) or be accompanied with documents evidencing the transfer. The content of capital transfer contract must be clearly (including the information of the transferor and the transferee, amount of money, time, rights and other obligations …). If foreign investors transfer capital to a Vietnamese invididual or an enterprise, the transferees may immediately carry out procedures for changing the owner of the company.
Documents for the procedures of changing ownership include:
The above documents will be submited to the Service of Planning and Investment of the province where the headquarter of the business organization is situated.
In case the transferee is a foreign individual or an organization, they have to carry out the procedure to register for purchase of capital contribution.
An application for registration of purchase of capital contribution:
Procedures for registration of purchase of capital contributions:
After having permit from the Service of Planning and Investment, foreign transferee shall carry out procedure to change ownership mentioned above.
The owner transfers part of the capital resulting in the fact that the company has many members who contribute to charter capital. Therefore, it is necessary to carry out the formility to convert the type of the company to a multi-member limited liability company or joint stock company (depends on legal regulations and the demand of members). If the transferees who is foreigners owning more than 51% of charter capital or companies operating conditional business lines, they must carry out procedures for registration of purchase of capital contributions.
Application for conversion of the type of the company includes:
Dossiers shall be submitted to the Service of Planning and Investment of the province where the headquarter of the business organization is situated.
Except for cases where the company does not repurchase stakes of foreign member, the member shall have the right to freely transfer his/her stakes, the process of transfer the capital contribution shall be as follows:
The procedures for changing members of a limited liability company shall be as follows:
Application needs preparing:
After preparing the above mentioned documents, the enterprise shall submit the dossier at the Service of Planning and Investment of the province where the headquarter of the business organization is situated.
For more information on foreign capital transfer procedures, please contact Viet An Law Firm.
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