Foreign investors contribute capital to a limited liability company

Many foreign investor choose to contribute capital to a limited liability company because this type of company is very safe with limited responsibility and strict control. Therefor, Vietan law would like to share for you some legal information for foreign investors who want to contribute capital to a limited liability company in Vietnam.

Form 1: Buy all contributed capital to become the owner (for One-member Limited Liability Company)

The procedure for registration of contributed capital purchase

Step 1: Prepare a dossier including:

• A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment;
• A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).

Step 2: Submit the dossier at the investment registration agency: Within 15 working days after receiving a complete and valid dossier, the Investment registration agency shall issue a Notice of satisfaction of conditions for investors to contribute capital to a limited liability company. If conditions are not satisfied, the Investment registration agency shall notify the investor in writing and provide explanation.

The procedure for amending a bussiness registration certificate

After conducting the procedure for registration of all contributed capital purchase in One member Limited Liability Company, a foreign investor becomes the owner of a company. Therefore, a foreign investor has to amend a business registration certificate of a company.

Step 1: Prepare a dossier including:

• The notification for changes of business registration information;
• A notarized copy of the ID paper of the transferee (if the transferee is an individual) or a notarized copy of a business registration certificate or an equivalent document (if the transferee is an organization); a list of authorized representatives, a notarized copy the ID paper of the authorized representative and a letter of attorney issued by the owner;
• A legitimate copy of the revised charter of the company;
• A capital transfer contract or documents proving completion of the capital transfer;
• Authorization letter (If any).

Step 2: Submit a dossier to Department of Planning and Investment: Within 03 working days, Business Registration agency shall issue a new Business Registration Certificate if a dossier is accepted. If not, Business Registration agency shall notify the investor in writing and provide explanation.

Form 2: Purchase of a part of equity of the owner, which converts an one-member limited liability company into a multi-member limited liability company

Case 1: Capital contribution leads to foreign investors holding more than 51% of the company’s charter capital.

Firstly, you shall conduct the procedures for registration of capital contribution as Vietan law mentioned above.

After that, you shall conduct the procedure for converting an one-member limited liability company into a multi-member limited liability company.

Step 1: Prepare a dossier including:

• Application form for enterprise registration;
• Charter of the converted company;
• A list of members and legitimate copies of ID papers of the company’s members that are individuals and legitimates copies of certificate of enterprise registration or equivalent documents of the company’s members being organizations;
• An individual:
• Vietnamese nationality: identity card or passport;
• Foreign nationality: Passport; Temporary residence registration certificate, issued by a competent Vietnamese agency (for legal representatives).
• An organization:
• Establishment decision; Enterprise registration certificate or equivalent documents;
• One of the personal identification papers of the authorized representative and the corresponding authorization decision.

Note: If the new member is a foreign organization, the above-mentioned authentication papers must be consularly legalized and have a Vietnamese translation certified by a competent agency).

• Transfer contract or documents proving completion of the transfer; or giveaway contract in case the company’s owner gives away part of charter capital to another individual or organization; the decision of the company’s owner on raising more capital (if any);
• Decision of the company owner on the raising of contributed capital (in case the company raise more contributed capital from one or some other individuals);
• Original certificate of enterprise registration or equivalent documents.

Step 2: Submit the dossier

You shall conduct the procedures on the National Business Registration Portal then submit at Department of Planning and Investment. After 3 working days, Department of Planning and Investment will issue the Business Registration Certificate if the dossier is valid.

Note: When you convert a single limited liability company into a multi-member limited liability company, you shall register a new seal for your new company.

Case 2: Capital contribution leads to the fact that a foreign investor does not hold more than 51% or more of the company’s charter capital (in case of non-conditional business lines for foreign investors, Enterprises only carry out procedures relating to enterprise change mentioned above).

Form 3: Purchasing contributed capital leads to increase the number of members (multi-member limited liability company)

Case 1: Capital contribution leads to foreign investors holding more than 51% of the company’s charter capital;

Step 1: Register to purchase contributed capital (mentioned above).

Step 2: Register to amend the Business Registration Certificate

A full dossier includes:

• Application form for enterprise registration;
• Charter of the converted company;
• A list of members and legitimate copies of ID papers of the company’s members that are individuals and legitimates copies of certificate of enterprise registration or equivalent documents of the company’s members being organizations;
• An individual:
• Vietnamese nationality: identity card or passport;
• Foreign nationality: Passport; Temporary residence registration certificate, issued by a competent Vietnamese agency (for legal representatives).
• An organization:
• Establishment decision; Enterprise registration certificate or equivalent documents;
• One of the personal identification papers of the authorized representative and the corresponding authorization decision.

Note: If the new member is a foreign organization, the above-mentioned authentication papers must be consularly legalized and have a Vietnamese translation certified by a competent agency).

• Transfer contract or documents proving completion of the transfer; or giveaway contract in case the company’s owner gives away part of charter capital to another individual or organization; the decision of the company’s owner on raising more capital (if any);
• Aprroval of Department of Planning and Investment in writing for foreign investor’s capital contribution, share purchase and capital contribution.

Case 2: Capital contribution leads to the fact that a foreign investor does not hold more than 51% or more of the company’s charter capital (in case of non-conditional business lines for foreign investors, Enterprises only carry out procedures relating to enterprise change mentioned in case 1).

On the basis of the above procedure steps, Viet An Law provides service packages depending on the selected needs of the business. Accordingly, services for investors contributing capital to limited liability companies include:

• Advice on how to contribute capital for foreign investors;
• Consulting on drafting documents and carrying out procedures for granting certificates for limited liability companies when foreign investors contribute capital;
• Advising on procedures relating to amend business registration when foreign investors invest in a limited liability company;
• Consulting documents and procedures when foreign investors contribute capital to conditional business lines;

And some other legal procedures arising in the process of legalizing the purchase of contributed capital by foreign investor.