Foreign investors contribute capital to Vietnamese companies

Vietnam’s economy is rapidly integrating into the global market, creating enormous opportunities for international investors. The country continues to encourage foreign capital investment, welcoming investors to participate in the growth of diverse industries. With clear legal frameworks and supportive policies, Vietnam offers a potential environment for foreign investors to invest capital, form partnerships, and expand their business operations. The regulatory landscape in Vietnam will ensure a smooth and compliant investment for clients. In this article, Viet An Law Firm will offer a practical guide to the legal requirements and procedures for foreign investors contribute capital to Vietnamese companies, helping you make informed decisions with confidence.

Forms of capital contribution by foreign investors to Vietnamese companies

Under Clause 1, Article 25 of the 2020 Investment Law, foreign investors can contribute capital to economic organisations or enterprises in Vietnam in the following ways:

• Purchasing shares issued for the first time or additional shares of a joint-stock company;
• Contributing capital to a limited liability company (LLC) or a partnership company;
• Contributing capital to other types of economic organisations not covered above (e.g., cooperatives, investment funds, etc.).

Important notes for foreign investors:

• Contributions must comply with ownership limits in sectors with conditional business lines.
• Capital contribution is typically made through a direct investment account at a commercial bank.
• The full charter capital must usually be contributed within 90 days from the date the company receives its Enterprise Registration Certificate.

Procedures for foreign investors contribute capital to Vietnamese companies

Step 1: Register capital contribution with a Vietnamese company

When registration is required
According to Clause 2, Article 26 of the Investment Law 2020, foreign investors must register their capital contribution, share purchase, or equity acquisition before any change in members or shareholders if any of the following situations apply:

• The capital contribution increases the foreign investor’s ownership in a business operating in sectors with market access conditions for foreign investors;
• The capital contribution results in the foreign investor (or related organisations) on a,b,c in Clause 1, Article 23 holding over 50% of charter capital, either by increasing from ≤50% to over 50%, or by increasing ownership when already holding more than 50%;
• The foreign investor contributes capital to a company that holds a land use certificate in areas such as islands, border communes/wards, coastal communes/wards, or other locations affecting national defence and security.

Required documents
Under Clause 2, Article 66 of Decree 31/2021/ND-CP, as amended by Decree 168/2025/ND-CP, the documents for foreign investors include:

• Capital Contribution Registration Document containing:
  • Information about the company where the investment will take place, including business registration, business lines, a list of owners/members/founding shareholders, and foreign ownership before and after the contribution.
  • Actual transaction value of the contribution, share purchase, or equity acquisition.
  • Project information of the company, if applicable.
• Copies of Legal Documents of the foreign investor and the company involved.
• Principal Agreement on the capital contribution, share purchase, or equity acquisition between the foreign investor and the company, or between the foreign investor and existing shareholders/members.
• Copy of Land Use Certificate of the company, if it owns land in strategic or sensitive areas (islands, border communes/wards, coastal communes/wards, or areas affecting national defence and security).
• Power of Attorney (if applicable).

Procedure for foreign investors acquiring equity in a Vietnamese company

According to Clause 2, Article 66 of Decree 31/2021/ND-CP:

• Submission of Application
  • Foreign investors submit their dossier to the Department of Finance (previously the Department of Planning and Investment).
• Review period
  • Within 15 days of receiving a valid application, the investment registration authority reviews whether the conditions for capital contribution, share purchase, or equity acquisition are met.
  • A notification is sent to both the foreign investor and the company confirming the outcome.
• Special Case: Companies holding land in strategic areas
  • According to Clause 4, Article 65 of Decree 31/2021/ND-CP, if the company holds a land use certificate in strategic areas (islands, border communes/wards/towns, coastal communes/wards/towns, or areas affecting national defence and security), the following additional procedures apply:

1. Within 3 working days of receiving a valid application, the investment registration authority seeks opinions from the Ministry of National Defence and the Ministry of Public Security regarding compliance with conditions related to national defence and security.
2. Within 7 working days of receiving the request, the Ministries provide their opinions. If no response is received within this period, it is deemed approved.
3. Within 15 days from receiving a valid dossier, the investment registration authority reviews compliance with capital contribution or equity acquisition conditions, taking into account the opinions of the Ministries, and issues a notification to the foreign investor and the company.

Step 2: Foreign investors contribute capital to a Vietnamese company

• If the foreign investor’s total post-contribution ownership is 50% or more:
  • The foreign investor or the direct investment enterprise must open a direct investment capital account.
  • The capital contribution is then transferred through this direct investment account.
• If the foreign investor’s total post-contribution ownership is below 50%:
  • The foreign investor must open an indirect investment capital account in their own name.
  • The capital contribution is transferred via this indirect investment account.

Step 3: Amend the Enterprise Registration Certificate (Increase Charter Capital) at the Provincial Business Registration Authority

Required Documents

According to Article 44 of Decree 168/2025/ND-CP, the Vietnamese enterprise and foreign investor must prepare the following documents for registration of charter capital change:

• Notification of change in enterprise registration content signed by the legal representative of the enterprise;
• Resolutions/decisions on capital change:
  • For a single-member limited liability company: decision of the company owner.
  • For a multi-member limited liability company or partnership: resolutions, decisions, and minutes of the members’ council.
  • For a joint-stock company: resolutions and minutes of the general shareholders’ meeting.
• Approval document from the Investment Registration Authority regarding the foreign investor’s capital contribution, share purchase, or capital acquisition, if the case falls under the conditions requiring prior registration under the Investment Law.
• Introduction letter / Power of attorney (if applicable).
• Legal identification documents of the person submitting the dossier.

Additionally, according to Article 3 of the 2020 Enterprise Law (amended in 2025), for enterprises established before July 1, 2025, information on the beneficial owners of the enterprise must be provided at the time of submitting the registration for the change in enterprise registration content or the latest notification of change.

Procedure for Amending Enterprise Registration

• Based on Clause 5, Article 43, Decree 168/2025/ND-CP, the enterprise submits one complete set of documents to the Provincial Business Registration Authority where the enterprise’s head office is located.
• Within 3 working days from the date of receiving a valid application, the Provincial Business Registration Authority will issue a new Enterprise Registration Certificate. If the application is incomplete or requires correction, the Authority will issue a written notice specifying the content that needs to be amended or supplemented.

For foreign investors contributing capital to a Vietnamese company, professional legal support can help ensure a smooth and compliant process. For further information, please contact Viet An Law Firm for fast and professional guidance.