Investors contributing capital to vietnam company limited

Limited liability companies include single-member limited liability companies and multi-member limited liability companies are the types of business entity which are liable for within the scope of capital contribution. Because of these particular characteristics, the procedures for foreign investors to contribute capital to limited liability companies are certain to differ. Currently, the proportion of Limited liability companies in the enterprise market is quite large with many different business lines. One of them belongs to conditional business of foreign investors. This means that foreign investors are required to carry out licensing procedures before they wish to contribute capital to limited liability companies. Some prominent business lines include: Real estate trading; Transportation services: bill of lading inspection, cargo brokerage; Inspection of goods, transport agents …; Constructing works, hospitals, specialist clinics;

In parallel with this, in addition to the provisions of the Law of Vietnam, based on the country of investors from China, Taiwan, Singapore, Korea,…ect businesses also have to consider the trade agreements. Bilateral, multilateral trade on the investment capital contribution into limited liability companies. Accordingly, WTO stipulated that roadmaps for investment in a number of industries, such as logictics, e-business, transportation services, Investment conditions for each member’s commitment.

Based on these general conditions, foreign investors may contribute capital to limited companies in the following forms:

Form no 1: Buy the entire capital contribution to become the owner (single-member limited liability companies

Procedures for registration of capital contribution and capital purchase

Dossier includes:

A written form for capital contribution/capital contribution purchases which specifies: information of the business organization that foreign investors intend to contribute capital/buy capital contribution purchase; charter capital ratio of foreign investors after contributing capital/buying capital contribution;

For foreign investors who are individuals: copies of ID cards or passports. A copy of the establishment certificate or other equivalent document confirming the legal status of the institutional investor.

Procedure:

The investors shall submit the application in the Register office;

Within 15 days from the day on which the satisfactory application, Notice for satisfy certain conditions is issued by the Register office.

The procedures relevant the notification of changes to the corresponding business registration information

Dossier includes:

• Notification of changes in enterprise registration contents (the prescribed form);
• Valid copies of the following documents:
  • Citizen identification card or identity card or valid passport if the new owner is an individual; and
  • Establish. ment decision or enterprise registration certificate or other equivalent document in cases where the new owner is an organization; List of authorized representatives; ID card or ID card or valid passport of the authorized representative and corresponding authorization letter.
• Valid copy of the company’s amended charter (reference form);
• Transfer contract (reference form) / donation of capital or papers evidencing the completion of transfer / donation of capital; and
• Documents of the Department of Planning and Investment approving the capital contribution, purchase of shares, capital contribution of the foreign investor.

Procedure

Within 3 working days, the business registration office shall issue the Certificate of Business registration if the dossier is valid.

Form no.2: Purchasing a part of capital contribution of the owner to convert from single-member limited liability companies to multi-member limited liability companies

Case 1: The capital contribution leads to the holding of 51% or more of the charter capital by foreign investors

Procedure for registration of capital contribution, purchase of capital (as mentioned)

The procedures relevant the notification of changes to the corresponding business registration information

Dossier include:

• Request for transformation of the enterprise (form stipulated);
• Charter of convertible company (reference form);
• The list of members (the prescribed form) and valid copies of one of the valid personal identification papers or legal persons of all members and representatives at law:

Individuals having Vietnamese nationality: identity card or passport;

Individuals having foreign nationality: Passport; Temporary residence certificate granted by a competent Vietnamese agency (for legal representatives) if the member is an organization.

• Decide to establish; Business registration certificate (or business registration certificate and tax registration certificate or business registration certificate and tax registration);
• One of the personal identification papers of the authorized representative and the corresponding authorization decision;
• (If the new member is a foreign organization, the above-said papers must be consularly legalized and translated into Vietnamese and certified by a competent agency);
• Transfer contract (reference form) or paper certifying the donation of part of ownership of the company (in case the company owner assigns part of its ownership in the company to one or some other individuals);
• The decision of the company owner on the mobilization of capital contribution (reference form) (for cases where the company mobilizes more capital from one or several other individuals); and
• The original enterprise registration certificate or business registration certificate and tax registration certificate or business registration and tax registration certificate.

Procedure:

• Directly at the Business Registration Office.
• Through the National Business Registration Portal at the address: wdangkykinhdoanh.gov.vn
• The business registration office shall issue the enterprise registration certificate if the dossier is valid within 5 working days.

Case 2: The contribution of capital leads to the fact that the foreign investor does not hold more than 51% or more of the charter capital of the company (in case it is not a conditional business line for foreign investors, Enterprises only carry out procedures related to business change as case 1).

Form no 3: Purchase of capital contribution to increase membership (multi-member limited liability companies)

Case 1: The capital contribution leads to the holding of 51% or more of the charter capital by foreigner investors

Procedure for registration of capital contribution, purchase of capital (as mentioned)

The procedures relevant the notification of changes to the corresponding business registration information

Dossier:

• Notification of changes in bussiness registration contents (the prescribed form);
• Transfer contract (reference form) / donation or papers evidencing the transfer / donation;
• Valid copies of the following documents:
• Citizenship Identity Card or Identity Card or Passport valid if the new member is an individual;

Establishment decision or enterprise registration certificate or other equivalent document in case the new member is an organization; ID card or ID card or valid passport of the authorized representative and corresponding authorization decision (refer to the contents of authorization in Article 15 of the Law on Enterprises).

• Documents of the Department of Planning and Investment approving the capital contribution, share purchase, capital contribution of foreign investors.

Procedure:

The business registration office will update the business registration certificate if the application is valid within 3 working days.

Case 2: The contribution of capital leads to the fact that the foreign investor does not hold more than 51% or more of the charter capital of the company (in case it is not a conditional business line for foreign investors, Enterprises only carry out the procedures relevant the notification of changes to the corresponding business registration information as case 1).

Procedure for registration of capital contribution, purchase of capital (as mentioned)

Procedures related to the change of business registration (similar to case 1 but will not include the document of the Department of Planning and Investment to approve the capital contribution, share purchase, capital contribution of investors)