Capital contribution registration procedures for foreign investors

Capital contributiCapital contribution registration procedures for foreign investors. Dossier for registration of capital contribution for foreign investors. Let us learn about this topic with LSX Law firm below:

Legal grounds

Investment Law 2020

Decree 31/2021/ND-CP

Capital contribution registration procedures for foreign investors

Clause 2, Article 26 of the Investment Law 2020; stipulates the cases in which foreign investors carry out the procedures for registration of capital contribution as follows:

In general, investors who contribute capital;, purchase shares, or purchase capital contributions from economic organizations; must satisfy the following conditions and carry out procedures for changing members; and shareholders under the law corresponding to each type of economic organization. 

In addition, foreign investors shall carry out procedures for registration of capital contribution; purchase of shares, or purchase of contributed capital of economic organizations before changing members or shareholders; if they fall into one of the following cases:

Firstly, the contribution of capital, purchase of shares; and purchase of contributed capital increases the foreign investors’ ownership ratio in economic organizations engaged in conditional market access for foreign investors;

Secondly, the capital contribution, share purchase, and capital contribution purchase leads to foreign investors and economic organizations; specified at Points a, b and c, Clause 1, Article 23 of this Law; holding more than 50% of the charter capital of an economic organization in the following cases: increasing the rate of ownership of the charter capital of foreign investors from less than or equal to 50% to over 50%; increase the rate of ownership of charter capital of foreign investors when foreign investors already own more than 50% of charter capital in economic organizations;

Finally, foreign investors contribute capital, purchase shares, and purchase capital contributions from economic organizations with land use proper certificates in islands and border communes, wards, townships; coastal communes, wards, and towns; other areas affecting national defense and security. 

Capital contribution registration dossiers for foreign investors

Article 66 of Decree 31/2021/ND-CP stipulates the following documents:

Specifically, economic organizations; foreign investors make capital contributions, purchase shares or purchase capital contributions in the cases specified in Clause 2, Article 26 of the Law on Investment; submit 01 applications to the investment registration agency where the economic organization’s head office is located. Dossier includes: 

Firstly, the written registration of capital contribution, share purchase, purchase of contributed capital; include the following:

• Information on the enterprise registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares or purchase capital contribution; Business;
• List of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any) also;
• Rate of ownership of charter capital of foreign investors before and after capital contribution; share purchase, purchase of capital contribution to economic organizations;
• The expected transaction value of the contract of capital contribution, share purchase, purchase of contributed capital;
• Information on investment projects of economic organizations (if any)

Secondly, copies of legal papers of individuals and organizations contributing capital, buying shares; purchasing capital contributions and economic organizations with foreign investors contributing capital, buying shares or purchasing capital contributions;

In addition, the written agreement in principle on capital contribution; share purchase, purchase of contributed capital between foreign investors and economic organizations in which foreign investors contribute capital; purchase shares, and purchase capital contributions. Or between a foreign investor and a shareholder or member of that economic organization; 

Finally, a copy of the certificate of land use rights of the economic organization in which foreign investors contribute capital; purchase shares, or purchase capital contributions (for the case specified at Point b, Clause 4, Article 65 of this Decree).

See more:

Procedures for setting up a laundry company with foreign capital

Procedures for setting up a foreign-invested security service company in Vietnam

Application processing time of capital contribution registration

For the above cases, within 15 days from the date of receipt of valid dossiers as prescribed, the investment registration agency considers the satisfaction of conditions for capital contribution, share purchase, purchase of contributed capital; and notify the investor, except for the cases below. Written notices shall be sent to foreign investors and economic organizations to contribute capital, purchase shares or purchase capital contributions.

Other cases of capital contribution registration time for foreign investors: 

Suppose an economic organization has a foreign investor contributing capital, buying shares, or buying a contributed capital portion. In that case, it must have a certificate of land use rights in a border island, commune, ward, town, and border commune, ward, or sea town. In other areas affecting national defense and security, the investment registration agency shall carry out the following procedures:

Firstly, within 03 working days from the date of receipt of a valid application as prescribed in Clause 2 of this Article, the investment registration agency shall consult the Ministry of National Defense and the Ministry of Public Security on the satisfaction of the following conditions: conditions specified at Point b, Clause 4, Article 65 of this Decree;

Secondly, within 07 working days from the date of receiving the written request from the investment registration agency; The Ministry of National Defense and the Ministry of Public Security have opinions on the satisfaction of conditions for ensuring national defense and security for economic organizations with foreign investors contributing capital, buying shares or purchasing capital contributions. If the request is overdue without any comments, which agreed to meet the conditions for ensuring national defense and security;

Lastly, within 15 days from the date of receipt of valid dossiers; The investment registration authority shall consider the satisfaction of conditions for capital contribution, share purchase, and purchase of contributed capital to notify investors. Written notice shall be sent to foreign investors and economic organizations to contribute capital, purchase shares or purchase capital contributions. 

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