In the current economy, more and more foreign investors are contributing capital to Vietnamese companies in the form of capital contribution or share purchase in which the form of buying shares and becoming a shareholder is common and during the operation; the changes in the information of shareholders who are foreign investors is inevitable and because of the high risk, the law requires strict procedures. When Changing of shareholder information as foreign investors; the enterprise needs to prepare a dossier as in the following article of LSX lawfirm.
Legal grounds
Investment Law 2020
Change of shareholders being foreign investors due to the transfer of shares in an unlisted joint-stock company
The dossier includes:
- Notice of change of business registration contents: Change of information of shareholders being foreign investors;
- The decision and valid copy of the minutes of the General Meeting of Shareholders on the change of shareholders being foreign investors (applicable only when the founding shareholder being a foreign investor transfers ordinary shares of the company) to a person who is not a founding shareholder in the company within 3 years from the date the company is granted the Certificate of Business Registration);
- The list of shareholders who are foreign investors when changed;
- Share transfer contract or documents proving the completion of the transfer;
- A valid copy of the establishment decision or other equivalent document; a valid copy of one of the personal identification papers specified in Article 10 of Decree 78/2015/ND-CP of the authorized representative and the corresponding authorization decision for the foreign shareholder receiving the transfer being an organization; Or a valid copy of the Identity Card or Passport; or other lawful personal identification of the foreign shareholder receiving the transfer as an individual;
- Document of the Department of Planning and Investment approving the capital contribution; share purchase, capital contribution portion of foreign investors in accordance with the Law on Investment.
In case of changing some basic information
Accordingly the provisions of Article 54 of Decree 78/2015/ND-CP, when the company changes the information about the company’s full name, nationality, passport number, permanent address, number of shares and type of shares of the company. shareholders are foreign individuals name, enterprise identification number, head office address, number of shares and types of shares and full name, nationality, passport number, permanent address of the authorized representative of the shareholder being a foreign organization , the enterprise sends a Notice of addition and update of business registration information to the Business Registration Office where the enterprise is headquartered, within 03 working days from the date of change, the legal representative of the enterprise needs to make a notification.
Afterwards notifying, the Business Registration Office issues a receipt, changes information about shareholders being foreign investors in the National Database of Business Registration and issues a Certificate of change of contents, Business registration for businesses.
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Related questions
Foreign investor means an individual with foreign nationality or an organization established under foreign law that conducts business investment activities in Vietnam.
No, a Foreign Capital Company does not need a Legal Representative or a Director who is Vietnamese.
Within 03 working days from the date of receipt of complete and valid dossiers.
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