Change of capital contributors in foreign-invested companies

HaTrang October 29, 2021

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When a foreign-invested company carries out procedures for changing its members, it must change its Certificate of Business Registration or its Investment Registration Certificate. LSX Law Firm sends to customers a summary of regulations on procedures to change of capital contributors in foreign-invested companies.

Legal grounds

Investment law 2020

Enterprise law 2020

Investment in the form of capital contribution, share purchase, purchase of capital contribution from foreign investors

Forms of capital contribution, share purchase, and capital contribution purchase are the common forms detailed in Article 25 of the Law on Investment 2020 as follows:

Investors may contribute capital to economic organizations in the following forms:

Buy shares issued for the first time or additionally issued shares of a joint-stock company;
Contribute capital to limited liability companies, partnerships;
Contributing capital to other economic organizations other than those specified at points a and b of this Clause.

Investors purchase shares or capital contributions from economic organizations in the following forms:

Firstly, purchasing shares of a joint stock company from the company or shareholders;
Secondly, purchasing of contributed capital of a member of a limited liability company to become a member of a limited liability company;
Thirdly, purchasing capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership;
Lastly, purchasing of capital contributions from members of other economic organizations other than those specified at Points a, b and c, Clause 2, Article 25 of the Law on Investment 2020.

Dossier to prepare

Notice of change of business registration contents;
Decide on the change of members of the company;
Minutes of the meeting on the change of members of the company;
The transfer contract and documents certifying that the transfer has been completed is certified by the legal representative of the company;
List of capital contributors or register of shareholders;
Notarized copy of Business Registration Certificate, Tax Registration Certificate/ Investment Certificate;
Notarized copy of the new member’s passport to contribute capital to the company (if any).

Procedures for making changes to business registration

Firstly, the enterprise submits the application and receives the result at the Business Registration Office (Provincial Business Registration Office).

Secondly, after changing the company’s members, the Enterprise shall publish information on the National Business Registration Portal.

Change of Investment Registration Certificate

Dossier to prepare

1) A written request for adjustment of the investment project;

2) Report on the implementation of the investment project up to the time of adjustment;

3) The investor’s decision on the adjustment of the investment project;

4) A copy of the identity card, identity card or passport for the investor being an individual; a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;

5) Contract and minutes of liquidation of transfer contract;

6) A copy of the new investor’s financial capacity: bank statement/financial statement, 2-year financial statement;

Procedures Enterprises submit dossiers at the investment registration agency

Within 10 working days from the date of receipt of a valid application, the Investment Registration Authority shall amend the Investment Registration Certificate for the investor.

Besides, in case an enterprise changes members due to transfer or capital contribution leading to a change in charter capital, the dossier must include a financial statement and must fulfill tax obligations as prescribed.