Procedures for changing investors in foreign-invested enterprise in Vietnam
Foreign investors may change in case a new foreign investor contributes additional capital to the enterprise or the investor transfers the project/contributed capital to a new investor. LSX Lawfirm will give you an article about: “Procedures for changing investors in foreign-invested enterprise in Vietnam”, as follows:
Legal grounds
Law on enterprises 2020
Law on investment 2020
Decree No. 31/2021/ND-CP
Circular 03/2021/TT-BKHDT
What is a foreign invested enterprise?
Foreign-invested enterprises are legal entities invested in part or in whole by investors of another country and established and operating in the territory of another country to conduct business activities. commercial activities and bring profits to investors. In Vietnam, the concept of foreign-invested enterprises, also known as FDI enterprises.
Procedures for changing investors in foreign-invested enterprise in Vietnam
Step 1: Foreign investors register for capital contribution, purchase shares, and purchase contributed capital in the enterprise
Foreign investors shall carry out procedures for registration of capital contribution, purchase of shares or purchase of contributed capital of an economic organization before changing members or shareholders if they fall into one of the following cases:
- Firstly, Capital contribution, share purchase, purchase of contributed capital increases the foreign investors’ ownership ratio in economic organizations engaged in business lines and trades with conditional market access for foreign investors.
- The contribution of capital, purchase of shares, purchase of contributed capital leads to the fact that foreign investors and economic organizations specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment hold more than 50% of the charter capital. ratio of economic organizations 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.
- Then, Foreign investors contribute capital, purchase shares or purchase capital contributions from economic organizations with land use right certificates in islands and border communes, wards and townships; coastal communes, wards and towns; other areas affecting national defense and security.
Prepared profile
- A written registration for capital contribution, share purchase or capital contribution purchase includes the following contents: information on enterprise registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or purchase capital shares. contribution; business; list of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any); rate of ownership of charter capital of foreign investors before and after capital contribution, share purchase, purchase of capital contribution to economic organizations; expected transaction value of the contract of capital contribution, share purchase, purchase of contributed capital; information on investment projects of economic organizations (if any).
- Then, 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.
- Then, Written agreement in principle on capital contribution, share purchase, purchase of capital contributions between foreign investors and economic organizations in which foreign investors contribute capital, purchase shares, purchase capital contributions or between investors foreign investment with shareholders or members of that economic organization
- 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 (in case the economic organization has a certificate of land use right on the island, communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security).
Implementation procedure
Foreign investors submit dossiers at the Department of Planning and Investment.
Within 15 days from the date of receipt of a valid dossier, the investment registration agency shall consider meeting the conditions for capital contribution, share purchase, purchase of contributed capital and notify the investor. Written notice shall be sent to foreign investors and economic organizations in which foreign investors contribute capital, purchase shares or purchase capital contributions.
Note related to Procedures for changing investors in foreign-invested enterprise in Vietnam
In case an economic organization has a foreign investor contributing capital, buying shares, or buying a contributed capital portion, it must have a certificate of land use rights in a border island, commune, ward, town, and border commune, ward or town. sea; In other areas affecting national defense and security, the investment registration agency shall carry out the following procedures:
Within 03 working days from the day on which the valid application is received, the investment registration agency shall consult with the Ministry of National Defense and the Ministry of Public Security on the satisfaction of the conditions for ensuring national defense, security and control. land use case.
Within 07 working days from the date of receipt of the written request from the investment registration agency, the Ministry of National Defense and the Ministry of Public Security shall give opinions on the satisfaction of conditions for ensuring national defense and security for the organization. economic organizations with foreign investors contributing capital, buying shares or buying capital contributions; If the request is not made within the time limit, it shall be deemed to have agreed to meet the conditions for ensuring national defense and security for economic organizations in which foreign investors contribute capital, purchase shares or purchase shares. capital.
Within 15 days from the date of receipt of valid dossiers, the investment registration agency shall consider meeting the conditions for capital contribution, share purchase, purchase of contributed capital and based on opinions of the Ministry of National Defense, Police to notify investors. Written notices shall be sent to foreign investors and economic organizations in which foreign investors contribute capital, purchase shares or purchase capital contributions.
Step 2: Foreign investors make capital contributions, purchase shares, and contribute capital to enterprises with foreign capital
Form of capital contribution: through direct investment capital account in the form of bank transfer.
The members and shareholders transferring capital shall declare tax upon the transfer according to the law on personal income tax and corporate income tax (if any).
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Step 3: Change the Business Registration Certificate at the Business Registration Office – Department of Planning and Investment
Case 1: New foreign investors contribute capital to the enterprise
- Profile of new foreign investors contributing capital to the enterprise
- Notice of change of business registration information signed by the legal representative of the enterprise.
- Then, Resolutions and decisions of the company owner, for single-member limited liability companies; resolutions; decisions and meeting minutes of the Members’ Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the change of capital regulations.
- List of members of limited liability companies with two or more members; list of members of a partnership, which does not include declarations of capital contributors. The lists must include the signatures of the members whose capital contribution is changed; the signature of the member whose capital contribution is not required.
- Notarized copy of ID card/passport of new member/shareholder contributing capital to the company.
- Document of the Investment Registration Authority approving the capital contribution; share purchase of capital contributions from foreign investors or foreign-invested economic organizations; in case the procedures must be carried out register for capital contribution; purchase of shares or purchase of contributed capital in accordance with the Law on Investment.
Implementation procedure
Enterprises submit 01 application at the Business Registration Office – Department of Planning and Investment.
Within 03 working days from the date of receipt of a valid application; the business registration authority shall issue a new business registration certificate to the enterprise.
Case 2: Foreign investors receive transfer of shares/contributing capital in the enterprise
- Firstly, Profile of foreign investors receiving transfer of shares/contributing capital in the enterprise
- Secondly, notice of change of business registration information signed by the legal representative of the enterprise.
- Thirdly, list of members of limited liability companies with two or more members; then list of members of a partnership, which does not include declarations of capital contributors. The lists must include the signatures of the members whose capital contribution changed; the signature of the member whose capital contribution is not required.
- Then, Share transfer contract or documents proving the completion of the transfer.
- A copy of the individual’s legal papers in case the transferee is an individual; copies of legal papers of organizations; copies of legal papers of individuals for authorized representative;s and copies of documents of appointment of authorized representatives in case the transferee is an organization.
- Document of the Investment Registration Authority approving the capital contribution; share purchase; purchase of capital contributions from foreign investors or foreign-invested economic organizations; in case the procedures must carried out. register for capital contribution; purchase of shares or purchase of contributed capital in accordance with the Law on Investment.
Implementation procedure
So, Enterprises submit 01 application at the Business Registration Office – Department of Planning and Investment.
Within 03 working days from the date of receipt of a valid application; the business registration authority shall issue a new business registration certificate to the enterprise.
It also related to Procedures for changing investors in foreign-invested enterprise in Vietnam
Step 4: Make changes to investors in the Investment Registration Certificate
Dossier of change of investor in Investment Registration Certificate
Firstly, written request for adjustment of investment project.- Secondly, report on the implementation of investment projects up to the time of adjustment.
Investor’s decision on adjustment of investment project for institutional investors. - Thirdly, explain or provide documents related to investor adjustment according to regulations, including: Documents on investor’s legal status; Documents proving the investor’s financial capacity; Documents proving that the investor has contributed capital, purchased shares, contributed capital, etc.
Implementation procedure
Accordingly, the enterprise submits 01 application at the investment registration certificate-issuing agency;
Within 10 days from the day on which the valid application is received; the Investment Registration Authority shall amend the Investment Registration Certificate for the investor.
Related questions about procedures for changing investors in foreign-invested enterprise in Vietnam
The parties in FDI investment?
In essence, FDI is the meeting of the needs of two parties one side is the investor; and the other side is the country receiving the investment
The management of FDI enterprises?
So, FDI enterprises have direct participation in the management of foreign countries; the management right depends on the capital contribution ratio between the two parties. However, when investing in Vietnam they are all Vietnamese legal entities; born; operates and many legal systems governed in Vietnam.
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