Procedures for foreigners to purchase Vietnamese companies Vietnam

by DangKhoi

Currently, Vietnam is on the way of integration and development; And opening the market attracts investment and had created favorable conditions for many FDI enterprises to invest in Vietnam. additionally, Vietnamese law also allows foreign enterprises to buy 100% of shares in all types of domestic companies. So what are the procedures for foreigners to acquire Vietnamese companies? Let’s find out in this article with LSX Law firm.

Legal Ground

Investment Law 2020

What are foreigners?

Foreigners are foreign individuals with foreign nationality. They have the right to come to Vietnam to invest, and Vietnam’s legal policies always create favorable conditions for investors in order to attract capital from foreign countries to Vietnam.

So foreigners who want to contribute capital to enterprises in Vietnam can choose to buy shares of joint-stock companies that have been issued to the public through the stock market, or come to Vietnam to carry out the procedures for capital contribution or purchase shares of enterprises in Vietnam in accordance with Vietnamese law.

Foreign investors who want to buy shares, contributed capital in Vietnamese companies

Transferring the company to a foreigner means that this person will hold 100% of the company’s charter capital, so this procedure needs to be done prior to the transfer.

Conditions for foreigners to purchase Vietnamese companies:

The Department of Planning and Investment will check if the following conditions are satisfied:

  • Maximum charter capital ownership ratio applicable to foreign investors;
  • Investment form, scope of activities of investment partners participating in investment activities;
  • Other conditions as prescribed in international treaties to which Vietnam is a contracting party.

If the capital contribution or share purchase meets the conditions above, then the foreign investor will receive a written notice from the Department of Planning and Investment within 15 days from the date a complete investment dossier is received allowing them to carry out procedures for changing shareholders in accordance with the law, otherwise, they will receive a written notice clearly stating the reason.

The complete Dossier requires the following:

  • of a written registration for capital contribution, purchase of shares or  contributed capital, including the following contents: information about the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution; rate of ownership of charter capital of foreign investors after capital contribution, purchase of shares or contributed capital in the economic organization;
  • A copy of the identity card, identity card, or passport for the individual investor; copy of Certificate of Establishment or other equivalent document certifying legal status if the investor is an organization.
  • A notarized copy of the business registration certificate of a Vietnamese economic organization.

Implementation procedures

  • Firstly, Foreign investors submit dossiers at the Department of Planning and Investment.
  • Then, Within 15 working days from when the valid dossier is received; The business registration authority shall issue a Notice of eligibility for capital contribution; buying shares, contributed capital and Vietnamese enterprises.
  • Finally, after obtaining approval for the purchase of contributed capital/shares; The new transfer company can proceed with the following procedures.

Documents required:

  • A copy of the identity card, identity card, or passport for the individual investor; copy of Certificate of Establishment or other equivalent document certifying legal status if the investor is an organization.
  • Authenticated copy of the identity card, identity card or passport of the individual representing the management of the contributed capital portion of the foreign investor.
  • In case of authorization for a representative organization in Vietnam: you must have a valid copy of the document on the authorization of the foreign investor for the representative organization in Vietnam; and a valid copy of the business registration certificate of the representative organization in Vietnam.
  • Documents related to the person directly performing the transaction (if any).

After submitting the documents:

  • The beginning of the procedures for registration of capital contribution, purchase of shares or contributed capital at a competent state agency is: 15 working days from the date of submission of valid dossiers. ;
  • The beginning of the procedures for changing business registration contents at competent state agencies is: 03 working days; from the date of submission of a valid application.
  • Note: The time above does not include the modification time; supplement at the request of a competent state agency (if any).

Why should you choose Law firm X?

Firstly, Prestigious professional services: Lawyer X has a team of experienced consultants in the business field. When using the service, customers can rest assured about legal procedures; as well as the maximum benefits that you can enjoy.

Secondly, On time: With the motto “Get your lawyer right at your fingertips”; We make sure the service is always done on time. The client’s interests are always put first by Law firm X.

Thirdly, Cost: The service cost of Law Firm X is highly competitive; depending on the nature of each particular case. We want our customers to have the best possible service experience. Costs to ensure compliance; most economical for customers.

Fourthly, Confidentiality of customer information: Personal information of customers; Law Firm X will keep 100% confidentiality. 

Finally, hope this article helps you understand the procedures for foreigners to purchase Vietnamese companies Vietnam.

If you have any questions; please contact Lawyer X for quick and best legal services: 0833102102.

Frequently Asked Questions

Does the industry apply investment conditions to foreign investors?

For some specific areas where Vietnamese law; or an international treaty in which Vietnam is a contracting party contains provisions on the limit on the percentage of charter capital ownership by foreigners, the investor may not own more than that percentage.

Conditions for foreign organizations to contribute capital or buy shares in Vietnamese enterprises?

In order to buy shares in a Vietnamese enterprise, you must have an investment capital account opened at a commercial bank in Vietnam. All purchases; sell joint stock; transfer of contributed capital; collection and use of dividends and distributed profits; money transfer abroad and other activities related to investment in Vietnamese enterprises are all through this account. Additionally, the opening, closing, use, and management of investment capital accounts must comply with relevant laws.

See more

Dissolution of enterprises with foreign capital in Viet Nam

Dossier of the application for approval of investment policy in Vietnam

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