Registration of investment capital for company establishment in Vietnam

by BichNgoc

Most of the business lines in Vietnam, at present, do not have regulations on the minimum amount of capital when registering for investment. Except for a few cases such as: Real estate business, employment services, tourism services, healthcare… For industries that do not require minimum registered capital, foreign investors are allowed Register according to your capital needs. However, wherever foreign investors register, they need to prove their financial capacity there. And above all, it is necessary to transfer the registered capital according to the registered time limit, usually 90 days from the date of issuance of the license. Foreign investors can apply for an extension if they cannot contribute enough. However, it is necessary to apply for an extension before the deadline. LSX Lawfirm will give you an article about: ” Registration of investment capital for company establishment in Vietnam” as follows:

WTO commitments and international treaties on investment that Vietnam has signed or acceded
Enterprise Law 2020

Investment Law 2020
Decree 31/2021/ND-CP
Decree No. 01/2021/ND-CP

Forms of foreign investors contributing capital to Vietnamese companies

Investors can contribute capital to the company

  • 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 that do not fall into one of the above cases.

Related article: Procedures need to do after establishing Representative Office in Vietnam


Foreign investors buy shares, buy capital contributions of the company

  • Buying shares of a joint stock company from the company or shareholders
  • Buy the capital contribution of a member of a limited liability company to become a member of a limited liability company
  • Purchase of capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership
  • Purchase of capital contributions from members of other economic organizations that do not fall into the above cases.

Case 1

Foreign investors carry out procedures for registration of capital contribution; purchase of shares or purchase of contributed capital of the company before changing members
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:

The contribution of capital, purchase of shares, 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 of economic organizations in the following cases:

  • Increase foreign investor’s share of charter capital 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.

Dossier for registration of capital contribution, purchase of shares or capital contribution by foreign investors:

  • Written registration of capital contribution, purchase of shares or contributed capital.
  • 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.
  • Written agreement on capital contribution, share purchase, purchase of capital contributions between foreign investors and economic organizations receiving capital contribution; purchase of shares or contributed capital.
  • Declaration document (enclosed with a copy) Certificate of land use right of the economic organization receiving capital contribution; shares or capital contribution of foreign investors.

Case 2

  • Foreign investors carry out procedures for changing shareholders and members at the business registration agency.
  • Investors who are not specified in Case 1 carry out the procedures for changing shareholders or members in accordance with relevant laws when contributing capital; buying shares or purchasing capital contributions from economic organizations in Vietnam. The business registration office where the economic organization is headquartered.
  • If there is a need to register for capital contribution, share purchase or capital contribution purchase of economic organizations; investors shall comply with the provisions of Case 1.

Dossier to change business registration

  • Firstly, Notice of change of business registration contents
  • Secondly, Decide on the change of members of the company
  • Thirdly, Minutes of the meeting on the change of company members (if any)
  • Then, The transfer contract and documents certifying that the transfer has been completed, certified by the legal representative of the company
  • Then, List of capital contributors or register of shareholders
  • Finally, Notarized copy of the new member’s passport to contribute capital to the company (if any).

Related questions about “Registration of investment capital for company establishment in Vietnam”

Are there any restrictions for foreign investors when investing in Vietnam?

Investors are required to meet the investment conditions of WTO commitments, international treaties on investment that Vietnam has signed or acceded to and domestic laws.

Are foreign investors’ nationality restricted when contributing capital in Vietnamese companies?

Currently, investor nationality is no longer restricted from receiving investment, except for a few nationalities who are not allowed to receive investment because it affects national defense, security, politics and social order…

What is the maximum ownership ratio of foreign investors in Vietnamese companies?

Restrictions on the percentage of capital contribution are set for some specific conditional occupations that investors intend to register. In addition, there are still popular industries with unlimited capital contribution to encourage investment.

Contact LSX Lawfirm

Finally, hope this article is useful for you to answer the question about: ” Registration of investment capital for company establishment in Vietnam”. If you need any further information, please contact  LSX Law firm : +84846175333 or Email: hoangson@lsx.vn

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