Process of capital contribution of foreign companies to Vietnamese companies

1. Forms of capital contribution by foreign companies to Vietnamese companies

Foreign companies may contribute capital to Vietnamese companies in the following forms:

• For joint-stock companies: Foreign companies can buy shares issued for the first time or additionally issued shares of a joint-stock company through the purchase of shares of the company or its shareholders.

• For limited liability companies: Foreign companies can contribute capital to a limited liability company through the purchase of capital contributions from members of the limited liability company to become a member of the company. limited liability or additional capital contribution to a limited liability company.

• For a partnership: A foreign company may contribute capital to a partnership to become a capital contributing member of the company or purchase a capital contribution portion of a capital contributor in a partnership to become a capital-contributing member of a partnership.

2. Process of capital contribution by foreign companies to Vietnamese companies

Step 1. Register to buy capital contribution, buy shares of Vietnamese company

Licensing agency: Department of Planning and Investment.

Estimated implementation time: 10 working days.

Applications include:

• A written registration for capital contribution, share purchase or capital contribution purchase, including the following contents: information on enterprise registration of the company to which the foreign company intends to contribute capital, purchase shares or capital contribution; business lines; list of founding shareholders, list of shareholders being foreign companies (if any); the rate of ownership of the charter capital of the foreign company before and after capital contribution, purchase of shares or capital contribution to the company; transaction value of the contract of capital contribution, share purchase, capital contribution purchase; information about the company's investment project (if any).

• Copies of legal documents of individuals and organizations that contribute capital, purchase shares, purchase capital contributions and economic organizations to which the foreign company contributes capital, purchases shares or purchases capital contributions.

• Written agreement on capital contribution, purchase of shares, purchase of contributed capital between the foreign company and the Vietnamese company receiving capital contribution.

Step 2. Change the Business Registration Certificate to add foreign company information

In case a foreign company purchases a capital contribution from a limited company, the enterprise needs to carry out procedures for changing the Business Registration Certificate at the Department of Planning and Investment.

In case a foreign company buys a share of the capital contribution of a joint-stock company, it is necessary to carry out the procedure for Notice of shareholders being foreign investors with the Department of Planning and Investment.

3. Legal basis

• Enterprise Law No. 59/2020/QH14 dated June 17, 2020.

• Investment Law No. 61/2020/QH14 dated June 17, 2020.

• Decree No. 31/2021/ND-CP guiding the Investment Law 2020.

• Decree No. 47/2021/ND-CP detailing some articles of the Enterprise Law.