In the context of global economic integration, foreign investors participating in the Vietnamese market through capital contribution, share purchase, or capital contribution purchase is increasingly popular. However, the legal regulations related to these transactions are quite complicated, requiring in-depth understanding and strict compliance.

GT Law provide Comprehensive consulting and support services for foreign investors and Vietnamese enterprises in the process contribute capital, buy shares, buy capital contributionWe are committed to helping customers carry out procedures quickly, accurately, optimize benefits and ensure compliance with all current legal regulations.

Forms of capital contribution, share purchase, capital contribution purchase of foreign investors

Foreign investors can invest in Vietnamese companies through the following forms:

• Purchase of initial public offering or secondary issuance shares additional actions of the joint stock company.
• Contribute capital to limited liability companies and partnerships.
• Purchase of shares of a joint stock company from the company or shareholders.
• Purchase of capital contributions from limited liability company member to become a member of a limited liability company.
• Purchase the capital contribution of a capital contributor in a partnership to become a capital contributor of the partnership.
• Contribute capital, buy capital contributions of members of other economic organizations not included in the above cases.

Cases and procedures to be followed

Foreign investors contributing capital, buying shares, buying capital contributions in Vietnamese companies are divided into specific cases with different procedures:

Case 1: No investment registration procedure required (Notification of eligibility for capital contribution)

Applicable when:

• Foreign investors contribute capital, buy shares, buy capital contributions The foreign investor's charter capital ownership ratio in the company after the transaction is still from 50% or less..
• Or investing in business industries Not included in the list of conditional investment and business sectors for foreign investors as prescribed by law.
• Or economic organizations that do not have land use right certificates in areas sensitive to national defense and security.

Procedure:

1. Capital contribution/capital transfer: Investors and enterprises/shareholders carry out capital contribution/capital transfer transactions. Related parties declare income tax from the transfer (if any).
2. Change of Business Registration Certificate: Enterprises only need to carry out procedures to change the Business Registration Certificate at the Business Registration Office.

Documents to prepare:

• Notice of change of business registration content.
• Company decision on change of members/shareholders.
• Minutes of meeting on company change.
• Capital contribution/transfer contract and documents certifying completion of capital contribution/Transfer confirmed by the company's legal representative.
• List of capital contributors or list of foreign shareholders.
• Notarized copy of passportCertificate of business registration of individual investor / Certificate of business registration of institutional investor.

Receiving agency and processing time:

• In Hanoi:
  • Business Registration Office – Department of Planning and Investment of Hanoi City.
  • Place to submit application: Usually at the one-stop department of Hanoi Department of Planning and Investment.
• In Ho Chi Minh City:
  • Business Registration Office – Department of Planning and Investment of Ho Chi Minh City.
  • Application submission location: Usually at the one-stop department of the Department of Planning and Investment of Ho Chi Minh City.
• General processing time: Within the time limit 03 working days From the date of receiving valid documents, the Business Registration Authority shall issue a new Business Registration Certificate to the enterprise.

Case 2: Request for investment registration procedures (Notification of eligibility for capital contribution)

Applicable when:

• Capital contribution, share purchase, capital contribution purchase by foreign investors leads to foreign investors holding over 50% charter capital of Vietnamese company.
• Or Economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions Certificate of land use rights in islands, border communes, wards and towns and coastal communes, wards and towns; other areas affecting national defense and security.h.
• Or other cases as prescribed by specialized laws.

Procedure steps:

Step 1: Register to contribute capital, buy capital contributions, buy shares at the Investment Registration Agency

• Subject of implementation: Foreign investors (individuals/organizations).
• Documents to prepare:
  • Document of registration of capital contribution, purchase of shares, capital contribution of foreign investors to economic organizations (according to Form AI7 issued with Circular No. 03/2021/TT-BKHĐT).
  • Copy of legal documents of individuals/organizations contributing capital, purchasing shares, purchasing capital contributions (Passport/ID card/CCCD for individuals; Certificate of establishment or equivalent documents for organizations).
  • Copy of legal documents of Economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
  • Agreement in principle on capital contribution, share purchase, capital contribution purchase between foreign investors and economic organizationsshareholder/capital contributor
  • Copy of Land Use Rights Certificate of the economic organization (applicable to cases related to defense and security areas).
  • Letter of introduction, letter of authorization to submit application (if any).
• Agency receiving documents and submission location:
  • In Hanoi:
    • Foreign Economic Affairs Department - Hanoi Department of Planning and Investment: If the company is headquartered outside industrial parks, export processing zones, or high-tech zones.
    • Hanoi Industrial and Export Processing Zones Authority: If the company is headquartered in industrial parks or export processing zones.
    • Place of submission of application: Usually at the one-stop department of the corresponding agencies.
  • In Ho Chi Minh City:
    • Investment Department – Department of Planning and Investment of Ho Chi Minh City: If the company is headquartered outside industrial zones, export processing zone, high-tech park, economic zone

    • Ho Chi Minh City Export Processing and Industrial Zones Authority (HEPZA): If the company is headquartered in industrial zones, Export processing zone.

    • Application submission location: Usually at the one-stop department of the respective agencies.

  • General notes: The declaration can be done online and the declaration code can be obtained. Then submit the application directly to the Reception and Results Department within 15 days from the date of online declaration.

• Processing time:

  • Normally: 10-15 working days from the date of receipt of valid documents, The investment registration authority will notify about the satisfaction of capital contribution conditions, buy shares, capital contribution

  • In cases involving national defense, security (island, border, coastal, defense and security influence area): Within 03 working days, Investment registration agency consults the Ministry of National Defense, Ministry of Public Security. Within 07 working days, The Ministries have comments. Total processing time is still within 15 days from the date of receipt of valid documents.

• Result: Notice of meeting capital contribution conditions, buy shares, foreign investor's capital contribution.

Step 2: Foreign investors contribute capital, buy shares, and contribute capital.

• After notification of eligibility, Investors contribute capital or buy shares/capital contributions.

• In case foreign investors contribute capital of more than 51%, Vietnamese companies must open a direct investment capital account and all capital contribution/transfer transactions must go through this account.

• Members/shareholders transferring capital must declare and pay taxes according to the provisions of personal income tax/corporate income tax law (if any).

Step 3: Change the Business Registration Certificate

• After the capital contribution/transfer transaction is completed, Enterprises carry out procedures to change the Certificate of Business Registration to update information about foreign members/shareholders at the Business Registration Office - Department of Planning and Investment at the provincial level.

• The implementation procedure is similar to Case 1 (within 03 working days, there will be a new Business Registration Certificate).

Step 4 (If any): Request for Investment Registration Certificate

• This procedure only applies to industries and business lines that require an Investment Registration Certificate (for example: training, educational services, some specific service industries, etc.).
• Documents to prepare:
  • Document proposing to implement investment project.
  • Documents on the legal status of the investor (copy of ID card/CCCD/Passport for individuals; copy of Certificate of Establishment or equivalent document for organizations).
  • Investment project proposal (objectives, scale, capital, progress, location, labor demand...).
  • Documents proving the financial capacity of the investor (financial reports of the last 2 years, commitment to financial support...).
  • Propose land use needs (if any) or site lease agreement.
  • Explanation of technology use (if the project uses technology on the list of restricted transfer).
  • BCC contract (for investment projects in the form of BCC contract).
• Receiving agency and processing time: Similar to Step 1, the Investment Registration Authority shall issue an Investment Registration Certificate within 15 days from the date of receipt of a valid application if the project meets the conditions on industry, location, planning, investment rate, and market access conditions for foreign investors.

GT Law's foreign investor support services

With extensive experience in the field of foreign investment, GT Law Committed to providing customers with consulting services and implementing procedures for capital contribution, share purchase/capital contribution quickly, conveniently and effectively:

• General advice: Evaluate your specific case, determine the necessary procedures (whether investment registration is required, whether an Investment Registration Certificate is required), and the competent authority in Hanoi or Ho Chi Minh City.
• Service fee: The state fees for these procedures are uniform according to the law nationwide (for example, the procedure for notifying eligibility for capital contribution usually does not have a state fee). However, GT Law's support service fees may have certain differences between Hanoi and Ho Chi Minh City, depending on the complexity of the dossier and market factors in each locality. Please contact GT Law directly to receive a detailed quote that best suits your case.
• Prepare documents: Support drafting, checking and completing all necessary documents, ensuring the highest validity and accuracy.
• Representative submitting application: On behalf of clients, submit documents to Investment Registration Offices and Business Registration Offices in Hanoi or Ho Chi Minh City.
• Monitoring and handling of incidents: Continuously monitor the progress of the application, proactively work with state agencies to promptly resolve additional requests or problems.
• Tax advice: Support consulting on issues related to capital transfer income tax (if any).
• Post-licensing support: Advise on issues related to direct investment capital accounts and other legal regulations after completing the transaction.

For any difficulties or problems related to procedures for foreign investors to contribute capital and purchase shares in Vietnam, please contact GT Law directly for the fastest and most effective support!