Capital Contribution to a Limited Liability Company in Vietnam for Foreign Investors

There are many ways to invest in Vietnam. Foreign investors can set up companies, open representative offices,… In which, capital contribution to a limited liability company is quite a common way.

Foreign investors buy shares of single share-holder limited companies

Purchase all the capital contribution to become an owner

Step 1: Registration of capital purchase

Required documents:

  • Registration document for capital contribution, including: Information of the company in which the foreign investor wants to purchase capital; percentage of the foreign investor’s ownership in charter capital.
  • Copy of ID card or passport for individual investor; a copy of the Certificate of Establishment or another equivalent document certifying the legal status of the institutional investor.

Procedure

Investors submit a complete dossier in Investment registration agency

Within 15 working days from the date of receipt of a complete and valid dossier the investment registration agency shall issue a notice of eligibility to purchase capital in the limited company.

Step 2: Change of Business Registration Information

Required documents:

  • Notice of changes in business registration information;
  • Valid copies of the following documents:
    • Valid ID card or passport in case the new owner is an individual; and
    • Establishment decision or Certificate of enterprise registration or other equivalent document in case the new owner is an organization; List of authorized representatives; Valid ID card or passport of the authorized representative and corresponding authorization document;
  • A valid copy of the revised charter of the company;
  • Contract of capital transfer / gift or documents proving completion of the transfer / gift of capital;
  • Document of the Department of Planning and Investment approving the capital contribution, share purchase, capital contribution of the foreign investor.

Note: all the documents from abroad must be consular legalized.

Procedure

Within 03 working days from the date of receipt of a complete and valid dossier, the business registration office will issue the Business Registration Certificate.

Purchase of a capital contribution portion of the owner to convert from a one-member limited liability company to a two-member limited company

Case 1: Capital contribution leads to foreign investors holding more than 51% of the company’s charter capital

Step 1: Registration of capital purchase, capital contribution

Step 2: Change of Business Registration Information

Case 2: Capital contribution leads to foreign investors not holding more than 51% of the company’s charter capital

(In case it is not a conditional business line for foreign investors, the enterprise just carries out procedure related to changing enterprises as in case 1).

Foreign investors buy shares of multi-member limited liability companies

Case 1: Capital contribution leads to foreign investors holding more than 51% of the company’s charter capital

Step 1: Registration of capital purchase, capital contribution

Step 2: Change of Business Registration Information

Required documents

  • Notice of changes in business registration information;
  • Contract of capital transfer / gift or documents proving completion of the transfer / gift of capital;
  • Valid copies of the following documents:
    • Valid ID card or passport in case the new owner is an individual; and
    • Establishment decision or Certificate of enterprise registration or other equivalent document in case the new owner is an organization; List of authorized representatives; Valid ID card or passport of the authorized representative and corresponding authorization document;
  • Document of the Department of Planning and Investment approving the capital contribution, share purchase, capital contribution of the foreign investor.

Procedure

Within 03 working days from the date of receipt of a complete and valid dossier, the business registration office will issue the Business Registration Certificate.

Case 2: Capital contribution leads to foreign investors not holding more than 51% of the company’s charter capital

(In case it is not a conditional business line for foreign investors, the enterprise just carries out procedure related to changing enterprises as in case 1).

Step 1: Registration of capital purchase, capital contribution

Step 2: Change of Business Registration Information

ANS Law ‘s service

  • Providing advice prior to submitting the dossiers in Vietnam;
  • Preparing the required documents;
  • Translating the documents into Vietnamese and then notarizing them;
  • Submitting the dossiers in Vietnam. Work with Vietnam authority to ensure that the certificates shall be issued punctually;
  • Guiding clients to complete the required procedures after being issued the certificates;
  • Supporting clients during business operation in Vietnam.