Capital Contribution and Share Acquisition Registration by Foreign Investors 2026

Long Phan Consulting addresses a question troubling many foreign-invested enterprises in 2026. When must a company register capital contribution and share acquisition by foreign investors with the investment registration authority before completing a transfer? When is a direct filing for a change of members or shareholders at the business registration authority enough? Under Clause 3, Article 21 of the Law on Investment 2025 and Article 76 of Decree No. 96/2026/ND-CP, only three specific cases require prior approval. Misclassifying a transaction can lead to dossier rejection or a transfer without valid legal grounds. Long Phan Consulting’s investment law team prepared this article to set out the applicable framework, so enterprises can correctly identify which procedure applies to their case.

Scope of Application: When Is an Entity Treated as a “Foreign Investor” in a Capital Contribution Transaction?

Not every economic organization with a foreign element must follow foreign investor procedures. Article 20 of the 2025 Investment Law clearly separates economic organizations that are treated as foreign investors from those treated as domestic investors, and this classification determines the entire dossier process that follows.

Three Groups of Economic Organizations Subject to Foreign Investor Conditions and Procedures

Under Clause 1, Article 20 of the 2025 Investment Law, an economic organization must meet the conditions and follow the procedures applicable to foreign investors. This applies when it contributes capital to, or acquires shares or contributed capital in, another economic organization, if it falls into one of three groups:

• Point a: a foreign investor holds more than 50% of charter capital, or, for a partnership, the majority of general partners are foreign individuals.
• Point b: an economic organization under Point a holds more than 50% of charter capital.
• Point c: a foreign investor and an economic organization under Point a together hold more than 50% of charter capital.

Economic Organizations Outside These Three Groups Are Treated as Domestic Investors

Clause 2, Article 20 of the 2025 Investment Law provides that economic organizations not falling under Points a, b, or c of Clause 1 follow the conditions and procedures applicable to domestic investors. This is the key basis for excluding Vietnamese enterprises with foreign shareholding of 50% or below from the prior approval requirement when they contribute capital to another company.

Three Mandatory Conditions for Capital Contribution and Share Acquisition Transactions

Regardless of which group applies, Clause 2, Article 21 of the 2025 Investment Law requires three groups of conditions. These must be satisfied simultaneously whenever a foreign investor directly contributes capital to, or acquires shares or contributed capital in, an economic organization. The first is market-access conditions under Article 8 of the 2025 Investment Law. The second is safeguards for national defense and security under the Investment Law and related legislation. The third is land law conditions on land use rights on islands, in border communes, wards or special zones, and in coastal communes or wards.

>>SEE MORE: When is it required to apply for an Investment Registration Certificate

When Is Prior Approval Registration Required Before Changing Members or Shareholders?

This is the central question enterprises must answer first. Clause 3, Article 21 of the 2025 Investment Law lists exactly three cases requiring prior approval registration. If a transaction does not fall into one of these three cases, the investor does not need to complete the approval step.

Case 1: Increasing Ownership in Conditional Market-Access Business Lines

Point a, Clause 3, Article 21 of the 2025 Investment Law requires prior approval registration for capital contribution or share acquisition that increases a foreign investor’s ownership ratio. This applies in an economic organization operating a conditional market-access business line. Under Article 17 and Appendix I of Decree No. 96/2026/ND-CP, this list has two parts. Section A lists 23 business lines not yet open to foreign investors, including press, judicial administrative services, and state monopolies. Section B lists 62 conditional market-access business lines, including production and distribution of cultural products, insurance, banking, securities, and postal and telecommunications services. Enterprises must compare their registered business line against Section B to determine whether prior approval registration applies.

Case 2: Transactions That Push Foreign Ownership Above the 50% Charter Capital Threshold

Point b, Clause 3, Article 21 of the 2025 Investment Law applies to transactions that push ownership above 50% of charter capital. This threshold covers a foreign investor, or an economic organization under Points a, b, or c of Clause 1, Article 20. It covers two situations: an increase from 50% or below to above 50%, or a further increase in ownership that is already above 50%. Enterprises most often overlook this second situation. A follow-on capital contribution after crossing the 50% threshold still requires prior approval, not only the first transaction that crosses it.

Case 3: Economic Organizations Holding Land Use Rights in Defense- and Security-Sensitive Areas

Point c, Clause 3, Article 21 of the 2025 Investment Law applies when a foreign investor contributes capital to, or acquires shares or contributed capital in, an economic organization holding a land use rights certificate. This covers land on an island, in a border commune, ward, or special zone, in a coastal commune or ward, or in another area affecting national defense and security. This case triggers the additional consultation procedure with military and police authorities described in the process section below.

>>See more: Current forms of increasing charter capital of joint stock companies

When Is a Simple Business Registration Change Sufficient?

The exclusion principle allows most capital contribution and share acquisition transactions involving small and medium enterprises to bypass the prior approval step, saving significant processing time.

The Exclusion Principle Under Clause 2, Article 76 of Decree No. 96/2026/ND-CP

Clause 2, Article 76 of Decree No. 96/2026/ND-CP sets out an exclusion rule. Except for the cases under Clause 3, Article 21 of the 2025 Investment Law, an economic organization receiving foreign capital contribution or share acquisition does not need prior approval. It instead files a change of members or shareholders directly with the business registration authority.

Receiving Authority and Procedure for Changing Members or Shareholders

The change of members or shareholders is filed with the business registration authority under Decree No. 168/2025/ND-CP on business registration, which replaces Decree No. 01/2021/ND-CP. Dossier requirements vary by enterprise type. Article 46 of Decree No. 168/2025/ND-CP sets out the dossier for changing the owner of a single-member limited liability company, with corresponding articles covering multi-member limited liability companies and joint stock companies. For transactions subject to prior approval under Clause 3, Article 21 of the 2025 Investment Law, the business registration change dossier must also include a copy of the investment registration authority’s approval. This links Step 5 of the investment registration process below with the business registration change dossier.

Illustrative Example for Self-Assessment

A foreign investor purchases additional shares in a company operating a business line outside the restricted market-access list. After the transaction, foreign ownership remains below 50%, and the company holds no land use rights in a sensitive area. This transaction does not fall under Point a, b, or c of Clause 3, Article 21, so only a change of shareholders needs to be filed with the business registration authority.

Competent Authority and Filing Location

Identifying the correct receiving authority from the outset avoids dossiers being redirected, particularly for transactions involving land in defense and security areas.

The Investment Registration Authority at the Economic Organization’s Head Office

Under Clause 3, Article 76 of Decree No. 96/2026/ND-CP, an economic organization with foreign capital contribution or share acquisition falling under Clause 3, Article 21 of the 2025 Investment Law must file one dossier. This dossier is filed with the investment registration authority where the economic organization has its head office.

Role of the Provincial Military Command and Provincial Police in Defense- and Security-Related Cases

Clause 5, Article 76 of Decree No. 96/2026/ND-CP sets out a separate process for economic organizations holding a land use rights certificate in an area affecting national defense and security. The investment registration authority must consult the Provincial Military Command and Provincial Police before issuing the approval notice, following the timeline described in Step 4 below.

Procedure for Registering Capital Contribution and Share Acquisition by Foreign Investors

The procedure below applies to transactions under Clause 3, Article 21 of the 2025 Investment Law that require prior approval registration, and does not apply to transactions that only need a business registration change.

Step 1: Preparing the Registration Dossier

Under Clause 3, Article 76 of Decree No. 96/2026/ND-CP, the dossier includes four items:

• A registration document for capital contribution, share acquisition, or contributed capital acquisition under Form No. I.1.13, Appendix 1 of Circular No. 55/2026/TT-BTC.
• Documents on the legal status of the contributing party and the receiving economic organization.
• A principle agreement between the foreign investor and the economic organization or its shareholders or members.
• For cases under Point b, Clause 4, Article 75 of Decree No. 96/2026/ND-CP, information on or a copy of the land use rights certificate.

Step 2: Filing the Dossier with the Investment Registration Authority

The investor files one dossier directly with the investment registration authority where the economic organization has its head office, at the address determined under the competent authority section above.

Step 3: Review of Conditions and the 10-Working-Day Processing Period

This step applies to cases under Points a and b, Clause 3, Article 21 of the 2025 Investment Law, which do not involve defense or security land. Clause 4, Article 76 of Decree No. 96/2026/ND-CP sets a review period of 10 working days from receipt of a valid dossier. Within this period, the investment registration authority reviews compliance with the conditions under Clause 2, Article 21 of the 2025 Investment Law and Clause 4, Article 75 of Decree No. 96/2026/ND-CP. It then notifies the investor and the relevant economic organization.

Step 4: Additional Procedure for Land in Defense and Security Areas (If Applicable)

For cases under Point c, Clause 3, Article 21, Clause 5, Article 76 of Decree No. 96/2026/ND-CP sets out a separate sequence. The whole sequence still runs within the 10-working-day timeframe from receipt of a valid dossier, with no additional time added. Within the first 2 working days, the investment registration authority consults the Provincial Military Command and Provincial Police. Within 5 working days of receiving the request, these authorities must respond, and silence past this deadline is treated as approval. Within the same 10-working-day period, the investment registration authority must complete its review and issue the notice to the investor.

Step 5: Receiving the Approval Notice and Completing the Business Registration Change

Under Clause 6, Article 76 of Decree No. 96/2026/ND-CP, after approval, the economic organization completes the change of members or shareholders with the business registration authority under Decree No. 168/2025/ND-CP. A foreign investor’s rights and obligations as a member or shareholder are established only once this business registration change is complete, not upon receipt of the approval notice.

Quick Reference: Prior Approval Registration or Simple Business Registration Change?

Enterprises can compare their situation against the table below before preparing a dossier, to avoid filing in the wrong place or missing a mandatory step.

Common Mistakes That Cause Dossier Rejection or Delay

Based on practical experience handling foreign-related investment dossiers, Long Phan Consulting has identified four recurring error patterns that cost enterprises unnecessary time.

Misidentifying the Filing Party: Foreign Investor or Economic Organization

Under Clause 3, Article 76 of Decree No. 96/2026/ND-CP, the party filing the capital contribution or share acquisition registration dossier is the economic organization receiving the foreign investment, not the foreign investor itself. Many enterprises mistakenly let the foreign investor file directly, leading to requests for supplementation or resubmission.

Overlooking the Prior Approval Requirement After Completing a Business Registration Change

The most common scenario is an enterprise completing a change of shareholders with the business registration authority first. It later discovers the transaction falls under Point b, Clause 3, Article 21 for exceeding the 50% threshold, forcing the process to restart.

Missing Documentation Proving Land Use Rights in Sensitive Areas

Point d, Clause 3, Article 76 of Decree No. 96/2026/ND-CP requires sufficient information or a copy of the land use rights certificate. Failing to provide it leaves the investment registration authority without adequate grounds to consult the Provincial Military Command and Provincial Police within the required timeframe.

Confusing the 50% Ownership Threshold Across Successive Capital Contributions

Enterprises often check the 50% threshold only at the first capital contribution. They overlook the obligation to register prior approval for subsequent contributions once foreign ownership has already exceeded 50%, as required under Point b, Clause 3, Article 21 of the 2025 Investment Law.

Consulting and Representation Services for Foreign Investors’ Capital Contribution and Share Purchase Registration Procedures at Long Phan Consultin

Long Phan Consulting supports clients on capital contribution and share acquisition registration matters with the following services:

• Reviewing the enterprise’s business lines and current foreign ownership ratio to determine whether the transaction requires prior approval registration or only a business registration change.
• Preparing the capital contribution and share acquisition registration document under Form No. I.1.13 of Circular No. 55/2026/TT-BTC and compiling the full dossier under Article 76 of Decree No. 96/2026/ND-CP.
• Representing clients before the investment registration authority throughout the review process, including cases requiring consultation with the Provincial Military Command and Provincial Police.
• Completing the business registration change with the business registration authority after the approval notice is issued, ensuring shareholder or member rights and obligations are established at the correct time.

Enterprises, clients, or investors seeking a preliminary assessment may send their case documents via email at info@longphanpmt.com or Zalo/WhatsApp at +84 906 735 386.

Frequently Asked Questions About Capital Contribution and Share Acquisition Registration by Foreign Investors

Capital contribution and share acquisition registration by foreign investors often raises questions about ownership ratios, market-access business lines, and the timing of the approval procedure. The following questions help enterprises determine their obligations before and after a transaction.

Conclusion

Correctly classifying a transaction into one of the three cases requiring prior approval registration under Clause 3, Article 21 of the 2025 Investment Law is essential. This classification determines the entire procedure, timeline, and dossier that an enterprise must prepare for capital contribution and share acquisition registration by foreign investors. Enterprises should review their business lines and ownership ratio before each capital contribution to avoid processing steps out of order. Long Phan Consulting accompanies enterprises throughout this process. Contact hotline 1900636389 for direct support.