Project Adjustment: Capital Contribution with Land

Capital contribution with land use rights necessitates adjusting investment projects as a mandatory legal process. Investors must ensure compliance with land and construction conditions before transferring assets. Long Phan Consulting analyzes the relevant basis, dossier, and sequence below.

Rights to Capital Contribution Using Project Assets

Current law recognizes the property rights of investors regarding valid projects. Using land use rights and attached assets for capital contribution serves as a restructuring method. This mechanism follows Clause 1, Article 52, Decree 31/2021/ND-CP.

Investors may use these assets to establish economic organizations or contribute to existing enterprises. This activity must strictly follow land laws and enterprise regulations. The core nature involves transferring asset ownership from the investor to the receiving economic organization.

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Conditions for Project Adjustment Involving Capital Contribution with Land

Investors must meet specific conditions to ensure economic security and land management order. Clause 2, Article 52, Decree 31/2021/ND-CP details these requirements.

• Land Law Compliance: Adherence to rights and obligations of land users and asset owners.
• Construction Regulations: Compliance with housing and real estate business laws.
• Investment Approvals: Adherence to conditions in the Decision approving investment policy or Investment Registration Certificate.
• State-Owned Enterprise Rules: Compliance with regulations on public asset management for enterprises with 100% state charter capital.
• Foreign Investor Requirements: Satisfaction of conditions under Clause 2, Article 24, Law on Investment 2020 regarding market access.
• Financial Obligations: Full completion of financial duties to the State.

Dossier Components

The dossier proves investor capacity and regulatory compliance. Preparation according to Clause 3, Article 52, Decree 31/2021/ND-CP reduces appraisal time.

• Written request to adjust investment project.
• Report on project implementation status up to the contribution time.
• Shareholder or member agreements regarding the use of land assets for capital contribution.
• Legal status documents of contributing and receiving parties.
• Copies of Investment Registration Certificate or Decision approving investment policy.
• Copies of Land Use Right Certificate (LURC) or ownership certificates for attached assets.

Implementation Procedure

The process requires strict coordination under the Provincial People’s Committee jurisdiction. Clause 5, Article 52, Decree 31/2021/ND-CP (amended by Decree 239/2025/ND-CP) governs this sequence.

• Submission and Consultation: The Investment Registration Authority sends files to relevant state agencies within 02 days of receiving a valid dossier.
• Opinion Collection: Agencies provide opinions on content within their management scope within 07 days.
• Report Formulation: The Investment Registration Authority drafts an appraisal report for the Provincial People’s Committee within 14 days.
• Decision Issuance: The Provincial People’s Committee issues the decision to adjust the investment project within 03 days of receiving the report.

Consulting services on adjusting investment projects when using land use rights and assets attached to land in investment projects to contribute capital to enterprises

Long Phan Consulting provides comprehensive legal solutions to support investors in restructuring projects through capital contributions in the form of land assets. With a team of experts with in-depth knowledge of Investment Law and Land Law, we are committed to bringing peace of mind to our customers during the process of transferring assets. Our services are designed to optimize time and ensure accuracy.

Consulting and specialized support services at Long Phan Consulting include:

• Comprehensive review and assessment of land use rights and assets attached to land expected to be used for capital contribution.
• Check detailed land records, compare planning status and determine financial obligations that need to be completed to ensure that the property meets the conditions prescribed in Article 52 of Decree 31/2021/ND-CP.
• Consulting on solutions to problems, helping to eliminate the risk of application rejection and prevent disputes that may arise in the future.
• Directly draft all components of the dossier, including the Document requesting adjustment of the investment project and the Report on project implementation status up to the time of capital contribution.
• Draft internal documents such as Minutes of capital contribution agreement between members/shareholders, related decisions and resolutions.
• Prepare a report explaining the investor’s capacity and land use plan after capital contribution in a tight and logical manner to convince the state management agency to approve.
• Representing customers to submit documents and work directly with the Provincial People’s Committee or relevant Ministries and branches.
• Actively monitor the appraisal process, promptly explain and supplement information as required by the authorities until receiving the final results.
• Consulting and supporting post-audit issues, guiding businesses to properly implement investment commitments and land law regulations after completing adjustment procedures.

Assessment and Verification

• Review land use rights and assets intended for capital contribution.
• Check land records against planning status to prevent legal conflicts.
• Identify financial obligations to ensure compliance with Article 52, Decree 31/2021/ND-CP.

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Documentation and Drafting

• Draft the request to adjust investment project and implementation status reports.
• Construct internal documents including shareholder agreements and corporate resolutions.
• Create explanatory statements regarding investor capacity and post-contribution land use.

Representation and Compliance

• Submit dossiers to the Provincial People’s Committee and relevant ministries.
• Monitor the appraisal process and provide direct explanations to authorities.
• Guide post-adjustment compliance to adhere to land laws and investment commitments.

Common Queries

Long Phan Consulting addresses common questions regarding the request to adjust investment projects involving land assets.

May investors use project land to form a new enterprise?

Yes. Investors may use land use rights to establish economic organizations or contribute to operating enterprises.

• Legal basis: Clause 1, Article 52, Decree 31/2021/ND-CP.

Must investors complete financial obligations before contribution?

Yes. Investors must fulfill all financial duties to the State (taxes, land use fees, rent) before contributing capital.

• Legal basis: Clause 2, Article 52, Decree 31/2021/ND-CP.

What documents prove ownership for the dossier?

The dossier requires valid copies of the Land Use Right Certificate or certificates of ownership for housing and attached assets.

• Legal basis: Clause 3, Article 52, Decree 31/2021/ND-CP.

What is the deadline for the Provincial People’s Committee decision?

The Committee issues the decision within 03 working days of receiving the appraisal report.

• Legal basis: Clause 2, Article 45, Decree 31/2021/ND-CP (amended by Decree 239/2025/ND-CP).

What conditions apply to foreign investors?

Foreign investors must meet conditions regarding market access, charter capital ownership, and national defense security.

• Legal basis: Clause 2, Article 24, Law on Investment 2020.

Conclusion

Compliance during capital contribution with land ensures capital safety and legal rights. Long Phan Consulting supports clients in resolving impediments. Contact our hotline 1900.63.63.89 for immediate expert assistance.