What do the documents for capital contribution using land use rights to a joint stock company include?

Documents for capital contribution using land use rights to a joint stock company requires careful preparation. Understanding the documents for capital contribution by land use rights to a joint stock company helps the procedure implementation process be convenient and quick. This article by Long Phan Consulting Company will provide detailed information about necessary documents when contributing land use rights to a joint stock company.

Conditions for capital contribution using land use rights to a joint stock company

According to the provisions of Clause 1, Article 45 of the Land Law 2024, land users are allowed to contribute capital with land use rights when the following conditions are met:

• Have a Certificate of land use rights or Certificate of house ownership and residential land use rights or Certificate of land use rights, ownership of houses and other assets attached to land or Certificate of land use rights and ownership of assets attached to land;
• The land is not in dispute or the dispute has been resolved by a competent state agency, the judgment or decision of the Court, or the decision or award of the Arbitration has taken legal effect;
• Land use rights are not distrained, other measures are applied to ensure judgment enforcement according to the provisions of the law on civil judgment enforcement;
• During the land use term;
• Land use rights are not subject to temporary emergency measures according to the provisions of law.

In addition, individuals who are ethnic minorities and are allocated or leased land by the State according to the provisions of Clause 3, Article 16 of the Land Law 2024 are not allowed to contribute capital with land use rights.

In addition, the entity contributing capital to a joint stock company needs to meet the conditions for capital contribution status as prescribed in Article 17 of the Law on Enterprise 2020.

Above are the conditions for capital contribution of land use rights to a joint stock company that customers need to meet to make legal contributions.

Documents for capital contribution using land use rights to a joint stock company

When carrying out procedures for contributing capital with land use rights to a joint stock company, preparing complete and accurate documents ensures the process goes smoothly and in accordance with the law. Capital contribution documents include:

Documents required for notarization include:

• Notarization request form.
• Draft capital contribution contract with land use rights.
• Copy of identification documents of the person requesting notarization: Including valid Citizen Identification Card or Passport of the individual contributing capital and the legal representative of the joint stock company (if any, copy of Business Registration Certificate or equivalent legal documents.
• Certified copy of Land Use Rights Certificate.
• Other relevant documents (if any): such as authorization document (if the person requesting notarization is the authorized person), document confirming marital status (for individuals contributing capital), documents proving the origin of land use rights.

Change registration dossier includes:

• Application for registration of changes in land and assets attached to land (Form No. 11/DK issued together with Decree 101/2024/ND-CP).
• Original issued Certificate of Land Use Rights.
• Original notarized or authenticated copy of capital contribution contract with land use rights;
• Document on representation according to the provisions of civil law in case of carrying out procedures for registering land and assets attached to land through a representative.

Full preparation of documents in the application for capital contribution using land use rights to a joint stock company is a factor to ensure that the procedure goes smoothly and in accordance with the provisions of law.

Procedures for capital contribution using land use rights to the company

Procedures for capital contribution using land use rights into a joint stock company are carried out as follows:

Valuation of land use rights is a capital contribution asset

The valuation of land use rights must comply with Article 36 of the Law on Enterprise 2020:

• In case of capital contribution using land use rights when establishing a company, founding shareholders’ shares are valued according to the principle of consensus or hiring a valuation organization. In case a valuation organization conducts a valuation, the value of contributed assets must be approved by more than 50% of the founding shareholders.
• In case of capital contribution using land use rights when contributing additional capital, the Board of Directors and the capital contributor shall agree on valuation or hire a valuation organization. In case a valuation organization determines the value, the value of contributed assets must be approved by the Board of Directors.
• In case the valuation is higher than the actual value, the parties involved contribute to the difference and are responsible for damages caused by intentionally valuing the property higher than the actual value.

Sign and notarize the capital contribution contract

A contract to contribute capital with land use rights to a joint stock company must be notarized or authenticated according to the provisions of Clause 3, Article 27 of the Land Law 2024. Except in cases where one party or parties participating in the transaction are real estate business organizations, notarization and authentication are carried out at the request of the parties.

The process of notarizing capital contribution contracts is carried out as follows:

• The person requesting notarization submits documents, including notarization request form, draft contract, copy of personal documents and copy of land use right certificate.
• Notaries check documents, guide parties to comply with legal regulations and clearly explain the rights, obligations and legal consequences of the contract.
• The parties read and sign each page of the contract after agreeing to the content.
• The notary records testimony and signs each page of the contract.

Register fluctuations

After completing notary procedures, the parties must register changes in land use rights at the competent authority within 30 days (Clause 3, Article 133 of the Land Law 2024). Specifically, the procedures are specified in Article 37 of Decree 101/2024/ND-CP as follows:

Submit application:

Submit the application at the One-Stop Department of the Provincial People’s Committee where the land is located. After that, the file is transferred to the Land Registration Office.

In case of capital contribution but still have to re-determine the residential land area for land that was certified before July 1, 2004, it will still be submitted to the One-Stop Department of the Provincial People’s Committee where the land is located, but the dossier will be transferred to the Land Registration Office branch.

Submit application through one of the following methods:

• Submit directly;
• Submit via postal service;
• Submit at the location as agreed between the registration requester and the Land Registration Office, Land Registration Office Branch;
• Submit on the National Public Service Portal or the Provincial Public Service Portal.

Resolution deadline: 10 working days from the date of receipt of valid documents according to regulations. For mountainous communes, islands, remote areas, areas with difficult socio-economic conditions, areas with particularly difficult socio-economic conditions, the implementation time is increased by 10 working days.

Complying with the correct order and procedures for capital contribution using land use rights to a joint stock company will help customers carry out transactions legally and effectively.

>>> See more: Contributing Capital to Establish a Joint Stock Company: Detailed Instructions for 2025.

Consulting services and guidance on preparing documents for capital contribution using land use rights to joint stock companies

Long Phan Consulting Company is a reputable consulting unit, providing professional services on consulting procedures for capital contribution using land use rights to joint stock companies. We support customers comprehensively during this procedure. Services include:

• Detailed advice on conditions for contributing capital with land use rights to a joint stock company
• Instructions for fully and accurately preparing capital contribution documents using land use rights.
• Draft or appraise draft contracts for capital contribution using land use rights.
• Support customers in the process of notarizing capital contribution contracts at notary organizations.
• Representing customers to carry out procedures for registering changes in land use rights at the competent land registration agency.
• Consulting on other legal issues related to capital contribution with land use rights and operations of joint stock companies.

With practical experience and deep understanding of business and land law, Long Phan Consulting Company is committed to supporting customers in completing capital contribution procedures with land use rights accurately, quickly and in accordance with regulations.

Frequently asked questions about capital contribution documents using land use rights to a joint stock company

Below are frequently asked questions that customers can refer to:

Which form is used to register changes in land information when contributing capital?

Use Form No. 11/DK issued with Decree 101/2024/ND-CP for applications to register changes in land and assets attached to land.

What original documents are required in the change registration application?

It is necessary to have the original issued Certificate of Land Use Rights and the original notarized or authenticated copy of the Capital Contribution Contract using land use rights.

Which document proves representative status when submitting land registration documents?

A document on representation is required according to civil law provisions if land registration procedures are carried out through a representative.

Does a capital contribution contract using land use rights require notarization or authentication?

Yes, the contract to contribute capital with land use rights to a joint stock company must be notarized or authenticated according to regulations, except in cases where the transaction parties are real estate business organizations, then it must be done as required.

How does the capital contribution contract authentication process take place?

The requester submits the documents, the notary checks and guides, explains the rights and obligations, the parties read and sign the contract, the notary records the testimony and signs.

What is the prescribed time limit to register changes in land use rights after notarization?

The time limit is 30 days from the date of completion of notarization procedures.

How long does it take to process the change registration procedure?

Processing time is 10 working days from the date of receipt of valid documents (can be extended by 10 days for remote areas, difficult/extremely difficult socio-economic areas).

What happens if capital contribution records are incomplete or inaccurate?

The documents may be returned or the processing time may be extended.

Conclude

Contributing capital with land use rights to a joint stock company requires a deep understanding of relevant legal regulations. Long Phan Consulting Company is proud to be a unit with enough capacity and experience to support customers in carrying out this procedure professionally and effectively. Customers who need advice and use the service, please contact us via the hotline: 0906735386.