Investment in the form of capital contribution, share purchase, or capital contribution purchase for foreign investors not only creates opportunities to expand the market but also helps optimize profits. Through participating in businesses, foreign investors can access local resources, technology and distribution networks. The article will analyze in detail the investment procedures, steps to register capital contribution, purchase shares, and important notes for foreign investors when implementing this form of investment in Vietnam.
Forms that foreign investors can invest in Vietnam
According to Article 21 of the Law on Investment 2020, it regulates the main forms of investment that foreign investors can make in Vietnam. Common forms include:
Investing in establishing economic organizations.
Invest capital, buy shares, buy capital contributions.
Implement investment projects.
Investment in the form of a BCC contract.
New forms of investment and types of economic organizations according to Government regulations.
Each form of investment has its own characteristics and process. Capital contribution is often applied when establishing a new business. Buying shares and purchasing capital contributions is a way to invest in businesses operating in Vietnam.
Foreign investors need to carefully consider factors such as business lines, allowed capital ownership ratio and market access conditions when choosing the appropriate form of investment. Understanding the legal regulations on each form of investment will help investors follow the correct procedures and avoid legal risks.
Investment procedures are in the form of capital contribution, share purchase, and capital contribution purchase
Register to buy capital contribution
Businesses need to prepare the following documents:
The registration document for capital contribution, share purchase, or capital contribution includes the following contents: information about the business registration of the economic organization to which the foreign investor intends to contribute capital, buy shares, or contribute capital; business lines and occupations; List of founding shareholders, list of shareholders who are foreign investors (if any); Charter capital ownership ratio of foreign investors before and after capital contribution, share purchase, capital contribution to economic organizations; transaction value of capital contribution contract, share purchase, capital contribution; information about investment projects of economic organizations (if any);
Minutes of agreement on capital contribution, share purchase, capital contribution purchase;
Power of attorney in case of authorizing a third party to represent a foreigner to carry out investment registration procedures;
Consular Legalization of Decision, Establishment License of a foreign organization or enterprise (if any);
Authenticated copy of the passport of the legal representative and the representative managing the capital contribution of the foreign investor;
Authenticated copy of the Business Registration Certificate of the transferor of capital/shares;
Authenticated copy of investor’s passport;
Legal basis: Section 3.2.2, subsection 1, Section I Official Dispatch No. 8909 /BKHDT-PC Regarding the implementation of the Law on Investment of the Ministry of Planning and Investment.
Procedures for registering to purchase capital contributions for foreign investors include the following main steps:
Step 1: Economic organizations with foreign investors investing capital, purchasing shares, or capital contributions submit 01 set of registration documents for capital contribution, stock purchase, or capital contributions to the Department of Planning and Investment where The economic organization has its headquarters.
Step 2: In case the conditions specified in Clause 2, Article 24 of the Law on Investment 2020 are met, based on the written approval of the Investment Registration Authority, the economic organization with foreign investors contributing capital or purchasing shares, purchasing capital contributions, carrying out procedures for changing members and shareholders at the business registration agency according to the provisions of law on enterprises and other laws corresponding to each type of economic organization.
Within 15 days from the date of receipt of valid documents, the investment registration agency shall consider meeting the conditions and notify the investor in writing.
Change business registration content
After being approved to contribute capital, purchase shares, or purchase capital contributions, the enterprise needs to carry out procedures to change the content of business registration, specifically:
Enterprises need to prepare documents to change business registration including:
Notice of change in business registration content;
Company Charter (if changing business registration type);
Decision of the Owner (1 Member LLC), Meeting Minutes and Resolution of the Board of Members (2 Member LLC), Meeting Minutes and Resolution of the General Meeting of Shareholders (JSC );
Decide to repurchase the capital contribution and appoint a representative to manage the foreign investor’s capital contribution (if the investor is an organization);
List of members (2-member limited liability company or List of shareholders who are foreign investors (Joint-stock company);
Capital transfer contract/ Documents to complete the capital transfer;
Confirmation of money transfer to repurchase capital contribution (of Investor repurchasing capital contribution);
Power of attorney in case of authorizing a third party to represent and carry out business registration procedures;
Certified copy of CCCD of the person authorized to carry out business registration procedures;
Notice of approval to repurchase capital contribution;
Authenticated copy of Business Registration Certificate with consular legalization of the Investor purchasing capital contribution (if the investor is an organization) or Personal Passport (if the investor is an individual);
Certified copy of Confirmation of money transfer to repurchase capital contribution (of Investor repurchasing capital contribution). (In this case, after being approved by the State agency to repurchase the contributed capital, the investor repurchasing the contributed capital shall transfer money to pay for the purchased capital contribution to make changes to the business registration content career);
Authenticated copy of Passport of the authorized representative of the Investor repurchasing capital contribution (if the investor is an organization).
Procedures for changing business registration content are as follows:
Submit application for registration of changes online at the National Business Registration Portal (https://dangkyquamang.dkkd.gov.vn/);
The Department of Planning and Investment receives and checks documents;
Issuance of Business Registration Certificate/Confirmation of change in business registration content;
Return results to businesses via registered email;
The processing time for change registration documents is 03 working days from the date of receipt of complete and valid documents. In case the dossier is not valid, the business registration agency will notify you in writing clearly stating the content that needs to be amended or supplemented.
Legal basis: Article 32, Article 33 of Decree 01/2021/ND-CP on business registration.
Some notes when investing in the form of capital contribution, share purchase, or capital contribution purchase for foreign investors
When making investments in the form of capital contribution, share purchase, or capital contribution purchase, foreign investors should note the following important points:
Market access conditions: Foreign investors must comply with Article 9 of the Law on Investment 2020. Specifically, it is necessary to carefully review the industries in which they intend to invest that are not on the list of prohibited business investments. For conditional investment industries, foreign investment must fully meet the prescribed conditions. In addition, it is necessary to accurately determine the maximum allowable capital ownership ratio in the investment field.
Ensuring national defense and security: For projects in areas affecting national defense and security such as border and coastal areas, the investment registration agency will consult with the Ministry of National Defense and the Ministry of Public Security first upon approval. Foreign investors need to carefully consider the geographical location of the enterprise intending to invest.
Registration procedures: In case of being required to register according to Article 26 of the Law on Investment 2020, foreign investors must carry out registration procedures at the investment registration agency. Once approved, the enterprise must proceed with the procedure to change its business registration to update information about new shareholders and members.
Consulting services on forms of investment in Vietnam at Long Phan
Investing in the form of capital contribution, share purchase, or capital contribution purchase for foreign investors brings practical benefits to both investors and the local economy. Not only does it increase capital for domestic businesses, but it also creates opportunities for cooperation and sharing of technology and knowledge. Long Phan provides comprehensive consulting services on investment forms in Vietnam.
Services we provide include:
Consulting on choosing the appropriate investment form for each specific field.
Review investment conditions according to legal regulations, advise customers on prohibited investment cases.
Support in preparing investment registration documents, according to the provisions of the Law on Investment 2020, and Decree 31/2021/ND-CP.
Representing investors in submitting documents and participating in working with competent state agencies.
Guide post-investment procedures, support customers in carrying out procedures to change business registration content.
Investing in the form of capital contribution, share purchase, or capital contribution purchase is an attractive opportunity for foreign investors in Vietnam. To ensure a smooth and legal investment process, customers need to grasp the legal regulations and properly follow the necessary procedures. Please contact Long Phan immediately via Hotline: 0906735386for detailed advice on the most suitable investment options for your business.
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Luật sư Nguyễn Thu Hương
Lawyer Nguyen Thu Huong is a leading expert in the field of investment and licensing for foreigners. With extensive knowledge of investment laws and the complex regulations related to licensing procedures, she has successfully assisted numerous businesses and foreign investors in establishing their operations in Vietnam.
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