Procedures for joint venture enterprises receiving capital contributions using land use rights

Joint venture enterprises receiving capital contributions using land use rights are a popular form of investment in Vietnam. This process requires strict compliance with the provisions of the Land Law and Law on Enterprises. The transfer of land use rights into charter capital needs to be carried out in accordance with the correct order and legal procedures. The article analyzes in detail the process, conditions and notes when joint venture enterprises receive this form of capital contribution.

Characteristics of capital contribution using land use rights

Joint venture enterprises receiving capital contributions using land use rights are a specific form of investment, regulated in the Land Law and Law on Enterprises. This is a non-monetary capital contribution method in which the party contributing capital transfers its legal land use rights to the enterprise.

The outstanding feature of this form of capital contribution is that the value of contributed assets is determined by land use rights, not by land value. Land use rights for capital contribution must meet the conditions prescribed by land law, such as having a valid land use right certificate, no disputes, and no distraint.

When a joint venture enterprises receives capital contributions using land use rights, the land use rights are transferred to the joint venture enterprise, but land ownership still belongs to the State. Enterprises only have the right to use land during the granted term. Capital contribution using land use rights has its own regulations on subjects and transfer conditions.

Joint venture enterprises receive capital contributions using land use rights to help joint venture enterprises increase charter capital without needing to mobilize cash. However, this process is more complicated than contributing capital in money, requiring compliance with many legal procedures regarding land and businesses.

Process for joint venture enterprises receiving capital contributions using land use rights

Valuation of land use rights for capital contribution

Valuing land use rights for capital contribution is an important step in the process of joint venture enterprises receiving capital contributions using land use rights. The valuation must comply with the provisions of the Land Law and related guiding documents. The value of land use rights is determined based on many factors such as location, area, purpose of use and land use term.

The valuation process often includes the following steps: collecting information about the land plot, conducting field surveys, comparing with market land prices, and applying appropriate valuation methods. Enterprises can negotiate the capital contribution value themselves or hire an independent valuation unit. Valuation results need to be agreed upon by the capital contributing parties and recorded in writing.

After determining the value, the joint venture enterprise needs to prepare a capital contribution record, clearly stating information about land use rights and the corresponding value. This minutes is the basis for updating the charter capital and capital contributions of members in the enterprise. Accurate and transparent pricing helps avoid future disputes and ensures the rights of related parties.

Profile components

Procedures for transferring land use rights when contributing capital to a joint venture enterprise include many steps, following the provisions of the Land Law and Law on Enterprises. This process requires coordination between the capital contributor, the enterprise receiving capital contribution and competent state agencies.

The first step is that the parties need to sign a capital contribution contract with land use rights. This contract must be notarized or authenticated according to the provisions of law. Next, the joint venture enterprises receiving capital contributions using land use rights submits a land change registration application at the district land registration office where the land is located, including:

• Application for registration of changes in land and assets attached to land according to Form No. 09/DK;

>>> Download: Application for registration of changes in land and assets attached to land

• Contracts and documents on capital contribution using land use rights and ownership of assets attached to land;
• Original issued Certificate;
• Written approval from a competent State agency for economic organizations receiving transfer, capital contribution, or lease of agricultural land use rights to implement investment projects;
• Document of the land user agreeing to the owner of assets attached to land to contribute capital to assets attached to land in case of capital contribution by assets attached to land that the owner of assets attached to The land is not the same as the land user;
• Other relevant documents.

Content specified in Clause 2, Article 9, Circular 24/2014/TT-BTNMT (amended in Clause 1, Article 2, Circular 09/2021/TT-BTNMT).

Execution order

Submitting applications: Land users can submit applications at the Land Registration Office, Land Registration Office Branch, or the application receiving agency according to regulations of the Provincial People’s Committee. For localities that have their own regulations on receiving, circulating and processing documents, people can submit applications at locations prescribed by those regulations.

If the submitted dossier is incomplete or invalid, the receiving agency must notify and guide the submitter to supplement and complete the dossier within a maximum of 03 days.

The application receiving agency must record all information in the application receipt book and give the application receipt slip to the submitter. If the application is submitted to the Commune People’s Committee, within 03 working days from the date of receiving the complete application, the Commune People’s Committee is responsible for transferring the application to the Land Registration Office or Office Branch. Land Registration Office.

The Land Registration Office or Land Registration Office Branch is responsible for checking documents and conditions for carrying out procedures. Specific steps include:

• Notification and posting: Notify the transferor of land use rights and post at the commune-level People’s Committee about the procedures for granting a Certificate to the transferee. Send a written request for confirmation of households and individuals directly engaged in agricultural production to the commune-level People’s Committee of the place of permanent residence registration or where the land is located in case of transfer or donation of agricultural land use rights. paddy.
• Determine financial obligations: Send cadastral information to the tax authority to determine and notify financial obligations in cases where there are financial obligations according to regulations.
• Update Certificate: Confirm changes in the issued Certificate. If a new Certificate is needed, issue a Certificate to the land user.
• Awarding the Certificate: Give the Certificate to the land user or send it to the Commune People’s Committee for handing in case of filing at the commune level.

Based on the content in Article 79 of Decree 43/2014/ND-CP.

Note when joint venture enterprises receiving capital contributions using land use rights

When a joint venture enterprise receives capital contribution using land use rights, there are many issues that need to be kept in mind to ensure legal compliance and protect the interests of the enterprise. First, businesses need to verify the legality and origin of the contributed land use rights, including checking the land use rights certificate and the legal status of the land plot.

Joint venture enterprises must ensure that capital contributions in the form of land use rights are consistent with their business lines and registered land use purposes. If it is necessary to change the land use purpose, the enterprise must request permission from the competent authority and carry out procedures for changing the land use purpose according to regulations. For agricultural land, special attention should be paid to restrictions on transfer subjects and conditions.

In terms of finance, businesses need to carefully calculate tax obligations arising from receiving capital contributions in the form of land use rights, such as non-agricultural land use tax and registration fees when transferring land use rights. In addition, businesses also need to update accounting books to accurately reflect the value of land use rights in the business’s assets and capital contributions.

Consulting services for joint venture enterprises receiving capital contributions using land use rights

Long Phan provides in-depth consulting services on joint venture enterprises receiving capital contributions using land use rights, which plays an important role in ensuring the capital contribution process goes smoothly and legally. Lawyers specializing in land and business will support businesses throughout the entire process, from preparing documents to completing legal procedures.

Consulting services often include reviewing the legality of land use rights, assisting with valuation, drafting capital contribution contracts, and representing businesses in working with state agencies. Long Phan will also advise on tax and accounting issues related to capital contributions using land use rights, helping businesses avoid legal and financial risks.

In addition, consulting services also provide solutions for complex situations such as disputes over capital contribution value, change of land use purpose, or handling problems that arise after capital contribution. With the support of legal experts, joint venture enterprises can optimize benefits from receiving capital contributions with land use rights, while fully complying with current legal regulations.

The process of joint venture enterprises receiving capital contributions using land use rights requires a deep understanding of land and business law. To ensure the process goes smoothly and legally, customers should consider using professional consulting services. Long Phan with a team of experienced lawyers is ready to support you in every step of this process. Please contact us immediately via hotline 0906735386 for detailed advice and answers to all questions.