Procedures for registering land changes when contributing land capital to the company

Procedures for registering land changes when contributing land capital to the company are carried out in accordance with the law to establish the rights and obligations of enterprises regarding land use rights for capital contribution. According to regulations, economic organizations receiving capital contributions using land use rights must register land changes to complete the transaction. Below, we will analyze the conditions, documents and implementation sequence. Please refer!

Conditions for contributing land capital to the company using land use rights

Businesses or individuals can use land use rights to contribute capital to the company according to the regulations of the Land Law 2024 and Decree 101/2024/ND-CP. To do this, land use rights must satisfy the following legal conditions:

Legal conditions on land use rights:

• Land must be available Certificate of legal land use rights.
• There is no dispute over land use rights.
• The land is not distrained to ensure judgment enforcement.
• The land has a remaining use term as prescribed in Clause 2, Article 22 of Decree 101/2024/ND-CP.

Conditions on land use purposes:

• Land has a purpose of use consistent with the business lines of the company receiving capital contribution.
• For agricultural land, if capital is contributed to implement a non-agricultural project, procedures for converting land use purposes must be carried out according to Article 29 of Decree 101/2024/ND-CP.

Conditions for capital contributors:

• Individuals, households, and organizations have legal land use rights.
• For economic organizations, capital contribution must be in accordance with the enterprise charter.

Capital contributions using land use rights must be made in writing, notarized or authenticated according to the provisions of law before registering land changes.

Procedures for registering land changes when contributing land capital to the company

Procedures for registering land changes when contributing land capital to the company, it is a mandatory requirement to establish the rights and obligations of the enterprise regarding the capital contribution.

Application for registering land changes when contributing land capital to the company

According to Article 29 of Decree 101/2024/ND-CP, document of registering land changes when contributing land capital to the company include:

• Land change registration application (according to form No. 11/DK).
• Original certificate of land use rights.
• Notarized or authenticated capital contribution contract with land use rights.
• Minutes of valuation of contributed assets (if any).
• Documents proving the legal status of the organization receiving capital contribution (Business registration certificate, company charter).
• Certificate of no land dispute certified by the Commune People’s Committee.
• Document of representation (if done through a legal representative or authorization).

All documents must be submitted in full according to regulations to be received and processed by state agencies.

Procedure for registering land changes when contributing land capital to the company

According to Clause 1, Article 21 of Decree 101/2024/ND-CP, procedure for registering land changes when contributing land capital to the company, it is done through the following steps:

Step 1: Submit application

Individuals and organizations submit applications at:

• One-stop shop of the district People’s Committee if it is an individual or household.
• Land Registration Office under the Department of Natural Resources and Environment if it is an organization or enterprise.

If the dossier is incomplete, the receiving agency will provide additional instructions within 3 working days.

Step 2: Check and confirm fluctuations

The receiving agency checks the validity of the dossier. If the application meets the conditions, the competent authority will update the changes in the cadastral records.

In case it is necessary to re-measure the land area, the Land Registration Office will coordinate and re-determine the actual land area.

Step 3: Appraise and approve the application

After inspection, the dossier is transferred by the competent authority to the Department of Natural Resources and Environment for approval. If the file is valid, the change content will be updated in the land management system.

Step 4: Issue a new Land Use Rights Certificate

After completing the update, the Land Registration Office will issue a new Land Use Rights Certificate recording capital contribution information.

Processing time is usually within 10 – 15 working days according to Article 21 of Decree 101/2024/ND-CP.

Complying with the provisions of the Land Law 2024 and Decree 101/2024/ND-CP not only ensures legality but also limits the risk of future disputes.

Processing time and fees when contributing land capital to the company

Land change registration must comply with state agencies’ processing time regulations, and related fees and charges also need to be calculated in advance to ensure the capital contribution progress is not interrupted.

Processing time: According to Article 21 of Decree 101/2024/ND-CP, on the time to process land change registration documents:

• 10-15 working days for complete and valid documents.
• In case it is necessary to verify information or re-measure the land area, the time may be extended but not more than 30 working days.

Land change registration fee: According to Circular 85/2019/TT-BTC, land change registration fees include:

• Fee for issuing a new Land Use Rights Certificate: 500,000 – 1,000,000 VND (depending on locality).
• Cadastral mapping fee: 1,500,000 – 3,000,000 VND (if any).
• Document appraisal fee: 1,000,000 – 2,000,000 VND.

Some localities have policies to waive or reduce fees for startups or businesses investing in priority areas.

Consulting services on procedures for contributing land capital to the company at Long Phan Consulting Company

Long Phan Consulting Company provides support services for businesses and individuals in the process of contributing land capital to the company. We guarantee:

• Assist in preparing and drafting documents according to regulations.
• In-depth consulting, drafting and notarization support for capital contribution contracts.
• Representing customers to carry out procedures at state agencies.
• Answer legal questions and protect business interests.
• Advise on how to resolve arising disputes and protect the interests of businesses.

The above is one of the service items that we provide to you when carrying out registering land changes when contributing land capital to the company. In addition, we will base on your needs and each specific case to come up with the most optimal and effective solution.

Some frequently asked questions about registering land changes when contributing land capital to a company

To give you a clearer perspective on this issue, we provide some common questions about registering land changes when contributing land capital to the company:

How will land use rights contributed as capital be handled if the company receiving the capital contribution dissolves or goes bankrupt?

When the company dissolves or goes bankrupt, the land use rights are assets of the company that will be handled in the order of priority for paying debts in accordance with the law on dissolution and bankruptcy. After paying all obligations, the remaining assets (if any) will be distributed to members/shareholders according to the capital contribution ratio, there is no guarantee that the land contributor will receive the same land plot back.

After contributing capital, does the land contributor still have any rights to that plot of land?

No, after completing capital contribution procedures and registration of changes, land use rights become assets legally owned by the company. Capital contributors no longer have the right to directly dispose (such as sell, donate, or mortgage individually) over the land plot but instead own capital contributions or shares in the company, enjoying the rights and obligations corresponding to their status as members/shareholders.

Are there any special regulations when contributing capital with land use rights to a foreign investment (FDI) enterprise?

Contributing land use rights to FDI enterprises must comply with both land law and investment law. Foreign investors are not allowed to directly receive capital contributions in the form of land use rights from households or individuals (except in special cases). FDI enterprises receiving capital contributions must ensure that the land use purpose is consistent with the registered investment project.

Can I contribute capital with a portion of the area of ​​the land plot?

Maybe. However, if contributing capital with a portion of a plot of land, it is necessary to first carry out procedures to separate that land plot into a separate plot in accordance with the provisions of land law, and then proceed with capital contribution procedures for the separated land plot.

What are the capital contribution procedures when land is jointly owned by many people?

If the land use rights are jointly or jointly owned by shares, the capital contribution must be approved in writing by all co-owners. The capital contribution contract must be signed by all co-owners or their legal representatives.

Does contributing capital with land use rights affect the remaining land use term?

No. Capital contribution does not change the originally allocated land use term. The company receiving capital contribution will continue to use the land for the remaining term stated on the Certificate of Land Use Rights.

After registering land changes, what does the company need to do next in terms of business registration?

The company receiving capital contribution needs to carry out procedures to register changes to the business registration content at the business registration agency to update the increase in charter capital corresponding to the value of land use rights that have been evaluated and contributed to the company.

What is the specific role of a notary/attestation organization in land capital contribution procedures?

The notary or the person performing the authentication confirms the authenticity and legality of the capital contribution contract, ensuring that the parties participate voluntarily, have civil capacity, and that the content of the agreement does not violate the law and social ethics. Notarization/authentication is a mandatory requirement for the contract to be legally valid when registering land changes.

Is a certificate of no land dispute required in all cases?

According to current regulations (refer to Article 29 of Decree 101/2024/ND-CP stated in the article), a certificate of non-dispute status issued by the People’s Committee of the commune where the land is located is a component of the file. This is the basis for the land registration agency to appraise the “land without dispute” condition.

Is there any difference when contributing land capital to a Limited Company compared to a Joint Stock Company?

Basically, the procedures for registering land changes are similar. However, the recognition and management of capital contributions (for LLCs) or shares (for Joint Stocks) after capital contribution will comply with the separate regulations of the Law on Enterprise for each type of company, especially the regulations on capital/share transfer.

Conclude

Procedures for registering land changes when contributing land capital to the company help ensure the legality of the transaction and the rights of the parties. Customers need to follow the correct process according to current laws to avoid unnecessary errors. If you need detailed advice, please contact Long Phan Consulting Company immediately via the hotline 0906735386 for timely support.