Download the capital contribution transfer contract form

The capital contribution transfer contract is an important legal tool that helps businesses transfer or transfer shares and capital contributions transparently and legally. This not only supports the transaction process but also protects the interests of related parties, creating stability in business operations.

Concept and role of capital contribution transfer contract

A capital contribution transfer contract is a type of civil contract, signed between two parties, in which the transferor transfers ownership of its capital contribution to the transferee.

The capital contribution transfer contract plays an important role in the capital transfer process in an enterprise. Below are the specific roles of this contract:

1. Establishing ownership of capital contributions: The transfer contract helps clearly determine that the transferee will become the legal owner of the capital contribution after the transaction is completed.

2. Carry out procedures for registering changes to business registration: After the contract is signed, the transferee must carry out procedures to change business registration information at the business registration agency to ensure the legality of the transaction.

3. Basis for resolving arising disputes: In case there is a dispute about the transfer value, rights and obligations of the parties after the transfer, the transfer contract will be the legal basis to resolve these conflicts.

4. Protecting the interests of all parties: A clear, detailed contract will help protect the legal rights of both the transferor and the transferee, avoiding legal risks during the transaction process.

5. Ensuring transparency and fairness: Transfer contracts contribute to ensuring transparency in transfer transactions, helping parties clearly agree on their conditions, rights and obligations.

Content required in transfer contract

According to the provisions of the Law on Enterprise 2020, the capital contribution transfer contract must have the following basic contents:

1. Information about the parties participating in the transaction:

• Name, address, tax code (if any) of the transferor and transferee.
• Rights and obligations of the parties in the transaction.

2. Information about transferred capital contribution:

• The amount of capital contribution and the capital contribution ratio that the transferor owns in the company.
• The value of the capital contribution is as agreed by the parties.
• Information about the type of capital contribution (shares, capital contributions, or other types of assets).

3. Transfer price and payment method:

• Transfer value of capital contribution and payment method (transfer, cash, other assets…).
• Payment time and specific payment conditions.

4. Time and place of contract performance:

• Effective date of capital contribution transfer.
• Location where the parties perform the transfer transaction.

5. Transfer conditions:

• Conditions and procedures for transferring capital contributions according to the provisions of the Law on Enterprise and the company’s Charter (if any).
• Transfer priority rights (if any).

6. Commitments of the parties:

• The transferor’s commitment to legal ownership of the capital contribution and that there are no disputes or related financial obligations.
• The transferee’s commitment to make timely payments and fulfill contractual obligations.

7. Rights and obligations of the parties after transfer:

• Rights of the transferee (including the right to participate in operating the company, share profits, take financial responsibility…).
• Obligations of the transferee in performing related financial and legal obligations.

8. Terms on changing shareholders and company members: Procedures and processes that need to be followed to change shareholder or member information in business registration at a competent state agency.

9. Dispute resolution: Process for resolving disputes arising during contract performance (possibly through mediation, arbitration or court).

10. Terms of refund or contract cancellation: Conditions under which the parties can request a refund or cancellation of the transfer contract in case of violation or non-fulfillment of the agreement.

11. Other terms (if any): Additional terms, modifications, or other commitments that the parties consider necessary to ensure the legality and effective implementation of the contract.

Download the capital contribution transfer contract form

Currently, capital contribution transfer contracts are not clearly regulated in enterprise law, nor are there model contracts. The drafting of the contract will depend on the agreement of the two parties and that agreement must not contravene the provisions of the Civil Code, Law on Enterprise and relevant laws. Below is a sample capital contribution transfer contract. Please refer to and download via the link below:

>> Sample contract for transfer of capital contribution.

Important notes when drafting and implementing contracts

Drafting and implementing a capital contribution transfer contract is an important process and has a great impact on the interests of the participating parties. To ensure the transaction goes smoothly, the parties need to note the following important points:

1. Clearly identify information of parties and capital contributions:

It is necessary to clearly state the information of the transferor and transferee, including name, address, tax code, and specific information about the capital contribution such as quantity, ownership ratio, and transfer value. Inaccuracy of information may lead to disputes or contract cancellation.

2. Comply with the provisions in the Company Charter:

The transfer contract must comply with the regulations on capital transfer in the company charter, including the transfer priority to the remaining members (if any). Skipping this step may result in an interruption of the contract or a request for cancellation.

3. Complete registration procedures with competent authorities:

After signing the contract, the transferee needs to carry out procedures to register changes in members or shareholders in the business registration. If this procedure is not completed properly, the transfer will have no legal effect and may be canceled.

4. Be clear about payment methods and implementation time:

Terms of transfer value and payment method need to be clarified in the contract. Ambiguity regarding payment method or payment timing may lead to delays or disputes regarding contract performance.

5. Notes on taxes and financial obligations:

The transfer of capital contribution may incur tax obligations for both the transferor and the transferee. It is necessary to clearly determine the taxes payable and ensure that the parties fully fulfill their financial obligations according to the provisions of the law.

6. Dispute resolution:

There should be provisions on dispute resolution methods in the contract, such as resolution through mediation, arbitration, or court. Without this clause, dispute resolution will be difficult and lengthy, affecting the contract implementation process.

Consulting on drafting capital contribution transfer contracts

The capital contribution transfer contract not only needs to comply with the provisions of law but also must clearly express the agreements, rights and obligations between the parties involved. To help you easily carry out these procedures, Long Phan provides consulting services and drafts professional capital contribution transfer contracts. Coming to us, you will receive support:

• Advice on capital contribution transfer: You will receive detailed advice on the regulations related to capital contribution transfer, the necessary conditions to carry out the transfer, as well as the factors affecting the interests of participating parties.
• Drafting capital contribution transfer contracts: This service includes drafting transfer contracts in accordance with regulations, protecting your rights and ensuring the legality and validity of the contract.
• Check the legality of the transfer contract: We will carefully check and review the terms of the contract to ensure all conditions are met, avoiding risks that arise later.
• Consulting on tax obligations when transferring capital contributions: Transferring capital contributions may give rise to tax obligations for both the transferor and the transferee. Long Phan will help you understand the types of taxes that need to be paid, the steps to declare and pay taxes, to ensure the correct implementation of obligations.
• Ensuring transparency and fairness in the contract: All terms in the transfer contract are expressed transparently and clearly, avoiding future disputes and disagreements between the parties.
• Consulting on the rights and obligations of the parties in the contract: We will help you clearly identify the rights and obligations of each party in the transfer contract, thereby making reasonable agreements and avoiding risks.

With extensive experience and a professional team, Long Phan is proud to be a reliable partner to help you carry out capital contribution transfer transactions safely, and effectively. Please contact Long Phan via the hotline: 0906735386 today for detailed advice and the best support.