Documents need to be prepared when contributing land capital to the company

Documents need to be prepared when contributing land capital to the company requires careful and thorough preparation. This helps ensure that the capital contribution process goes smoothly, minimizing risks for related parties. In this article, Long Phan Consulting Company will provide detailed information about the documentation procedures that need to be prepared when contributing capital with land use rights to a company according to Vietnamese law.

What is capital contribution using land use rights?

Pursuant to Clause 22, Article 3 of the Land Law 2024, capital contribution using land use rights is understood as follows:

Contributing capital with land use rights is an agreement between the parties on transferring land use rights through contributing land use rights to form the charter capital of an economic organization, including capital contribution to establish an economic organization or contributing additional charter capital of an already established economic organization.

>>> See more: Capital Contribution by Land Use Rights – Conditions and Procedures.

Conditions for contributing capital with land use rights to the 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.

Thus, in order to contribute capital with land use rights to the company, it must fully meet the above conditions.

>>> See more: Procedures for registering land changes when contributing land capital to the company.

Documents need to be prepared when contributing capital with land use rights to the company

When contributing capital with land use rights to the company, you need to prepare the following documents:

Notarized documents of capital contribution contract with land use rights:

• Notarization request form.
• Draft capital contribution contract.
• Copy of identification documents of the person requesting notarization.
• Certified copies of legal documents of individuals/organizations contributing capital and receiving capital contributions (CCCD/Passport/Business registration certificate).
• Certificate of land use rights (Can provide a copy and bring the original for comparison).

Change registration documents:

Documents submitted when carrying out procedures for registering changes in land and assets attached to land specified in Article 29 of Decree 101/2024/ND-CP include:

• Application for registration of changes in land and assets attached to land (Form No. 11/DK issued together with Decree 101/2024/ND-CP).
• Certificate of land use rights issued.
• Notarized capital contribution contract or document on transfer of land use rights and ownership of assets attached to land.
• 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.

Preparing complete documents is an important step to ensure the capital contribution process goes smoothly.

Procedures for contributing capital with land use rights to the company

Contributing capital with land use rights to a company includes many steps. From pricing, signing contracts, to registering changes. Specifically includes the following steps:

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:

• When establishing a business, founding members/shareholders determine the price according to the principle of consensus or hire a price appraisal organization. In case a valuation organization determines the value, the value of contributed assets must be approved by more than 50% of the members and founding shareholders.
• When contributing additional capital, the owner/Board of Members/Board of Directors and capital contributors 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 capital contributor and the owner, the Board of Members or 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

Contracts for capital contribution using land use rights 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:

Step 1: The notarization requester submits the application, including the notarization request form, draft contract, copy of personal documents and copy of land use rights certificate.

Step 2: The notary checks the documents, guides the parties to comply with the law and clearly explains the rights, obligations and legal consequences of the contract.

Step 3: The parties read and sign each page of the contract after agreeing to the content.

Step 4: 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 Provincial Public Service Portal.

Resolution deadline: is 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.

The process of contributing capital with land use rights to the company goes through many steps, including procedures for valuing land use rights, signing and notarizing capital contribution contracts, as well as registering changes in land use rights. This is a process that requires caution and compliance with legal regulations

Consulting services on documents needed to prepare when contributing land capital to the company at Long Phan Consulting Company

Long Phan Consulting provides in-depth consulting services on contributing land capital to the company. Our experienced experts will support customers throughout the procedure. Services include:

• Consulting on conditions for capital contribution using land use rights.
• Instructions for preparing complete and accurate documents.
• Evaluate the legality of land use rights and capital contribution contracts.
• Drafting capital contribution contracts using land use rights.
• Instructions on the order and procedures for registering changes in capital contribution to land use rights.
• Representing customers to carry out procedures at competent state agencies.
• Consulting on how to solve problems that arise during the capital contribution process.
• Support and advice on land use rights valuation methods.
• Consulting on tasks that need to be done after completing capital contribution.

With a team of experienced and knowledgeable experts, Long Phan Consulting Company is committed to providing professional, fast and effective consulting services, helping customers carry out capital contribution procedures with land use rights safely and legally.

Additional Frequently Asked Questions

Below are questions related to documents that need to be prepared when contributing land capital to the company that customers can refer to:

What prerequisites need to be met to contribute capital with land use rights to the company?

To contribute capital using land use rights, land users need to have a valid Certificate of Land Use Rights, the land is not in dispute and has not been subject to enforcement measures, the land use rights are still valid and are not subject to temporary emergency measures.

What documents are needed to notarize a capital contribution contract using land use rights?

The dossier includes a notarization request form, a draft capital contribution contract, a copy of the notarization requester’s identification documents and a copy of the Land Use Rights Certificate.

What paperwork is needed to register changes in land information due to capital contribution?

Necessary documents include application for registration of land changes, assets attached to land (according to form No. 11/DK), issued Certificate of land use rights, notarized capital contribution contract and authorization document (if any).

Is a capital contribution contract using land use rights required to be authenticated?

Yes, a capital contribution contract with land use rights must be notarized or authenticated according to the provisions of law, except in cases where the transaction parties are real estate business organizations, then this is done at the request of the parties.

What is the time limit for resolving change registration procedures after contributing capital with land use rights?

Processing time is 10 working days from the date of receipt of valid documents. For remote areas, islands, difficult and extremely difficult socio-economic areas, this time may be extended by 10 working days.

What will happen if the value of land use rights is valued higher than the actual value when contributing capital?

In case the valuation is higher than the actual value, the parties involved must contribute the difference and be responsible for damages caused by the intentional valuation of the asset higher than the actual value.

If many individuals own a plot of land, can they jointly contribute capital with that land use right to the company?

Yes, if many individuals own a plot of land and meet the conditions for capital contribution, they can jointly contribute capital with that land use right to the company. All co-owners must agree and sign the capital contribution contract as well as provide all relevant documents.

Conclude

Contributing capital using land use rights is a rather complicated procedure. It is necessary to follow the order and procedures and prepare complete documents to ensure the capital contribution process goes smoothly and effectively. If you have questions or need in-depth advice, please contact us via the hotline: 0906735386 for the most detailed advice and instructions.