Transfer of capital contribution in FDI company in Vietnam

Hi DMS Attorneys in Vietnam! Can investors in an FDI company transfer their capital contribution to others ? Can you advise on procedures on transfer of capital contribution of foreign investors in an FDI company in Vietnam ?

Hi!

A foreigner, foreign investor may carry out investment in Vietnam in the form of purchase a portion of capital contribution of members of a limited liability company (LLC) to become a member of such limited liability company (Clause 2 Article 25 Law on Investment No. 67/2014/QH13 dated November 26, 2014).

Procedures for investment in the form of capital contribution or purchase of shares or portion of capital contribution:

Written registration for capital contribution or purchase of shares or portion of capital contribution including the following items: information about the company to which the foreign investor intends to make capital contribution or purchase shares or portion of capital contribution; and ratio of the charter capital to be owned by the foreign investor after making capital contribution or purchasing shares or portion of capital contribution to the company;

Copy of ID card or passport in the case of investors being an individual; copy of the incorporation certificate or other equivalent document certifying the legal status in the case of investors being an organization (Clause 2 Article 26 Law on Investment No. 67/2014/QH13 dated November 26, 2014).

After the foreign investors receiving the written approval for capital contribution from the state management agencies in charge of investment in Vietnam, the foreign investors shall carry out procedures to change shareholder or member of the company in accordance with law.

Procedures for registration of replacement of company’s owner(s) shall comprise:

A notification of changes of enterprise registration information bearing the signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;

A legitimate copy of any of personal identification documents stipulated in Article 10 of this Decree, of the transferee (if the transferee is an individual) or legitimate copy of certificate of enterprise registration or other equivalent document (if the transferee is an organization);

A list of authorized representatives, a legitimate copy of any of personal identification documents stipulated in Article 10 of this Decree, of the authorized representative and a letter of attorney issued by the owner;

A legitimate copy of the revised charter of the company;

A capital transfer contract or documents proving completion of the capital transfer;

A written approval for capital contribution, purchase of shares/stakes by foreign investors issued by Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment (Article 46 Decree No. 78/2015/ND-CP dated September14, 2015).

As such, to contribute capital, purchase a portion of capital contribution in a company in Vietnam, foreign investors shall carry out procedures for registration of the capital contribution, purchase a portion of capital contribution. After receiving approval from the state management agency in charge of investment in Vietnam, the foreign investors shall carry out procedures for registration of change of enterprise registration information or registration of replacement of company’s owner(s).

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Transfer of capital contribution, purchase of shares in FDI company in Vietnam