– Purchase of shares issued for the first time or additionally issued shares of a joint-stock company through the purchase of shares of a joint-stock company from the company or its shareholders;
– Contribute capital to a limited liability company through the purchase of capital contributions from members of a limited liability company to become a member of a limited liability company;
– Contributing capital to a partnership through the purchase of capital contributions of a partner in a partnership to become a capital contributing member of the partnership;
– Foreign investors contributing capital to Vietnamese companies must comply with the form of investment, scope of activities, Vietnamese partners participating in the implementation of investment activities and other conditions as prescribed in international treaties of which the Socialist Republic of Vietnam is a member.
– The rate of ownership of charter capital of foreign investors in Vietnamese companies is not limited, except for the following cases:
▪ The percentage of foreign investors’ ownership in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
▪ The percentage of foreign investors’ ownership in state-owned enterprises equitized or converted into other forms shall comply with the law on equitization and transformation of state-owned enterprises;
▪The percentage of foreign investors who are not public companies, securities trading organizations, investment funds, state-owned enterprises shall comply with other provisions of relevant laws and treaties international community to which the Socialist Republic of Vietnam is a member. Contribute capital to Vietnamese companies in other forms.
– A written registration for capital contribution, share purchase or capital contribution, including the following contents: information about the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution; rate of ownership of charter capital of foreign investors after capital contribution, purchase of shares or capital contribution to economic organizations;
– A copy of the identity card, identity card or passport for the investor being an individual; a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization c;
– Power of attorney for the applicant;
– Certificate of land use right at the registered address of the company or commitment on land use rights;
– Some other documents at the request of the licensing agency.
After that, the company in which the investor purchases contributed capital or shares will carry out the procedures for changing shareholders and members on the Business Registration Certificate in accordance with the law at the Business Registration Office – Department of Planning and investment.
Note: The payment of the transferee to the transferor of contributed capital : Pursuant to Circular No. 06/2019/TT-NHNN of the State Bank of Vietnam, the payment for investment capital transfer transactions in enterprises with foreign direct investment capital must be done through the foreign direct investment capital account of such enterprises. Therefore, when a foreign investor contributes capital, a Vietnamese company must open a foreign direct investment capital account at a bank in Vietnam; can be opened in Vietnamese Dong or in a foreign currency, depending on the currency used to contribute capital to the business.
