Procedure for conducting investment activities by contributing capital, purchasing shares or purchasing stakes
- Conditions for contributing capital, purchasing shares or purchasing stakes
A foreign investor contributing capital or purchasing shares or stakes in a business organization shall satisfy the following regulations and conditions:
- Market access conditions applied to foreign investors as prescribed in Article 9 of the Law on Invsetment and Articles 15, 16, 17 of the Decree no. 31/2021/NĐ-CP;
- Conditions concerning assurance of national defense and security and conditions for land use applied to a business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors in case such business organization has the certificate of rights to use land on the islands, in border communes, wards or towns and coastal communes, wards or towns; other areas that affect defense and security, except for the business organization executing the investment project in an industrial park, export-processing zone, hi-tech zone or economic zone established under the Government’s regulations.
- Forms of capital contribution or purchase of shares or stakes
- A foreign investor may contribute capital to a business entity in the following forms:
+ Purchase of shares of joint-stock companies through the initial public or additional issuance;
+ Contribution of capital to limited liability companies and partnerships;
+ Contribution of capital to other business entities not categorized into two aforementioned cases.
- A foreign investor may purchase shares or stakes of a business entity in the following forms:
+ Purchase of shares in a joint-stock company from such company or its shareholders;
+ Purchase of stakes of members of a limited liability company to become a member of such limited liability company;
+ Purchase of stakes of a capital contributing member of a partnership to become a capital contributing member of such partnership;
+ Purchase of stakes of members of other economic entities not categorized into three aforementioned cases.
- Procedures for conducting investment activities by contributing capital, purchasing shares or stakes
3.1. Case in which the procedures for registration of capital contribution, purchase of shares and stakes must be carried out
A foreign investor shall follow procedures for registration of capital contribution or purchase of shares or stakes of a business entity prior to change of members or shareholders in one of the following cases:
- The capital contribution or purchase of shares or stakes increases the ownership ratio by foreign investors in a business entity conducting business in the business lines allowed in market with conditions applied to foreign investors;
- The capital contribution or purchase of shares or stakes results in a foreign investor or business entity specified in Points a, b and c Clause 1 Article 23 of the Law on Investment holding over 50% of the charter capital of the business entity in the following cases: The holding of charter capital by the foreign investor is increased from less than or equal to 50% to over 50%; the holding of charter capital by the foreign investor is increased while such foreign investor is holding over 50% of the charter capital of the business entity;
- The foreign investor that contributes capital, purchases shares or stakes of a business entity has a certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another areas that affect national defense and security.
Any foreign organization or individual that receives shares or stakes in a business organization established in Vietnam by a gift or exchange or another contract of transfer of ownership rights as prescribed by law or through inheritance shall satisfy the conditions set out in Clause 4 of this Article and follow procedures in accordance with regulations applicable to foreign investors making investment in the form of capital contribution, purchase of shares or stakes.
3.2. Cases that do not have to carry out procedures for registration of capital contribution, purchase of shares and stakes
Investors not subject to the above-mentioned cases at 3.1 shall follow procedures for registration of a change of members or shareholders in accordance with regulations of law on enterprises and other law corresponding to each type of economic organization.
In case there is a demand to register, investors shall follow procedures for registration of capital contribution, purchase of shares or stakes in accordance with the law.
- 3 Application
- Application composition:
+ A registration form for capital contribution, purchase of shares, stakes (template A.I.7 specified Circular no. 03/2021/TT-BKHĐT).
+ Copies of legal documents of the individual or organization that contributes capital or purchases share/stakes and of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;
+ A principal agreement on capital contribution or purchase of shares/stakes between the foreign investors and the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors or between the foreign investors and the shareholders or members of such business organization.
+ A copy of the certificate of land use rights of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased (applied for business organization that has the certificate of land use rights on the islands, in border communes, wards or towns and coastal communes, wards or towns or other areas that affect defense and security).
- Number of application dossiers: 01 set.
- Competent authority: Department of Planning and Investment.
- Processing time:
+ 15 working days from the receipt of the valid application.
+ For business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors and has the certificate of land use rights on the islands, in border communes, wards or towns and coastal communes, wards or towns or other areas that affect defense and security: 27 working days from the receipt of the valid application.
(Processing time does not include the time for transferring dossiers between agencies)
