PROCEDURES FOR INVESTMENT IN THE FORM OF CAPITAL CONTRIBUTION, SHARE PURCHASE, PURCHASE OF CAPITAL CONTRIBUTION FROM FOREIGN INVESTORS

PROCEDURES FOR INVESTMENT IN THE FORM OF CAPITAL CONTRIBUTION, SHARE PURCHASE, PURCHASE OF CAPITAL CONTRIBUTION FROM FOREIGN INVESTORS

Legal basis

Law on Investment No. 61/2020/QH14 dated June 17, 2020.
Decree No. 31/2021/ND-CP of the Government dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Law on Investment.
Circular No. 03/2021/TT-BKHDT dated April 9, 2021 of the Ministry of Planning and Investment Regulating sample documents and reports related to investment activities in Vietnam, investment from Vietnam to the country foreign and investment promotion.

Investment in the form of capital contribution, share purchase, purchase of capital contribution from foreign investors

2.1. Conditions of investment in the form of capital contribution, share purchase, capital contribution purchase

Foreign investors making investment by contributing capital, purchasing shares and purchasing stakes of business organizations must:

satisfy market access conditions applied to foreign investors as prescribed in Article 9 of this Law;
ensure national defense and security in accordance with this Law;
comply with regulations of the law on land and conditions for receipt of land use rights and conditions for use of land on islands or border or coastal communes.

2.2. Foreign investor shall follow procedures for registration of capital contribution or purchase of shares or stakes of a business organization 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 organization conducting business in the restricted business lines;
The capital contribution or purchase of shares or stakes results in a foreign investor or business organization specified in Points a, b and c Clause 1 Article 23 of this Law holding over 50% of the charter capital of the business organization 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 organization.
The foreign investor contributes capital, purchases shares or stakes of a business organization that holds a certificate of rights to use land on an island or in a border or coastal commune, or in another area that affects national defense and security.

Investors other than those mentioned above shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, purchasing shares or stakes of business organizations.

2.3. Procedures for implementing investment activities in the form of capital contribution, share purchase, and purchase of capital for foreign investors

The business organization in which foreign investors invest in the form of capital contribution, purchase of shares or stakes in the case specified in Clause 2 Article 26 of the Law on Investment shall submit 01 set of application for registration of capital contribution or purchase of shares or stakes to investment registration authority of the administrative division where the business organization’s headquarters is located. The application includes:

A registration form for capital contribution/purchase of shares/stakes
Copies of legal documents of the individual or organization that contributes capital or purchases shares/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.
Bản sao Giấy chứng nhận quyền sử dụng đất của tổ chức kinh tế có nhà đầu tư nước ngoài góp vốn, mua cổ phần, mua phần vốn góp.

Within 15 days from the receipt of the valid application, the investment registration authority shall consider the satisfaction of the conditions for capital contribution or purchase of shares or stakes, and notify the investors, except for the case in Clause 4 of this Article. The notification shall be sent to foreign investors and business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors.

If the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors has the certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another area that affects national defense and security, the investment registration authority shall follow the procedures below:

Within 03 working days from the receipt of the valid application specified in Clause 2 of this Article, the investment registration authority shall seek opinions of the Ministry of National Defense and Ministry of Public Security about the satisfaction of the conditions specified in Point b Clause 4 Article 65 of this Decree.
Within 07 working days from the receipt of the investment registration authority’s request, the Ministry of National Defense and Ministry of Public Security shall give their opinions about the satisfaction of the conditions for national defense and security assurance by the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors; in case of failure to give any opinion by the aforementioned deadline, it is considered that it concurs with the satisfaction of the conditions for national defense and security assurance by the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;
Within 15 days from the receipt of the valid application, the investment registration authority shall consider the satisfaction of the conditions for capital contribution or purchase of shares or stake, and notify investors according to the opinions given by the Ministry of National Defense and Ministry of Public Security. The notification shall be sent to foreign investors and business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors.

After foreign investors are granted the approval for capital contribution or purchase of shares or stake, the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors shall follow procedures for change of members or shareholders at the business registration authority in accordance with regulations of law on enterprises and other law corresponding to each type of business organization.

Rights and obligations of foreign investors that act as members or shareholders of the business organization shall be established after completing the procedures for change of members or shareholders.

2.4. How to perform

Submit application directly to the Department of Planning and Investment where the enterprise is headquartered
Submit application via postal service.

Reference

National public service portal:

https://dichvucong.gov.vn/p/home/dvc-chi-tiet-thu-tuc-hanh-chinh.html?ma_thu_tuc=1.009729