REGISTRATION PROCEDURES OF CAPITAL CONTRIBUTION, PURCHASE OF SHARES, PURCHASE OF CONTRIBUTED CAPITAL
When making capital contribution, purchase of shares, purchase of contributeed capital; investors must carry out registration procedures in certain cases.
1. Cases when investors have to carry out registration procedures:
According to the provisions of Clause 2, Article 26 of the Investment Law 2020: Foreign investors shall carry out procedures for registration of capital contribution, purchase of shares or purchase of contributed capital of an economic organization before changing members, shareholders if they fall into one of the following cases:
- The contribution of capital, purchase of shares, purchase of contributed capital increases the foreign investors’ ownership ratio in economic organizations engaged in business lines and trades with conditional market access for foreign investors;
- The contribution of capital, purchase of shares, purchase of contributed capital leads to the fact that foreign investors and economic organizations specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment hold more than 50% of the charter capital. ratio of economic organizations in the following cases: increasing the rate of ownership of the charter capital of foreign investors from less than or equal to 50% to over 50%; increase the rate of ownership of charter capital of foreign investors when foreign investors already own more than 50% of charter capital in economic organizations;
- Foreign investors contribute capital, purchase shares or purchase capital contributions from economic organizations with land use right certificates in islands and border communes, wards and townships; coastal communes, wards and towns; other areas affecting national defense and security.
2. The order of execution[1]:
Economic organizations with foreign investors making capital contribution, purchase of shares or contributed capital shall submit 01 application for registration of capital contribution, purchase of shares or contributed capital to the investment registration authority of the locality where the business organization is located economic headquarters.
In case the conditions specified in Clause 2, Article 24 of the Law on Investment are satisfied, based on the written approval of the Investment Registration Authority, the economic organization in which foreign investors contribute capital, purchase shares or purchase the contributed capital shall carry out procedures for changing members and shareholders at the business registration agency in accordance with the law on enterprises and other laws relevant to each type of economic organization.
3. Dossier composition[2]:
| Ordinal number | Dossier composition | Note |
| 1 | Written registration of capital contribution, purchase of shares, contributed capital. | Form A.I.7 Circular 03/2021/TT-BKHĐT |
| 2 | Copies of legal papers of individuals and organizations contributing capital, purchasing shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions. | |
| 3 | Written agreement on capital contribution, share purchase, purchase of capital contributions between foreign investors and economic organizations receiving capital contribution, purchase of shares or purchase of contributed capital. | |
| 4 | Declaration document (enclosed with a copy) Certificate of land use right of the economic organization receiving capital contribution, shares or capital contribution of foreign investors. | Applies to the cases specified at Points b and c, Clause 2, Article 24 of the Law on Investment 2020.
Economic organizations with foreign investors contributing capital, purchasing shares or purchasing contributed capital portions shall be responsible before law for the accuracy and truthfulness of their declarations. |
[1] Point 3 Section 1 Official Letter 8909 /BKHĐT-PC 2020.
[2] Point 3 Section 1 Official Letter 8909 /BKHĐT-PC 2020.
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