VI In the process of implementing investment projects, changing investors is an inevitable procedure. Foreign-invested companies can change investors when the old investor transfers the project/contribution to the new investor; more investors contribute capital to the business.
Join Pham Consult to learn about the procedure for changing investors in foreign-invested companies.
Procedure for changing foreign investors
Step 1: Register to contribute capital, buy shares, buy contributed capital
Foreign investors in the following cases need to carry out procedures for registration of capital contribution, purchase of shares or purchase of contributed capital of an enterprise before changing investors:
– 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 results in the holding of more than 50% of capital by foreign investors and economic organizations specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment. the charter of the economic organization 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.
At that time, investors need to prepare documents:
– Written registration of capital contribution, share purchase, purchase of contributed capital;
– Copies of legal papers of individuals, organizations contributing capital, buying shares, buying capital contributions and economic organizations with foreign investors contributing capital, buying shares or purchasing capital contributions;
– Written agreement in principle on capital contribution, share purchase, purchase of capital contribution portions between foreign investors and economic organizations in which foreign investors contribute capital, purchase shares, purchase capital contributions or between foreign investors with shareholders or members of such economic organizations;
– A copy of the certificate of land use rights of the economic organization in which foreign investors contribute capital, purchase shares, or purchase capital contributions (in case the economic organization has a certificate of land use right in the island); , communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security).
Implementing agency: Department of Planning and Investment where the enterprise is located.
Time: Within 15 days from the date of receipt of valid dossiers. Within 25 days from the date of receipt of a valid dossier, for cases where the Company has a certificate of land use rights in islands, communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security
Step 2: Change the enterprise registration certificate (ERC)
Investors need to prepare the following documents:
– Notice of change of business registration contents;
– Resolutions and decisions of the company owner, for one-member limited liability companies; resolutions, decisions and meeting minutes of the Members’ Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint stock companies, on the change of capital regulations;
– List of members of limited liability companies with two or more members; list of members of the partnership.
– Public copies of legal papers of new members/shareholders contributing capital to the company.
– The investment registration agency’s document approving the capital contribution, share purchase or purchase of contributed capital of foreign investors or foreign-invested economic organizations, in case the following procedures must be followed: continue to register for capital contribution, purchase of shares and purchase of contributed capital in accordance with the Law on Investment.
– Transfer contract or document proving the completion of the transfer. (In case the new investor receives the transfer of shares/contributing capital in the enterprise)
Implementing agency: Department of Planning and Investment where the enterprise is located.
Time: Within 03 – 05 working days from the date of receiving the valid application.
Step 3: Change the investor in the investment registration certificate
Investors need to prepare the following documents:
– A written request for adjustment of the investment project;
– Document explaining the change of investor.
– Report on the implementation of investment projects up to the time of adjustment;
– Investor’s decision on adjustment of investment project for institutional investors;
– Documents proving the new investor’s legal status;
– Documents proving the new investor’s finances or documents proving that the investor has made the capital contribution or purchase of shares/capital contribution.
Implementing agency: Department of Planning and Investment where the enterprise is located.
Time: Within 10 -15 working days from the date of receipt of valid dossier.
Thus, through the article on Pham Consult has presented the procedure to change investors for foreign-invested companies. If you want more advice or support in implementing this service, please contact Pham Consult.
