Buying and selling of contributed capital on the Vietnamese market is very vibrant and is one of the investment methods that foreign investors are particularly interested in. However, not all purchase of capital by foreign investors is absolutely permitted, but must meet the conditions prescribed by law.
1. Business lines limited from market access applicable to foreign investors
Like setting up a foreign-invested company, the acquisition of contributed capital and becoming the owner/member of the board of directors of foreign investors is only possible for the industries that Vietnam had committed following the principle as below:
- For List of business lines not allowed for market access: Foreign investors are not allowed to invest;
- For List of business lines subject to conditions for market access: Foreign investors can invest provided that they satisfy the applicable conditions;
- For business lines that have no commitment by the Vietnamese government on market access to foreign investors:
- If there is no regulation restricting foreign investors’ market access under Vietnam’s domestic laws: foreign investors are allowed to access market same as the domestic investors;
- If there are regulations restricting the foreign investors’ market access under Vietnam’s domestic laws: foreign investors must comply with such regulations.
2. Procedures and dossiers need to be prepared for buying and selling contributed capital
Step 1: Registration for the purchase of shares or capital contributions of foreign investors at Investment Registration Division, Department of Planning and Investment
- 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 contributed 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 contributed capital or whose shares/stakes are purchased by foreign investors (if applicable).
Step 2: Registration for changing shareholders/the owner/member council on Enterprise Registration Certificate
- An application form for changing the owner/shareholders/ member council;
- Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative. If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- The copy of the amended charter of the company;
- The contract for stake transfer or documents proving completion of the transfer;
- A written approval given by the investment registration authority in step 1.
Step 3: Registration for changing the investors on Investment Registration Certificate (if any)
- An application form for adjustment of the investment project;
- A report on the investment project’s progress by the time of project transfer;
- A contract or principal contract for transfer of part or whole of the investment project;
- Copies of documents about the legal status of the transferor and transferee;
- A copy of the investment registration certificate; the decision on approval for investment guidelines; the decision on investor approval (if any);
- A copy of the BCC (for BCC investment projects);
- A copy of one of the following documents of the transferee: financial statements for the last 02 years or equity audit report of the investor, commitment of the parent company to provide financial support or commitment of a financial institution to provide financial support, guarantee for the investor’s financial capability or a document describing the investor’s financial capability.
3. Consultancy service for buying and selling contributed capital of Pham Consult
With many years of experience in consulting foreign investors on buying and selling contributed capital, Pham Consult provides consulting services with the competitive price, assisting you in:
- Consulting in conditions, procedures and issues arising related to registration of capital contribution, purchasing shares or contributed capital of foreign investors;
- Preparing all the dossiers in bilingual languages (Vietnamese and English) to ensure that foreign investors can easily follow up and evaluate the progress of work (if clients have requests);
- Assisting clients with notarization, consular legalization and notarized translation;
- Being on behalf of clients for submitting and receiving the results at state agencies;
- Consulting, explaining to the state agencies in case of arisen problems;
If you are interested in buying and selling contributed capital and you still have many problems about this procedures, please kindly contact us via the following information for free consulting. Pham Consult always desires and undertakes to provide clients with the best services and support to help you optimize operating costs for your business goals.
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