Currently, many foreign investors (FI) buy shares, contributed capital, and a portion of capital contribution in Vietnam, and in certain cases, when FI invest in Vietnam must carry out this procedure at a competent authority.

1. Forms of contributing capital, purchasing shares, and the portion of capital contribution

In Article 25 of the Investment Law 2020, there are regulations in the forms of foreign investors contributing capital, purchase of shares, purchase of a portion of capital contribution in Vietnam as follows:

For capital contribution to economic organizations, the following forms:

• Purchase of shares issued for the first time or additional shares issued by the joint-stock company;
• Capital contribution to limited liability companies and partnerships;
• Capital contribution to other economic organizations does not fall into the above cases.

For the purchase of shares or contributing portion of capital, the following forms are required:

• Purchase of shares of the joint-stock company from the company or shareholders;
• Purchase of portion of capital contribution of a limited liability company member to become a limited liability company member;
• Purchase of portion of capital contribution of members in a partnership to become capital contributing members of the partnership;
• Purchase of portion of capital contribution of members of other economic organizations not in the above cases.

2. Cases in which capital contribution registration, purchase of shares, or purchase of the portion of capital contribution must be carried out

According to Article 26 of the Investment Law 2020, when the investor contributes capital, purchases shares, purchases a portion of capital contribution in the following cases, the registration procedures must be carried out:

• The capital contribution, purchase of shares, purchase of a portion of capital contribution increase the ownership ratio of the investors in economic organizations conducting business by sectors and trades with conditional market access for the investors (The list of sectors and trades with conditional market access for the State investors is specified in Part B of Appendix I°of Decree 31/2021/ND-CP).
• The capital contribution, purchase of shares, purchase of a portion of capital contribution shall result in the State investors and economic organizations specified at Points a, b and c, Clause 1, Article 23 of this Law holding more than 50% of the charter capital of the economic organization in the following cases: increasing the charter capital ownership ratio of the investors from less than 50% to more than 50%; increasing the charter capital ownership ratio of the State investors when the investors already own more than 50% of the charter capital in the economic organization;
• Investors contribute capital, purchase shares, purchase a portion of the capital contribution of economic organizations with certificates of land use rights in islands and border communes, wards, and townships; coastal communes, wards, and townships; other areas affecting national defense and security.

3. Procedures for registration of capital contribution, purchase of shares, or purchase of a portion of capital contribution

   Documents to be prepared:

According to the provisions of Article 66 of Decree 31/2021/ND-CP, the following documents should be prepared:

• Capital contribution registration/ purchase of shares/purchase of a portion of capital contribution application;
• Copies of legal papers of individuals and organizations contributing capital, purchase of shares, purchase of a portion of capital contribution, and economic organizations with state-owned enterprises contributing capital, buying shares, buying contributed capital;
• A written agreement on the principles of capital contribution, purchase of shares, purchase of a portion of capital contribution between the State and economic organizations with State capital contribution, share purchase, or capital contribution purchase between the State and shareholders or members of such economic organizations;
• Copies of land use right certificates of economic organizations with State-owned capital contribution, purchase of shares, purchase of a portion of capital contribution (in case such organizations have land use right certificates in islands, communes, wards, border towns, and coastal communes, wards, and townships; other areas affecting national defense and security).

    Place of filing: Investment registration agency where the economic organization is headquartered.

    Execution time: Within 15 days from the date of receiving the valid dossier.

    Legal grounds:

• Investment law 2020;
• Decree 31/2021/NĐ-CP.