Transferring investment capital contributions or shares to foreigners involves specific regulations and procedures that vary depending on the type of enterprise. Below are the details:

1. Conditions for Transferring Investment Capital Contributions or Shares

1.1 Vietnamese Enterprises

  • Regulations for Vietnamese-Owned Enterprises:
    • For enterprises that are wholly Vietnamese-owned, check the industry-specific regulations and the permissible percentage of investment capital that can be transferred to foreigners.
    • If the industry has no specific restrictions and the transfer percentage is less than 51%, you only need to update the business registration certificate.
    • If the transfer percentage exceeds 51% or the industry has restrictions, you must register the investment capital contribution or share purchase with the Department of Planning and Investment (DPI) before updating the business registration certificate.

1.2 Enterprises with Foreign Elements

  • Regulations for Foreign-Invested Enterprises:
    • For enterprises that already have foreign investment or other foreign elements, consider both industry regulations and the permissible transfer percentages. Some industries impose limits on foreign participation or investment capital contributions.

2. Procedures and Documentation for Transfer

2.1 For Vietnamese Enterprises:

Step 1: Register Investment Capital Contribution or Share Purchase

  • Submit an application for investment capital contribution/share purchase.
  • Provide a copy of the ID card/passport (if the investor is an individual).
  • Include a copy of the business registration certificate (if the investor is an organization).

Step 2: Update Business Registration Certificate

  • Notify the Business Registration Office of changes to business registration contents.
  • Submit the decision from the owner/chairman of the members’ council/management board.
  • Provide minutes from the members’ council/management board meeting.
  • If the transfer affects the number of members, additional documents such as the company charter and application for business registration may be required.

2.2 For Enterprises with Foreign Elements:

Step 1: Update Investor Information on Investment Registration Certificate

  • Submit an application for adjustment of the investment project.
  • Provide an explanation of compliance with trading conditions.
  • Include bank balance confirmation.
  • Provide a copy of the ID card/passport (for individuals) or legalized documents (for foreign organizations).
  • Submit a financial report (for foreign organizations).
  • Include a power of attorney for representing investment capital contribution (for foreign organizations).

Step 2: Update Business Registration Certificate

  • Follow procedures similar to those for Vietnamese enterprises.

Submission and Processing:

  • Where to Submit Documents: Business Registration Office of the Department of Planning and Investment.
  • Processing Time: 25 – 30 working days after document submission.

Frequently Asked Questions

What is an Enterprise with Foreign Elements?

  • An enterprise with foreign elements, also known as a foreign-invested enterprise, includes joint ventures with foreign investment capital or other foreign elements such as a foreign legal representative.

What Conditions are Required for Transferring Shares or Investment Capital to Foreign Investors?

  • Determine if the enterprise is 100% Vietnamese-owned or has foreign elements, as this affects documentation and procedures.
  • Check industry-specific regulations regarding foreign investment and the allowed percentage of investment capital transfer. For instance, the freight transport industry limits foreign investment capital contributions to 49%.

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