Investment registration

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Procedure for capital contribution or purchase of shares

01. Conditions for application

Where a foreign investor contribute capital or purchase shares of a company in Vietnam under the following cases, such investor must not carry out the procedure for obtaining an Investment Registration Certificate but procedure for capital contribution or purchase of shares:
1. The foreign investor makes capital contribution or purchases shares to an economic organization which operates in the industries or trades in which business investment is conditional in respect of foreign investors;
2. The capital contribution or purchase of shares shall result in the fact that the foreign investor or economic organization which is considered as foreign investor holds 51% or more of the charter capital of the economic organization.

02. Applicable laws

1. Investment Law 2014
2. Enterprise Law 2014
3. Decree No. 118/2015/NĐ-CP
4. Circular No. 16/2015/TT-BKHĐT

03. Procedure

Step 1: Prepare a set of the following documents

1. Written registration for capital contribution or purchase of shares including the following items: information about the target company to which the foreign investor intends to make capital contribution or purchase shares; and ratio of the charter capital to be owned by the foreign investor after making capital contribution or purchasing shares to the target company; and
2. Copy of the people’s identify card, ID card or passport in the case of investors being an individual; copy of the incorporation certificate or other equivalent document certifying the legal status in the case of investors being an organization.

Step 2: Submit the file to the Department of Planning and Investment (“DPI”) where the target company is located

Step 3: The DPI shall, within 15 working days, check the file and notify investor in writing its opinions about the capital contribution or purchase of shares

Step 4: The target company shall carry out the procedure for the change of shareholder(s) or member(s) of the company invested at Business Registration Agency

Step 5: The Business Registration Agency shall grant a written certification on the change of such shareholder(s) or member(s) and an amended Enterprise Registration Certificate

04. Processing Time 20 working days

05. Service fee USD 1800 - 2000

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