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Registering the change of enterprise registration content when transferring capital

01. Conditions for application

When members of a limited liability company or shareholders of a shareholding company transfer their capital contribution/shares, the company must carry out the following procedures:
- Change of owner of one-member limited liability company if there is only one transferee
- Conversion from one-member limited liability company into limited liability company with more than 02 members if there are many transferees
- Change of number of members in case of limited liability company with 02 or more members
- Notification of change or existence of foreign shareholder in case of shareholding company

02. Applicable laws

1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT

03. Procedure

Step 1: Prepare a set of the following documents

* Owner of one-member limited liability company transfer its capital to only one transferee
1. Notification of change of owner of one-member limited liability company
2. Sales Purchase agreement or other documents proving the completion of the transfer.
3. Valid copy of decison on establishment or enterprise registration certificate or equivalent
4. Valid copy of decision or equivalent; valid of identity document of authorized persons together with the decision on appoint such authorized person if the transferee member is institution or passport, identity card if the transferee member is individual.
5. Approval of provincial Department of Planning and Investment on the acquisition of foreign investors.

* Owner of one-member limited liability company transfers its capital to many persons
1. Request of enterprise registration
2. Charter of limited liability company with 02 or more members
3. List of members and valid copy of identity document of individual member or enterprise registration certificate or equivalent of insitutional member.
4. Sales Purchase agreement or other documents proving the completion of the transfer.

* Transfer of capital contribution of limited liability company with 02 or more members

1. Notifcation of change of members
2. Sales Purchase agreement or other documents proving the completion of the transfer.
3. Valid copy of decision or equivalent; valid of identity document of authorized persons together with the decision on appoint such authorized person if the transferee member is institution or passport, identity card if the transferee member is individual.
4. Approval of provincial Department of Planning and Investment on the acquisition of foreign investors.

* Notification of change of foreign shareholders 
1. Notification on change of foreign shareholders
2. Valid decision and meeting minutes of General Meeting of Shareholders on the change of foreign shareholders;
3. List of foreign shareholders amended.
4. Sales Purchase agreement or other documents proving the completion of the transfer.
5. Valid copy of decision or equivalent; valid of identity document of authorized persons together with the decision on appoint such authorized person if the transferee shareholder is institution or passport, identity card if the transferee shareholder is individual.
6. Approval of provincial Department of Planning and Investment on the acquisition of foreign investors.

* Change of foreign shareholders
1. A notification on update of information of foreign shareholders

Step 2: Submit the file to Business Registration Office (“BRO”) where the company is headquarted within
– 10 days from the date of change of owner or members or foreign shareholders
– 03 working days from the date of having information about the foreign shareholders if the seller is not foreign shareholder

Step 3: Within 03 working days from the date of receipt of valid file, the BRO shall
– Issue an amended enterprise registration certificate if there is a change of owner of one-member limited liability company, conversion of one-member limited liability company, or change of number of members of limited liability company with 02 or more members.
– Issue a certification of change of enterprise registration content if the shareholding company notifies about the existence or change of foreign shareholders

04. Processing Time 03 working days

05. Service fee VND 2.5 million

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