Following the series of articles about Indirect Investment in Vietnam, in this article, CDLAF hopes to share with you the steps needed to perform as well as document, dossier which an Investor need to prepare to accomplish the procedure of contributing capital and purchasing shares in Vietnamese enterprises. We believe that the information provided below will help the Investor make a detailed plan about time, work to be done, required cost, level of difficulty or advantage, before officially deploying investment in Vietnam.

1. Procedure to contribute capital, purchase shares in enterprise in Vietnam

In order to perform business activities in Vietnam in the form of indirect investment (contributing capital, purchasing shares), the Investor shall follow steps in the following below :

Step 1. Applying for a Written Approval of the contribution of capital for Foreign Investor 

This is the first step that the Investor needs to take, accordingly the organization receiving the Investor will represent the Investor to submit a dossier at the Department of Planning and Investment where the enterprise’s head office is located.

At this step, the Department of Planning and Investment will consider overall issues from business lines, capital of Enterprise in which the Investor intends to invest, the capacity of the Investor and other relevant issues. Based on the provided dossier and the content of explanation, the Department of Planning and Investment will consider the approval of investment permit or require implementation, or reject on a case-by-case basis. In case the business lines of enterprise have not been committed at WTO Schedule, the Department of Planning and Investment shall normally be forced to consult other management agencies, the written response of these agencies will be a basis for the Department of Planning and Investment approving or rejecting the Investor’s dossier.

Step 2: Enterprise performing procedure of changing member, shareholder, owner 

After receiving the result of approval in Step 1, the enterprise submits a dossier to change the enterprise’s information at the Business Registration Office of the Department of Planning and Investment. Within 03 working days from the date of receiving the dossier, the Business Registration Agency holds responsible for considering the invalidation of the dossier and granting a new Business Registration Certificate; in case the dossier is not valid, the Business Registration Agency shall notify in writing the contents that needs to be amended and supplemented for the enterprise. In case of refusal to grant a new Business Registration Certificate, it shall notify in writing for the enterprise and clearly state the reason.

With this step, the information of the Investor as a new member, owner (for the case of receiving the transfer of all capital), shareholder will be updated on National Business Information Portal.

2. List of documents to perform indirect investment in Vietnam

In accordance with each of the above Steps, the list of documents which the Investor and Enterprise need to prepare will be as follows:

For Step 1:

• Written registration of the contribution of capital, the purchasing of shares, contributed capital.
• A copy of legal document of the Investor, depending on each case whether the Investor is an individual or an organization, one of the following documents is required: passport, Establishment Decision or Business Registration Certificate or other equivalent documents;
• Written Agreement in principle on the contribution of capital, the purchasing of shares, contributed capital between the foreign investor and the economic organization receiving the contribution of capital, the purchasing of shares, contributed capital;
• A copy of Certificate of Land Use Rights of the economic organization having the foreign investor who contributes capital, purchases shares, contributed capital (as for case prescribed at point b clause 4 Article 65 of Decree 31/2021/NĐ-CP related to security and defense issues)

For Step 2:

• Notification of change in member signed by legal representative of the enterprise;
• List of members of a joint stock company. List of members shall have all the signatures of the new member and the member who changes the capital of contribution, it is not required to have the signature of the unchanged capital contributing member.
• The transfer contract or documents proving the completion of the transfer;
• A legal document’s copy of individual for new member being an individual or a legal document’s copy of organization and a legal document’s copy of individual in case of an authorized representative, a copy of the appointment of an authorized representative in case the new member is an organization.
• As for the member who is a foreign organization, the legal document’s copy of the organization shall be legalized by the Consulate.
• Written Approval of the contribution of capital, the purchasing of shares, contributed capital of the foreign investor, the economic organization having the foreign capital investment.

Above is the sequence of steps as well as a fundamental list of documents needed to prepare for each step. However, based on the capacity of the Investor, business lines, forms of operation, time of investment…, the Department of Planning and Investment as well as specialized agency will require the parties to prepare some other additional documents.

Time of writing: 14/03/2023

The article contains information which is of reference value, in case you want to receive legal opinions which you need clarification on, please get in touch with our Lawyer at info@cdlaf.vn