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Vietnamese
Change of foreign investor shareholder
After the pandemic, with the policy of opening up to investors and integrating into the world economy, Vietnam has more and more opportunities to receive more investment capital from foreign investors to help improve and enhance the infrastructure system, helping to develop the country’s economy. Thereby creating incentives for businesses to access new technology and integrate internationally, helping to improve the competitiveness of businesses with other foreign businesses.
When there is a foreign investment factor, the competent authority carries out strict management so that foreign investors can contribute capital to the enterprise. Due to the change of shareholders being foreign investors, businesses need to carry out notification procedures to the competent authority.
Documents for changing shareholders who are foreign investors
- Notice of change in business registration content (Appendix II-1 form issued with Circular 01/2021/TT-BKHĐT).
- Decision and valid copy of minutes of the General Meeting of Shareholders on changing shareholders who are foreign investors;
- List of shareholders who are foreign investors, after changes (Appendix I-8 form issued with Circular 01/2021/TT-BKHĐT) – attached in the Notice of change in business registration content.
- Share transfer contract or documents proving completion of the transfer.
- A copy of the individual’s legal documents in case the transferee is an individual; a copy of the organization’s legal documents, a copy of the individual’s legal documents for the authorized representative and a copy of the document appointing the authorized representative in case the transferee is an organization.
– For shareholders who are foreign organizations, copies of the organization’s legal documents must be consularized;
- A document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors or foreign-invested economic organizations in cases where it is necessary to carry out procedures for capital contribution registration, share purchase, or capital contribution purchase in accordance with the provisions of the Investment Law 2020.
- For companies operating under an Investment License, Investment Certificate, or documents of equivalent legal value, the following must be submitted
– Valid copy of Investment Certificate;
– Valid copy of the company’s Tax Registration Certificate;
– Request for supplementing and updating business registration information (Appendix II-14 form issued with Circular 01/2021/TT-BKHĐT).
– Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative. This document does not need to be notarized or authenticated.
Where to submit documents
Submit documents directly to the Business Registration Office where the enterprise has its head office.
Submit online at: https://dangkyquamang.dkkd.gov.vn
Processing time: within 3 working days from the date of receiving all valid documents
Requirements
Enterprises are responsible for notifying the Business Registration Office of changes in foreign investors within 10 working days from the date of change. In case of changes that the enterprise fails to notify, it will be subject to penalties in accordance with the law on administrative sanctions for violations in the field of planning and investment.
Procedures for changing foreign shareholders
Procedure 1: Transferring shares
A shareholder who is a foreign investor transfers all or part of his/her capital contribution to another investor or shareholder in the company. Payment must be made by bank transfer, except for payment in assets and other non-cash forms.
Step 2: Carry out procedures to change foreign shareholders.
Step 1: Prepare documents
Step 2: Submit documents to the business registration office
Submit 1 set of hard copies of documents to the business registration office – Department of Planning and Investment where the enterprise is headquartered
Declare and submit documents online at the National Business Registration Portal
Step 3: Processing the application
Competent authority: Business registration office – Department of Planning and Investment of the province/city directly under the central government where the enterprise is headquartered
Step 4: Receive the adjustment results and pay the fee.
When the application for changing the shareholder to a foreign investor is valid, the enterprise will be issued a certificate of change in business registration content and pay the fee:
- Publication fee: 100,000 VND
- Registration fee: 50,000 VND
Note: After being granted a Certificate of Change of Business Registration Content, the enterprise must publicly announce it on the national business registration portal.
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