Change of shareholders being foreign investors

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 conditions for businesses to access new technologies and integrate with the world, helping to improve the competitiveness of businesses with other foreign enterprises.

When there is a foreign investment factor, the competent authority shall strictly manage foreign investors to contribute capital to the enterprise. Due to the change of shareholders being foreign investors, enterprises need to carry out procedures for notifying the competent authorities.

Dossier of change of shareholders being foreign investors

• Notice of change of enterprise registration contents (form Appendix II-1 issued together with Circular 01/2021/TT-BKHDT).
• Decision and valid copy of meeting minutes of the General Meeting of Shareholders on the change of shareholders being foreign investors;
• The list of shareholders being foreign investors, after having changed (form Appendix I-8 issued together with Circular 01/2021/TT-BKHDT) – attached in the Notice of change of enterprise registration contents.
• Share transfer contract or documents proving completion of the transfer.
• Copies of legal documents of the individual in case the transferee is an individual; copies of legal papers of the organization, copies of legal papers of individuals for authorized representatives and copies of documents appointing authorized representatives in case the transferee is an organization.

– For shareholders being foreign organizations, copies of legal papers of the organization must be consular legalized;

• Documents of the Investment Registration Agency approving the capital contribution, share purchase, purchase of contributed capital by foreign investors or foreign-invested economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase or purchase of contributed capital in accordance with the Law on Investment 2020. 
• For companies operating under investment licenses, investment certificates or documents with equivalent legal validity, they shall be enclosed:

– A valid copy of the investment certificate;

– A valid copy of the company’s tax registration certificate;

– A written request to supplement and update business registration information (form Appendix II-14 issued together with Circular 01/2021/TT-BKHDT).

– A written authorization for the person to submit the application and receive the result if he is not the legal representative. This document is not required to be notarized or authenticated.

Where to apply

• Apply directly at the Business Registration Office where the enterprise is headquartered.
• Submit online/online level 4 at: https://dangkyquamang.dkkd.gov.vn

Processing time: within 3 working days after receiving all valid documents

Eligibility requirements

Enterprises are responsible for notifying the change of shareholders being foreign investors to the Business Registration Office within 10 working days from the date of change. In case there is a change that the enterprise does not notify, it will be sanctioned in accordance with the law on sanctioning administrative violations in the field of planning and investment.

Procedures for changing foreign shareholders 

Process 1: Proceed with the transfer of shares

Shareholders being foreign investors transfer all or part of their contributed capital to investors or other shareholders in the company. Payment must be by bank transfer, except in the case of payment by property and other forms other than cash.

Process 2: Carry out procedures for changing foreign shareholders.

Step 1: Prepare your application

Step 2: Apply at the business registration office

1. Submit 1 set of hard copy documents at the business registration office – Department of Planning and Investment where the enterprise is located
2. Declare and apply online at the National Business Registration Portal

Step 3: Resolve the case

Receiving agency: Business registration office – Department of Planning and Investment of the province/centrally-run city where the enterprise is located

Step 4: Receive the adjustment result and pay the fee.

When the dossier of change of shareholder being a foreign investor is valid, the enterprise will be issued a certificate of change in the contents of business registration & close the following rules:

• Publication fee: VND 100,000
• Registration fee: VND 50,000

Note: After being granted the Certificate of change of business registration contents, the enterprise must publicly announce it on the national portal on business registration.

Siglaw Law Firm is always ready to exchange and support customers with necessary information in the process of customers carrying out procedures for changing shareholders who are foreign investors. Please contact Siglaw for specific advice.

Siglaw Law Firm

Phone: (+84) 961 366 238

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