Profile
Vietnamese
Foreign investors transfer capital contribution in limited liability company
Transferring capital contribution in a limited liability company is the act of a foreign member transferring all or part of the rights and obligations equivalent to the capital invested in their company to other individuals, organizations, members or non-members. This is also a fairly common activity when foreign investors transfer capital contributions in a limited liability company in Vietnam. To learn more about this issue, please refer to the article below with Siglaw:
Conditions for foreign investors to transfer capital contributions in limited liability companies
Foreigners need to carefully study the regulations on the capital contribution ratio that foreign investors can contribute as well as the industry in which the company is operating. Because Vietnamese law restricts some industries and the capital ratio of foreign investors in the company. For example, the tourism industry requires the company to have at least 10% Vietnamese capital; the freight forwarding industry: Foreign ownership is up to 49%.
Therefore, when transferring capital contributions in a limited liability company, it must meet the conditions on the industry and capital ownership ratio of foreigners and Vietnamese in the company.
At that time, if a foreign member/shareholder wants to transfer capital contributions or shares to another foreigner, the company must carry out procedures to change the investor stated in the investment registration certificate (IRC). At that time, the change of new members/shareholders is made on the basis of the business registration certificate.
Procedures for foreign investors to transfer capital contributions in limited liability companies
Foreign investors can transfer capital contributions in limited liability companies in three different ways, and the procedures will also vary depending on the purpose of the parties and the limits allowed by law.
Note that documents from abroad, issued by foreign agencies, must have consular legalization before being notarized. Except for personal documents issued by foreign agencies such as driver’s licenses, passports, ID cards, temporary residence cards, permanent residence cards, graduation certificates, certificates and transcripts attached to graduation certificates and certificates, consular legalization is not required before being notarized. Therefore, the procedures for transferring capital contributions in limited liability companies by foreign investors are carried out in the following ways:
Method 1: Gaining all contributed capital and become the owner ( in case of an 1-member Limited Liability Company)
| Step 1: Prepare documents to register for capital contribution and purchase of capital contribution |
|
| Step 2: Submit application for capital contribution and share purchase | Place of submission: Investment registration agency where the company is headquartered. For example:
Time to receive results: 15 days from the date of submission of valid documents. If the results are not received within the time limit, the agency where the documents were submitted can be requested to resolve. |
| Step 3: Prepare documents for changing business registration |
|
| Step 4: Submit Change of Business Registration | Place of submission: Business registration office where the company is headquartered. For example:
Time to return results: 03 working days from the date of receiving valid documents |
Method 2: Gaining a portion of capital back from the investor to convert from a 1-member Limited Liability Company to a 2-member Limited Liability Company.
Case 1: Capital transfer leading to foreign investors holding 51% or more of total charter capital
| Step 1: Prepare and submit application for capital contribution and share purchase | Similar to Method 1 |
| Step 2: Prepare documents for changing business registration |
|
| Step 3: Submit application | Place of submission:
Time to receive results: 03 days from the date of receiving valid documents |
Case 2: Capital transfer leading to foreign investors holding less than 51% of total charter capital (Similar to above)
Method 3: Receive back the contributed capital to increase the number of members (Limited Liability Company with 02 members)
Case 1: Capital transfer leading to foreign investors holding 51% or more of total charter capital
| Step 1: Prepare and submit application for capital contribution and share purchase | Similar to Method 1 |
| Step 2: Prepare documents for changing business registration |
|
| Step 3: Submit application | Place of submission:
Time to receive results: 03 days from the date of receiving valid documents |
Case 2: Capital transfer leads to foreign investors holding less than 51% of total charter capital
| Step 1: Prepare and submit application for capital contribution and share purchase | Similar to Method 1 |
| Step 2: Prepare documents for changing business registration | Same as above |
The above is the advice of Siglaw Law Firm on the transfer of capital contribution in a limited liability company of a foreign investor. If you have any questions about the above content, please contact the information below for direct consultation 24/7:
Phone: (+84) 961 366 238
Email:
- vphn@siglaw.com.vn
- vphcm@siglaw.com.vn
Headquarters: No.44/A32-NV13, Gleximco A, Le Trong Tan street, An Khanh, Hoai Duc, Ha Noi, Vietnam.
Southern branch: A9.05 BLOCK A, SkyCenter Building, 5B Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam.
Central branch: 177 Trung Nu Vuong, Hai Chau District, Da Nang City
Facebook: https://www.facebook.com/hangluatSiglaw
