Capital contribution in a joint stock company

Legal base: Law on Enterprise 2020

Foreign investors contributing capital in the joint stock companies (Article 25 Law on Investment 2020)

According to the provisions of Law on Investment 2020: “Investors have the right to contribute capital, buy share, contributed capital in economic organizations”.

For the joint stock companies, the contribution and purchase of contributed capital are carried out as follows:

• To buy the first-issued shares or additional issued shares of the joint stock company;
• To buy shares from the company or the shareholders

Procedures of investment by contributing capital, buying shares, a part of the contributed capital (Article 26 Law on Investment)

Step 1: Demonstrate the objects of the capital contribution

 The Investors execute the procedures of registration on contributing capital, buying shares and contributed capital to economic organizations in the following cases:

• The foreign investors contribute capital, buy shares to economic organizations activing in conditional investment business lines applied to foreign investors;
• The capital contribution, shares purchase leads to the fact that the foreign investors, economic organization holding from 50% of the charter capital or more of the economic organization.

Step 2: Prepare the dossier

 A dossier for the registration of contributing capital, buying shares, contributed capital:

• A document on the registration of capital contribution, shares and contributed capital buying including these contents: information of the economic organization that the foreign investors decide to contribute, purchase shares and contributed capital to the economic organization
• A copy of identification card, citizen identity card or passport to the investors who are individuals; A copy of Certificate of establishment or other similar documents affirming the legal status to the investors who are organizations.

Step 3: Implementing the procedures on the registration of capital contribution, shares’ purchase

• The investor submits the dossier to the Department of Planning and Investment where the investor placed the head office.
• Within 15 days from the date of receiving the full dossier, the Department of Planning and Investment where the head office is located notifies in writing so the investor can implement the procedure of changing the shareholders and members in accordance with laws. In case not meeting the conditions, the Department of Planning and Investment notifies the investor in writing and mention the reason clearly.

After that, the enterprise implements the procedure of changing the shareholders and members in the Enterprise Registration Certificate as well as the Investment Registration Certificate (if any) according to the provisions of laws.

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