Foreign investors contributing capital to invest in Vietnam is no longer strange. According to current law, foreign investors have the right to contribute foreign investment capital to Vietnam and buy shares of companies in Vietnam. So how does that procedure take place? Let’s find out with Hello Law through the article below.
Legal basis:
1. Forms of foreign investors contributing capital to Vietnam
Pursuant to Clause 1, Article 25 of the Investment Law 2020, foreign investors are allowed to contribute capital to Vietnam through the following forms:
(i) Purchase of initial public offering shares or additional issued shares of a joint stock company.
(ii) Contribute capital to limited liability companies and partnerships.
(iii) Contributing capital to other economic organizations not falling under the cases specified in Clauses (i) and (ii) above.
Cases where foreign investors contribute capital, buy shares, or buy capital contributions of Vietnamese companies
Pursuant to Clause 2, Article 25 of the Investment Law 2020, foreign investors purchase shares and capital contributions at enterprises in Vietnam in the following forms:
(i) Purchase of shares of a joint stock company from the company or shareholders.
(ii) Purchase capital contributions from members of a limited liability company to become a member of the limited liability company.
(iii) Purchase the capital contribution of a capital contributing member in a partnership to become a capital contributing member of the partnership.
(iv) Purchase of capital contributions of members of other economic organizations not falling under the cases specified in clauses (i), (ii) and clause (iii) above.
2. Procedures and documents for foreign investors to contribute capital to Vietnam
Investment procedures in the form of capital contribution, purchase of shares/capital contributions are carried out in the following steps:
- Step 1: Register to contribute capital, buy shares, buy capital contributions of economic organizations
- Step 2: Procedures for changing members and shareholders according to the provisions of law corresponding to each type of economic organization.
Step 1: Register to contribute capital, buy shares, buy capital contributions of economic organizations
This step is performed before changing members or shareholders if one of the cases mentioned in the section Cases requiring registration of capital contribution and purchase of shares/capital contributions of this article is required.
Registration documents for capital contribution, share purchase, and capital contribution purchase of economic organizations include:
- The registration document for capital contribution, share purchase, or capital contribution purchase includes the following contents: information on the business registration of the economic organization to which the foreign investor plans to contribute capital, purchase shares, or capital contribution; business lines; list of owners, members, founding shareholders, list of owners, members, and shareholders who are foreign investors (if any); the charter capital ownership ratio of the foreign investor before and after contributing capital, purchasing shares, or purchasing capital contributions to the economic organization; expected transaction value of the contract for capital contribution, share purchase, or capital contribution purchase; information on the investment project of the economic organization (if any);
- Copies of legal documents of individuals and organizations contributing capital, purchasing shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions: Passport (if individual); Business license or equivalent documents and Passport of the person authorized to manage capital in Vietnam (if organization);
- Agreement in principle on capital contribution, share purchase, capital contribution purchase between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions or between foreign investors and shareholders or members of that economic organization;
- A copy of the Land Use Right Certificate of an economic organization with a foreign investor contributing capital, purchasing shares, or purchasing capital contributions if that economic organization has a Land Use Right Certificate in an island, commune, ward, or border town and a coastal commune, ward, or town; other areas that affect national defense and security, except for economic organizations implementing investment projects in industrial parks, export processing zones, high-tech zones, or economic zones established under Government regulations.
- Power of Attorney for Hello Law
Place of submission : Department of Planning and Investment where the economic organization has its headquarters.
Procedures: If the capital contribution, purchase of shares, and capital contributions by foreign investors meet the conditions on ownership ratio and investment form in accordance with the Commitment Schedule and Vietnamese law, within 15 days from the date of receipt of the complete dossier, the Department of Planning and Investment will notify in writing. In case the dossier does not meet the conditions, the Department of Planning and Investment will notify in writing and state the reasons.
Step 2: Procedures for changing members and shareholders according to the provisions of law corresponding to each type of economic organization.
Depending on the type of business, the company carries out corresponding procedures such as:
- Change of ownership of a single-member LLC in case a foreign investor purchases 100% of the owner’s capital contribution
- Change of members of a two-member LLC
- Change of shareholder is foreign investor for joint stock company.
3. Service of registration of procedures for foreign investors contributing capital to Vietnam
3.1. Why choose Hello Law?

3.2. Hello Law’s Services
The service of registering procedures for foreign investment capital contribution and purchasing company shares in Da Nang will support business owners in terms of time and effort when delegating all work to the Hello Law team to perform. When using this service, we will support you to the maximum in:
- Detailed consulting related to services to complete procedures for foreign investment capital contribution and company share purchase;
- Draft necessary forms and documents;
- Representative submits documents, receives results, delivers and stores if requested by the customer.
- Consulting on choosing the appropriate type of company for investors after contributing and receiving capital transfer: Limited Liability Company or Joint Stock Company;
- Consulting on capital transfer payment procedures;
- Consulting and guiding investors to prepare necessary documents to carry out license adjustment contents.
Please contact Hello Law if you need this service at:
Website: https://hellolaw.vn/
Email: hellolawvn@gmail.com
It’s my pleasure to serve you.