外國投資者為越南公司提供資金

According to the Law on Investment 2014, the Law on Enterprise 2014 and documents providing guidelines for implementation of the Law on Investment 2014, the Law on Enterprise 2014, capital contribution and shares purchase of foreign investors to Vietnamese companies (including 100% local owned companies and foreign owned companies) shall be complied with the following regulations:

Formalities of capital contribution to Vietnamese companies:

• Purchase shares of joint-stock companies from the companies or shareholders through IPOs or additional issuance;
• Purchase capital contribution in limited liability companies from their members in order to become a member;
• Purchase capital contribution in partnerships from their partners in order to become a partner;
• Contribute capital to Vietnamese companies under other formalities.

Foreign investors are understood as foreign individuals, foreign companies, foreign organization who contribute capital or purchase shares of Vietnamese companies.

Conditions of foreign investors contributing capital to Vietnamese companies:

• Foreign investors contribute capital to Vietnamese companies must comply with investment methods, operating scope, Vietnamese partners and other aspects regulated by international agreements to which the Socialist Republic of Vietnam is a member;
• Capital ratio of foreign investors in Vietnamese companies is unlimited, except for the following cases:
• Capital ratio of foreign investors in listed companies, public companies, securities-trading organizations and securities investment funds shall be complied with regulations of the law on securities;
• Capital ratio of foreign investors in state-owned companies which have been equitized or converted shall be complied with regulations of the law on equitation and conversion of state-owned companies.
• Capital ratio of foreign investors in companies which are not listed companies, public companies, securities-trading organizations, securities investment funds and state-owned companies shall be complied with other regulations of relevant law and international agreements to which the Socialist Republic of Vietnam is a member.

In the following cases, foreign investors shall perform the procedures for capital contribution, shares purchase and capital contribution purchase to Vietnamese companies:

• Foreign investors contribute capital, purchase shares, purchase capital contribution to Vietnamese companies which are conducting conditional business sectors applied to foreign investors;
• Capital contribution, shares purchase, capital contribution purchase lead to more than 51% of the charter capital are owned by foreign investors.

A dossier for registration of capital contribution, shares purchase, capital contribution purchase to Vietnamese companies includes:

• A written form for capital contribution/shares purchase/capital contribution purchases which specifies: information of the business organization that foreign investors intend to contribute capital/buy shares/buy capital contribution; charter capital ratio of foreign investors after contributing capital/buying shares/buying capital contribution;
• For foreign investors who are individuals: copies of ID cards or passports;

For foreign investors who are organizations: copies of the certificates of establishment of organizations or equivalent papers which certify legal status of investors.

The procedures include the following steps:

In case foreign investors register capital contribution, shares purchase, capital contribution to 100% local owned companies:

Step 1: Foreign investors shall submit the dossier to the Investment Division – the Department of Planning and Investment where the head-office of the company locates to perform the procedures for capital contribution, shares purchase, capital contribution to 100% local owned companies.

If the capital contribution, shares purchase, capital contribution of foreign investors satisfy the conditions, the Department of Planning and Investment shall issue a written notice within 15 days from the receipt date then investors can change shareholders or members as prescribed by the laws. If fail to satisfy the conditions, the Department of Planning and Investment shall issue a written notice providing explanation.

Step 2: After being granted the approval from the Investment Division – the Department of Planning and Investment, foreign investors shall perform the procedures for changing shareholders, members on the Certificate of Business Registration as prescribed by the law at the Investment Division – the Department of Planning and Investment.

In case foreign investors register capital contribution, shares purchase, capital contribution to foreign owned companies in Vietnam:

Step 1: Foreign investors shall submit the dossier to the Investment Division – the Department of Planning and Investment where the head-office of the company locates to perform the procedures for capital contribution, shares purchase, capital contribution to foreign owned companies.

Step 2: After being granted the approval from the Investment Division – the Department of Planning and Investment, if the company has not separated the Certificate of Investment into the Certificate of Business Registration and the Certificate of Investment Registration, investors shall perform the procedures for certificates separation at the Business Registry Division – the Department of Planning and Investment.

Step 3: After separating the Certificate of Business Registration and the Certificate of Investment Registration, investors shall perform the procedures for adjustment of the Certificate of Investment Registration at the Department of Planning and Investment.

The payment of the assignee to the assignor:

According to Circular No. 19/2014/TT-NHNN which was issued on August 11, 2014 by the State Bank of Vietnam, the payment for capital assignment must be executed through a direct investment capital account of the enterprise. Therefore, a foreign investor who contributes capital, buys shares or buys capital contributions to a Vietnamese company shall open a direct investment account at a bank in Vietnam. The currency shall be Vietnam Dong or foreign currency, depends on the currency which is chosen for capital contribution to the company.

If you have any concern, please feel free to contact Viet An Law Firm to get our detailed advice!