How can Korean investors contribute capital to a Vietnamese company legally and efficiently? What approvals, documents, and procedures must be completed under Vietnamese law? This detailed guide explains the full process, updated to 2025, to help Korean investors navigate investment requirements and avoid compliance risks when entering Vietnam’s growing market.
South Korea is one of Vietnam’s largest foreign investors, with widespread participation in manufacturing, technology, logistics, real estate, and consumer industries. One of the simplest ways for Korean businesses and individuals to enter Vietnam is by contributing capital to an existing Vietnamese company.
However, under the Law on Investment 2020 and Law on Enterprises 2020, any capital contribution by a Korean investor is treated as a foreign investment, requiring specific procedures, approvals, and compliance steps. Korean investors cannot freely buy shares or contribute capital like Vietnamese nationals; instead, they must follow Vietnam’s foreign investment regulations.
Vietnamese law allows Korean investors to contribute capital in several ways:
Purchasing capital contributions in a limited liability company
Purchasing shares in a joint-stock company
Contributing additional capital during a charter capital increase
Receiving transferred capital contributions from existing members
Regardless of form, the investor becomes a foreign owner and must comply with foreign investment rules.
Korean investors must apply for Capital Contribution Approval (also known as M&A Approval) if the investment involves any of the following:
The target company operates in a conditional business line for foreign investors
The contribution results in Korean ownership exceeding 50%
The investment affects national security or sensitive localities
The Vietnamese company uses land in border, coastal, or defense areas
Foreign investors acquire controlling rights in a regulated industry
Conditional sectors commonly affecting Korean investors include logistics, advertising, retail trading, education, fintech, and e-commerce.
If none of these conditions apply, Korean investors may proceed without M&A Approval but must still complete post-transaction registration.
Below is the complete process Korean investors must follow from initial assessment to legal recognition of ownership.
Before any investment transaction, Korean investors should assess:
Whether the business sector is restricted to foreign ownership
Whether additional permits (IRC, sub-licenses) are required
Whether foreign ownership will exceed 50%
Whether the company holds sensitive land-use rights
Whether the transaction affects control or management
This analysis determines whether approval is required and how to structure the transaction.
If approval is required, the investor must file an application with the Department of Planning and Investment (DPI) in the province where the Vietnamese company is registered.
Documents commonly include:
Korean passport or Korean company’s business registration certificate
Legalized and translated documents (mandatory for all Korean documents)
Financial capability evidence
Capital contribution contract or share purchase agreement
Charter and existing registration documents of the Vietnamese company
Explanation of compliance with foreign ownership rules
Korea’s documents must be:
Notarized
Certified by Korean authorities
Consular legalized by the Vietnamese Embassy/Consulate in Korea
Translated into Vietnamese and notarized locally
The DPI typically processes applications within 15–20 working days.
After receiving approval (if required), the Vietnamese company must submit procedures to amend its ERC to record:
The Korean investor as a new member or shareholder
Updated ownership ratios
Revised charter capital (if increased)
Any amendments in the company charter
Until this step is completed, the Korean investor is not officially recognized as an owner—even if money has already been transferred.
Vietnam requires that all foreign capital contributions be transferred through a Direct Investment Capital Account opened at a licensed Vietnamese bank.
The DICA is mandatory for:
Receiving Korean investment funds
Distributing profits or dividends
Recording capital increases and decreases
Ensuring foreign exchange compliance
Korean investors cannot legally transfer investment funds directly to a company’s operational account.
Once the DICA is opened, the Korean investor transfers the approved capital amount from Korea or another foreign account.
The receiving bank verifies:
The origin of funds
Consistency with the approved investment amount
Compliance with anti-money-laundering rules
Accurate currency conversion
Vietnamese authorities will check whether the capital was transferred on time and through the correct account. Late contributions may lead to penalties or forced amendments.
After capital transfer and ERC update, the Vietnamese company must:
Update shareholder or member registers
Notify DPI of capital contribution completion
Update tax and accounting ledgers
Revise internal corporate governance documents
Review sector-specific compliance if applicable
Industries like education, retail, advertising, logistics, or fintech may require additional permits even after capital contribution.
Capital contribution is a straightforward concept, but practical issues often arise. Understanding these challenges early helps avoid costly delays.
Korean investors must ensure the investment complies with:
WTO market access commitments
Vietnam’s negative list
Sector-specific ownership caps
Conditional business regulations
For example:
Advertising does not allow 100% foreign ownership
Retail trading may require a separate economic needs test (ENT)
Real estate restrictions apply depending on land type
Logistics services have varied foreign ownership limits
DEDICA Law helps Korean investors navigate ownership structures safely.
Foreign ownership may be restricted if the Vietnamese company:
Holds land near border or coastal zones
Operates in areas sensitive to national security
Leases land in industrial zones with defense value
Such situations require specialized review before contributing capital.
Common issues include:
Using incorrect or illegal fund transfer channels
Failing to obtain M&A Approval when required
Incorrect or incomplete legalization of Korean documents
Misunderstanding ownership caps in restricted sectors
Delay in capital contribution leading to regulatory penalties
Professional legal support minimizes these risks.
DEDICA Law provides end-to-end legal support for Korean investors entering Vietnam—ensuring full compliance, efficient processes, and strategic investment planning.
Evaluating sector-specific foreign ownership restrictions
Determining whether M&A Approval is required
Preparing and submitting approval applications
Legalizing Korean documents correctly
Drafting capital contribution agreements and share purchase contracts
Amending the Enterprise Registration Certificate
Advising on DICA bank procedures
Supporting post-investment compliance obligations
With a legal team experienced in international law firms and multinational business environments, DEDICA Law provides practical, actionable, business-focused solutions.
Strong expertise in foreign investment law
Deep understanding of industries popular with Korean investors
Efficient coordination with Korean companies and legal teams
Clear communication and predictable timelines
Strategic structuring to minimize risks and ensure compliance
DEDICA Law is committed to supporting Korean investors’ long-term success in Vietnam.
Contributing capital to a Vietnamese company is one of the most effective ways for Korean investors to enter Vietnam’s fast-growing economy. However, the process requires proper approvals, document legalization, structured capital transfer, and strict compliance with investment laws.
With the right legal guidance, Korean investors can confidently enter Vietnam and protect their commercial interests from the outset.
Are you a Korean investor planning to contribute capital to a Vietnamese company?
Contact DEDICA Law for expert legal support at every step of your investment journey.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
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