Tuan (name changed), an Australian citizen of Vietnamese origin, asked DEDICA:
"My father was a capital-contributing member of a limited liability company in Ho Chi Minh City. He recently passed away without leaving a will. I have settled in Australia and can only return to Vietnam once or twice a year for short visits. The remaining members of the company say my father's capital contribution is 'an internal company matter,' and they will neither register it in my name nor pay me anything; meanwhile, an uncle of mine in Vietnam claims he has already 'reached a settlement' with the company. If I want to sue to claim my share, where do I begin, whom do I sue, and which court do I file with? I hope DEDICA's lawyers can help answer my questions."
DEDICA ADVISES Tuan's worries are typical of an heir living abroad: he is unsure what rights he has over the capital contribution his father left, he is being blocked by those who control the company, and he cannot regularly return to Vietnam to pursue the matter. The answer lies in five distinct issues: (1) whether a foreigner may inherit a capital contribution and what they become once they do; (2) when a lawsuit becomes necessary instead of a simple estate declaration, and whom to sue; (3) which Vietnamese court has jurisdiction when the claimant is abroad; (4) how to prepare documents, evidence, and a power of attorney while not present in Vietnam; and (5) how much time remains to sue and the sequence of steps leading to actually receiving the capital. DEDICA analyzes each in turn.
A foreign heir's right to inherit a capital contribution and their resulting status
The first thing to dispel is the very line the people holding the company told Tuan: that the capital contribution is "an internal matter" and that someone holding foreign nationality has no share. Vietnamese law says no such thing. The right to inherit attaches to a person's individual status and is not lost because of nationality.
The capital contribution the father left behind is part of the estate, and from the moment of his death the heir already held rights over that portion of property. The remaining question is what the heir becomes after inheriting. The Law on Enterprises answers this directly for each type of company. For a multi-member limited liability company, which is exactly Tuan's situation:
A similar mechanism applies to other company types: in a joint-stock company, the heir of a deceased shareholder becomes a shareholder of the company (Clause 3, Article 127); in a single-member limited liability company owned by an individual, the heir becomes the owner or a member and the company must register the change within the statutory time limit (Article 78). In other words, as a matter of law, Tuan does not have to "ask" to be admitted to the company; he automatically inherits his father's membership status, even while holding Australian nationality.
This is also an important difference from inheriting real estate. A capital contribution and shares are movable property, so a foreigner is not restricted as to the form of ownership the way they are when receiving a house or land. In practice, to be formally recorded as a member, a foreign investor must still complete registration procedures under the law on investment; and if they do not wish to take part in management, the heir has the right not to become a member and to require the company to buy back or transfer the capital so as to receive its value (Clause 4, Article 53). That choice belongs to the heir, not to the others remaining in the company.
When a dispute over an inherited capital contribution must go to court
Not every case requires a lawsuit. The usual path is for the heirs to jointly declare the estate at a notarial organization, then ask the company to enter the heir's name in the member register. Litigation only arises when that path of agreement is blocked, and Tuan's situation shows every sign of it.
One co-heir, the uncle, claims he has already "reached a settlement" with the company over the capital, that is, he is denying or shrinking Tuan's share; meanwhile the company refuses to recognize him and will not pay. When the right to inherit is contested in this way, this is no longer an administrative procedure but a civil case within the court's jurisdiction.
Correctly identifying "whom to sue" decides half the battle. In a suit to claim an inherited capital contribution, the defendants are usually the co-heirs who are denying or who have already disposed of another person's share, here the uncle and anyone who has received the capital from the company. The company and the remaining members usually take part as persons with related rights and obligations, because they hold the records and are where the capital is registered. The relief sought must also be clear: recognition of Tuan as a lawful heir, division of the capital contribution to him, and annulment of any transactions that disposed of that capital if they were carried out unlawfully. If those in Vietnam had earlier declared the estate while leaving him out, the claim becomes one for re-division of the estate due to an estate declaration that omitted an heir.
Jurisdiction of the Vietnamese courts when the claimant is abroad
Because Tuan holds foreign nationality and has settled in Australia, the case is one with a foreign element. The first question is whether the Vietnamese courts have jurisdiction. With the capital contribution sitting inside a company based in Ho Chi Minh City, the answer is almost always yes.
A capital contribution is property tied to a Vietnamese enterprise, so wherever the claimant or the defendant may be, the dispute is still drawn back to the Vietnamese courts. This does not fall within exclusive jurisdiction the way a real-estate dispute does (Article 470), but that does not weaken Tuan's position: the Vietnamese court remains the place with sufficient legal basis and practical conditions to resolve it, because the company, the records, and the capital are all in the country.
Next is which specific court. This is where many online guides are out of date. From 1 July 2025, the court system was reorganized: district-level people's courts were abolished and regional people's courts were established, and first-instance jurisdiction over civil disputes, including cases with a party abroad, moved to the regional level instead of the provincial court as before.
Because disputes over inheritance of property fall under Article 26, they are within the first-instance jurisdiction of the regional people's court. As to locality, the place to file is ordinarily the court where the defendant resides or where the company is headquartered (point a, Clause 1, Article 39). If Tuan reads an old article saying that a case with a foreign element must be filed with the provincial court, that information is no longer correct, and filing in the wrong place only sends the file back and forth.
Preparing documents, evidence, and a power of attorney while abroad
Heirs far away often think the hardest part is the trial, but in practice a case usually stalls at the paperwork stage. There are two groups of documents to prepare. The group proving the inheritance relationship includes the birth certificate, the father's death certificate, and Tuan's passport and personal papers, plus a will if any. The group proving the subject of the dispute includes the capital-contribution certificate, the member register, the charter, and the company's enterprise registration certificate, that is, the items proving the father truly owned the capital and in what proportion.
The key point with documents from abroad is their usable value before the court. Papers issued by foreign authorities are not automatically accepted by the Vietnamese courts; they must first undergo consular legalization and notarized translation.
Consular legalization, put simply, is the act by which a competent Vietnamese authority certifies the seal, signature, and title on a foreign document so that the document is recognized and usable in Vietnam (Clause 2, Article 2, Decree 111/2011/ND-CP). This is the step many people skip or do incompletely, leading to a file being submitted and then returned.
As for pursuing the case, Tuan is not required to fly back and attend court himself. The law allows a litigant to authorize a representative to take part in the proceedings, except in divorce cases (Clause 4, Article 85, Civil Procedure Code). A valid power of attorney, executed and consularly legalized from Australia, allows a lawyer in Vietnam to file on his behalf, submit evidence, and take part in conciliation and the hearing. In this way, a person half a world away from Vietnam can still follow the case without abandoning their work and life.
The limitation period for suing and the sequence of steps to receiving the capital contribution
For those far away, the quietest trap is the limitation period. Many people think a parent's property can be claimed whenever they return, but the law sets a clear time limit. A capital contribution and shares are movable property, so the limitation period for requesting division of the estate is much shorter than for real estate.
As to sequence, a suit to claim an inherited capital contribution goes through these basic steps:
- Declare the estate at a notarial organization if the co-heirs still cooperate; turn to litigation only when the declaration is blocked or disputed.
- File the lawsuit with supporting evidence at the competent regional people's court and pay the advance court fee; for a dispute with a monetary value, the court fee is calculated on the value of the disputed capital contribution.
- The court accepts the case and conducts conciliation; if conciliation fails, the case proceeds to a first-instance hearing, then to appeal if an appeal is lodged.
- Once the judgment takes effect, request enforcement to actually obtain the result: being recorded as a member or receiving the value of the capital contribution in money.
One risk to guard against from the outset is the capital being disposed of while the case is still pending, for example by being transferred to someone else. Where there are grounds showing this risk, the claimant may ask the court to apply provisional emergency measures to preserve the status quo of the capital until the case is resolved. And once the value of the capital has been received, an heir abroad has one further step: remitting that money out of the country in accordance with foreign-exchange management regulations, a task that should be planned in advance so that the fruits of winning the case truly reach their hands.
Conclusion
In short, Tuan, although holding Australian nationality and living far away, still automatically inherits his father's capital contribution in the limited liability company in Vietnam, and "an internal company matter" is no reason to push him aside. When that right is contested, this is a dispute over inheritance of property within the jurisdiction of the Vietnamese courts, tried at first instance by the regional people's court where the company is headquartered. The steps, in order: (1) check the limitation period immediately, because for a capital contribution only 10 years remain from the date of the father's death; (2) gather and consularly legalize all personal documents and records on the capital; (3) identify the right defendants, that is, those denying or who have disposed of his share; (4) authorize a lawyer in Vietnam to sue and follow the case without flying back repeatedly; and (5) plan in advance how to receive the value of the capital and remit it abroad. The three things most likely to ruin the outcome are letting the limitation period expire, submitting missing or incorrect legalized documents, and suing the wrong people.
Before filing, DEDICA can check the remaining limitation period for your case, review the capital-contribution file, and guide the consular legalization of documents from abroad, identifying the correct regional court with jurisdiction and the correct persons to sue. On the basis of a power of attorney, DEDICA's lawyers represent you in proceedings in Vietnam, accompany you through enforcement, and remit the value of the capital back to your country. Contact DEDICA to have your specific case reviewed and to learn at once whether your limitation period is still open, whom to sue, and where to begin.
This article is for reference based on the law in force at the time of writing. Each case has its own facts; please consult a DEDICA lawyer for advice precise to your situation.
