How can Singaporean investors legally contribute capital to a Vietnamese enterprise? What procedures, approvals, and compliance steps are required under Vietnam’s latest investment regulations? This comprehensive guide—based on updated laws and practical licensing experience—explains every stage of the capital contribution process Singaporean investors must follow to ensure smooth, lawful entry into the Vietnamese market.
Singapore remains one of Vietnam’s most influential economic partners, consistently ranking among the top foreign investors across manufacturing, technology, real estate, logistics, and service sectors. Despite the strong bilateral relationship, Singaporean investors are still considered foreign investors under Vietnamese law and must comply with specific investment procedures when contributing capital.
Under the Law on Investment 2020, Law on Enterprises 2020, and relevant guiding decrees, any capital contribution by a Singaporean individual or entity is treated as a regulated foreign investment activity. Therefore, it may trigger approval requirements depending on the industry, ownership ratio, land-use issues, and the control level obtained through the transaction.
Vietnamese law recognizes several ways for Singaporean investors to acquire ownership in a Vietnamese enterprise:
Purchasing capital contributions in a limited liability company
Acquiring shares in a joint-stock company
Contributing charter capital to increase the company’s capital
Receiving transferred capital from existing members or shareholders
Regardless of method, Singaporean investors must follow foreign investor procedures when acquiring ownership.
Singaporean investors must apply for prior approval—commonly known as M&A Approval—in any of the following situations:
The target company operates in a conditional sector for foreign investors
Foreign ownership increases to more than 50%
The investment grants foreign investors majority control in a sensitive or regulated industry
The company holds land in restricted or strategic areas, such as border or coastal zones
The investment affects national defense, cybersecurity, or media activities
Conditional business sectors include education, logistics, advertising, travel services, telecommunications, e-commerce, and certain healthcare activities.
If the transaction does not fall into these categories, Singaporean investors may proceed directly without M&A Approval, although post-investment procedures must still be completed.
The process involves multiple legal, financial, and regulatory steps. Below is the complete workflow Singaporean investors must follow to ensure a legally valid capital contribution in Vietnam.
Before conducting any transaction, investors should determine:
Whether the target business sector limits foreign ownership
Whether additional permits (e.g., IRC, industry licenses) are required
Whether the investment will give Singaporean investors controlling rights
Whether the enterprise holds land in sensitive geographical locations
This initial review helps prevent future licensing delays or denials.
DEDICA Law commonly supports Singaporean investors in assessing these conditions before any binding agreement is signed.
If the transaction requires approval, the investor must submit an application to the Department of Planning and Investment (DPI) in the province where the Vietnamese company is registered.
The application dossier includes:
Passport of the Singaporean investor or certificate of incorporation for a Singapore entity
Legalized Singapore corporate documents (for corporate investors)
Financial proof showing investment capability
Capital transfer agreement or share purchase contract
Corporate charter and ERC of the Vietnamese enterprise
Explanation of compliance with industry-specific foreign ownership rules
Singapore documents must be:
Notarized in Singapore
Legalized via the Vietnamese Embassy or Consulate
Translated into Vietnamese
Notarized again in Vietnam
The DPI typically processes the request within 15–20 working days, depending on industry and documentation quality.
Once M&A Approval is issued (if required), the Vietnamese company must update its Enterprise Registration Certificate to legally record:
The Singaporean investor as a new member or shareholder
Updated ownership percentages
Adjusted charter capital (if applicable)
Revised charter and governance structure
Only after the ERC is amended does the Singaporean investor become legally recognized as an owner in Vietnam.
Foreign investors are required to transfer capital through a Direct Investment Capital Account, which must be opened at a licensed bank in Vietnam.
The DICA is the only legal channel for:
Receiving foreign capital
Distributing dividends or profits
Documenting capital increases or decreases
Ensuring compliance with Vietnam’s foreign exchange regulations
Singaporean investors cannot transfer investment funds directly into a Vietnamese company’s standard operating account.
Once the account is ready, Singaporean investors must transfer the exact capital amount:
From Singapore or another foreign bank
Within the timeline stated in the approval
In a recognized foreign currency or converted to VND
Vietnamese banks will verify:
Source of funds
Compliance with foreign exchange laws
Consistency between bank transfer records and licensing documents
Accuracy of the registered capital amount
Late or incorrect capital transfers may result in penalties, forced corrections, or delays in future licensing.
After the capital has been transferred, the Vietnamese company must:
Update internal registers of members or shareholders
Notify DPI of capital contribution completion
Reflect changes in tax and accounting records
Submit industry-specific reports if required
Review and adjust internal governance systems
Foreign ownership may trigger additional regulatory obligations depending on sector.
Although Singaporean investment flows into Vietnam are strong, several legal and practical issues frequently arise.
Some sectors—especially advertising, education, logistics, and trading—require compliance with:
WTO commitments
Vietnam’s negative list for foreign investment
Ownership limitations or mandatory joint ventures
Industry-specific certification
DEDICA Law assists investors in evaluating the safest structure to ensure compliance.
Foreign ownership is limited or highly scrutinized when the target company:
Holds land-use rights near border areas
Operates in coastal zones with strategic significance
Maintains property in areas with national defense sensitivity
These situations require additional review and may affect approval outcomes.
Singapore’s legalization process is relatively efficient, but common issues include:
Missing notarization on corporate documents
Outdated business profiles
Incorrect Vietnamese translations
Incomplete shareholder certificates
DEDICA Law ensures documents meet all Vietnamese legal requirements to avoid rejection.
Failure to follow proper investment procedures can cause:
Capital contribution being legally invalid
Administrative fines
Inability to distribute profits legally
Restrictions on ownership rights
Delays in future licensing
Tax complications
Compliance is therefore essential to protect the investor’s interests.
DEDICA Law offers full legal assistance from pre-investment planning to capital transfer and post-investment compliance.
Reviewing industry-specific foreign ownership conditions
Preparing and submitting M&A Approval applications
Legalizing Singapore documents
Drafting share purchase agreements and capital contribution contracts
Supporting ERC amendment procedures
Coordinating with banks on DICA requirements
Advising on regulatory compliance and corporate governance
Our lawyers have international expertise and deep experience supporting Singaporean private equity firms, tech startups, and multinational corporations investing in Vietnam.
Strong expertise in Vietnam–Singapore investment structures
Accurate interpretation of foreign ownership regulations
Efficient handling of cross-border documents
Strategic, practical, and cost-effective legal solutions
Clear communication and reliable timelines
DEDICA Law is committed to helping Singaporean investors enter Vietnam smoothly and legally.
Contributing capital to a Vietnamese enterprise is one of the most strategic ways for Singaporean investors to enter Vietnam’s dynamic market. However, the process requires careful compliance with approval procedures, document legalization, foreign exchange rules, and corporate governance updates.
With professional legal support, Singaporean investors can ensure their investment is legally protected and structured for long-term success.
Are you a Singaporean investor planning to contribute capital to a Vietnamese enterprise?
Contact DEDICA Law for expert legal guidance through every step of the process.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our experienced lawyers!
Select a platform to view details
