How can Chinese investors legally contribute capital to a Vietnamese company? What procedures, approvals, and compliance steps are required under Vietnam’s latest investment laws? This comprehensive guide explains all necessary steps, conditions, and regulatory considerations Chinese investors must follow before investing in Vietnam—based on updated legal provisions and practical licensing experience.
Vietnam remains one of the most attractive investment destinations for Chinese investors thanks to its strategic location, competitive labor costs, and rapidly expanding consumer market. However, investing in Vietnam—especially through capital contribution—requires compliance with both the Law on Investment 2020, Law on Enterprises 2020, and their guiding regulations updated to 2025.
Capital contribution by Chinese investors is treated as a foreign investment activity and therefore subject to government approval. Unlike domestic investors, Chinese investors must carefully follow the two-step licensing process to ensure their investment is legally recognized.
Under Vietnamese law, Chinese investors contributing capital into a Vietnamese company may take one of three forms:
Purchasing capital contributions in a limited liability company
Purchasing shares in a joint-stock company
Contributing additional capital to increase the company’s charter capital
Any of these actions will classify the investor as a foreign investor, requiring prior approval depending on the sector and ownership ratio.
Approval is required when:
The target company operates in a conditional business line for foreign investors
The capital contribution results in foreign ownership exceeding 50%
The company operates in areas affecting national security
Land-use rights in sensitive geographical areas are involved
For industries with foreign ownership restrictions—such as advertising, real estate, logistics, or e-commerce—additional review applies.
Chinese investors must therefore understand whether their investment triggers approval requirements before initiating any transaction.
Even though capital contribution is simpler than establishing a wholly foreign-owned company, it still requires careful document preparation, notarization, legalization, and compliance checks.
Before proceeding, Chinese investors must determine whether the target company operates in:
A prohibited sector
A conditional sector requiring special approval
An unrestricted sector
Certain sectors—such as advertising, tourism, media, logistics, and education—are open but subject to conditions for foreign investors.
If the sector has foreign ownership caps, Chinese investors must structure capital contribution accordingly.
If approval is required, the investor must submit an application to the Department of Planning and Investment (DPI) where the company is located.
Required documents typically include:
Investor’s passport (for individuals)
Business license, certificate of incorporation, and legal representative documents (for organizations)
Audited financial statements or proof of financial capacity
Capital contribution agreement
Information about the Vietnamese company
An explanation of compliance with foreign ownership conditions
All Chinese documents must be:
Notarized
Legalized by Chinese authorities
Consular legalized by the Vietnamese Embassy/Consulate in China
Translated into Vietnamese and notarized in Vietnam
Processing time usually ranges from 15 to 20 working days, depending on the industry and level of scrutiny.
Once approval is obtained, the Vietnamese company must update its Enterprise Registration Certificate (ERC) to reflect:
New ownership structure
Updated charter capital
New members/shareholders
Updated charter if required
Until this step is completed, the capital contribution is not legally recognized in Vietnam.
All foreign capital transactions must be conducted through a Direct Investment Capital Account opened at a licensed Vietnamese bank.
This account is mandatory for:
Receiving foreign capital
Transferring dividends or profits
Recording capital increases or decreases
Transferring capital to another owner
Chinese investors cannot transfer capital directly to a company’s regular bank account.
Once the DICA is opened, the Chinese investor transfers capital using a legally accepted method:
Foreign currency remittance
VND conversion inside Vietnam
Transfer from another foreign-invested entity (if applicable)
The Vietnamese bank will verify:
Source of funds
Compliance with foreign exchange regulations
Matching documentation between the investor and the company
Capital transfer must match:
Amount stated in the capital contribution approval
Timing stated in the approval
Information in the company’s charter
Late contribution or incorrect transfer methods can lead to penalties.
After capital transfer, the company must:
Record the capital contribution in the Members’ Register or Shareholders’ Register
Report capital contribution completion to DPI
Adjust tax and accounting records
Update internal governance documents as required
If an investor becomes a majority shareholder, additional compliance obligations may apply.
Investing in Vietnam is increasingly common among Chinese companies, but certain issues frequently arise and must be addressed early to avoid delays.
Vietnam restricts foreign ownership—especially from neighboring countries—in areas involving:
Border regions
Coastal or strategic defense zones
Regions with national security sensitivity
If the Vietnamese company owns or leases land in such areas, approval may be denied or require additional review.
Chinese investors frequently invest in:
Advertising
E-commerce
Trading and distribution
Entertainment and media
Logistics and warehousing
Many of these sectors require compliance with WTO commitments or foreign ownership caps. Professional legal review is essential before signing any agreement.
China’s document legalization procedures are stricter than many countries. The most common delays occur because:
Documents are not properly legalized
Business licenses are outdated
Names in Chinese do not match English transliterations
Translations into Vietnamese contain errors
DEDICA Law regularly assists Chinese investors in complying with Vietnam’s strict document standards.
Failing to obtain required approval before contributing capital can lead to:
Administrative penalties
Forced divestment
Annulment of capital contribution
Inability to repatriate profits legally
Tax complications
Delays in obtaining future licenses
A proper step-by-step process ensures legal safety and smooth business operations.
DEDICA Law provides comprehensive legal support throughout the entire investment process.
Advising on whether approval is required
Reviewing ownership restrictions under WTO commitments and local laws
Preparing and submitting capital contribution applications
Legalizing Chinese documents and ensuring translation accuracy
Drafting contracts and shareholder agreements
Assisting with ERC amendment
Guiding investors through bank compliance and DICA procedures
Advising on post-investment obligations and governance
DEDICA’s lawyers have extensive experience working with Chinese groups, multinational corporations, and international law firms, allowing us to offer practical, efficient, business-focused solutions.
Deep understanding of cross-border investment regulations
Strong experience handling Chinese documentation and legalization
Business-oriented, not just compliance-oriented consulting
Cost-effective and time-efficient processes
Clear communication in English and support coordination with Chinese teams
DEDICA Law ensures Chinese investors avoid unnecessary risks and enter Vietnam with confidence.
Contributing capital into a Vietnamese company is a promising way for Chinese investors to enter Vietnam’s thriving market. However, foreign investors must carefully navigate approval requirements, document legalization, capital transfer rules, and post-investment compliance obligations.
A well-prepared approach ensures smooth licensing, legal certainty, and sustainable long-term investment.
Are you a Chinese investor planning to contribute capital to a Vietnamese company?
Contact DEDICA Law for expert legal support and tailored investment solutions.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
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