Inheriting shares in a company in Vietnam when the heir lives abroad is not as simple as receiving a sum of money: a stake worth billions of dong can sit "frozen" for years simply because of one misstep over an ownership ratio or a single document that has not been consularly legalized. Where the estate consists of shares or capital contributions, even a small error in the file is enough to keep your name from being entered in the company's register of shareholders.
Your father or mother has left shares in a company in Vietnam, while you have settled abroad and hold another nationality. Do you automatically become a shareholder? Will your inheritance be governed by Vietnamese law or by the law of the country where you live? And if the company operates in a sector restricted to foreign investors, will the shares you are entitled to be capped? These are the obstacles that cause many heirs abroad to wait months, even years, to receive their share. The article below analyzes the current legal framework, the procedure to follow, and the practical risks to avoid so that you can keep your stake.
Can foreigners and overseas Vietnamese inherit shares in Vietnam, and under which country's law
The most common misconception is that "holding a foreign nationality means you cannot inherit assets in Vietnam." This is not correct. The right to inherit is not lost because of nationality. Shares in a joint-stock company and capital contributions in a limited liability company are property rights that the law classifies as movable property, and they are therefore not subject to the ownership restrictions applied to real estate. In other words, a child holding a foreign passport can fully be a lawful heir to the shares left by a parent.
The crux is not "whether you are entitled," but "which country's law determines the inheritance." This is precisely what sets a cross-border share-inheritance matter apart from a purely domestic one.
What does this mean for you? For shares and capital contributions (movable property), the law applied to determine who the heirs are and how the estate is divided is the law of the nationality of the deceased, not the nationality of the heir. If the decedent was a Vietnamese citizen, Vietnamese law governs the entire inheritance, even when all of the children live abroad. If the decedent held a foreign nationality but owned shares in a Vietnamese company, the law of their country determines the classes of heirs, while the exercise of that right in Vietnam (registration and transfer of title to the shares) still follows the procedure under Vietnamese law. Note that this rule applies only to movable property; immovable property, by contrast, follows the law of the country where the property is located, so do not treat shares the way you would treat a house.
When you inherit, do you become a shareholder or a company member
A point that surprises many people: with shares and capital contributions, the heir does not merely receive a "cash value" but steps directly into the position of an owner in the company. Enterprise law provides that this happens automatically, without the consent of the remaining shareholders or members.
For a joint-stock company:
The heir formally becomes a shareholder from the moment their information is fully recorded in the register of shareholders, and the company is obliged to update this register at the request of the relevant shareholder. Working with the company itself to be recorded is therefore a mandatory step that cannot be skipped.
For a limited liability company with two or more members, the principle is similar, but the legal status is that of a "member" rather than a "shareholder":
If the heir does not wish to take part in management or bear the responsibilities of a member, the law allows that capital contribution to be redeemed by the company or transferred for its value. This is the option many heirs living far away choose: rather than holding the status of a member in a company they do not manage, they take the value of the contribution and remit it home. Whether you are a shareholder of a joint-stock company or a member of a limited liability company will determine the procedure, the documents, and even the valuation method that follows, so correctly identifying the type of company at the outset is the first thing to do.
The cross-border factor: market access conditions and the ownership cap
This is the part most articles overlook, yet it is where matters most often get stuck. When the heir is a foreign investor, becoming a shareholder or member changes the foreign ownership ratio in the company, and that triggers the investment law framework alongside the laws on inheritance and enterprises.
The Law on Investment 2025 (effective from 1 March 2026) sets out market access conditions for foreign investors. In principle, foreign investors are treated the same as domestic investors, except in the lines of business on the List of sectors with restricted market access, where there may be limits on the ratio of charter-capital ownership, the form of investment, and its scope.
This leads to two practical consequences a foreign heir should anticipate. First, if the company operates in a line of business with a cap on the foreign ownership ratio, the inherited shares may push total foreign ownership above the permitted cap; the excess must then be dealt with, for instance by transferring it to a domestic investor. Second, in certain cases (such as where the change increases the foreign ownership ratio in a sector with conditional market access, or results in foreign investors holding more than 50% of charter capital), the law requires the registration procedure with the investment registration authority to be completed before the company changes its shareholders or members.
Procedure for declaration, valuation, tax payment, and transfer of title to the shares
Once the type of company and the foreign ownership conditions have been determined, the procedure follows the steps below. The order matters: doing it out of sequence often forces you to start over.
- Consular legalization and notarized translation of documents issued abroad. Death certificates, documents proving family relationships (birth and marriage certificates), and the heir's passport, if issued by a foreign authority, must all undergo consular legalization and notarized translation into Vietnamese before being used in Vietnam.
- Notarization of the document on division of the estate and public posting. The heir under a will or under law requests a notarial practice organization to draw up the document on division of the estate (this applies even where there is only one heir). The notary office posts public notice of acceptance for 15 days; if the decedent's last place of permanent residence was abroad, the posting is carried out through the Department of Justice (Sở Tư pháp).
- Valuation of the shares and payment of personal income tax. Income from inheriting shares or capital contributions is subject to personal income tax at 10% on the portion of value exceeding VND 10 million per receipt. The valuation method depends on the type of shares.
- Registration of the change of shareholder or member and foreign-investor procedures. The company updates the register of shareholders or members and registers changes to the enterprise registration content where required; if the foreign heir falls within the category subject to registration under the investment law, this registration step must be completed first.
- Repatriating the value abroad (if desired). The heir may keep the shares to receive dividends, or transfer them to convert the stake to cash and then lawfully remit it abroad through an investment capital account in accordance with the foreign exchange management regulations of the State Bank of Vietnam.
As to valuation for tax purposes specifically, the law draws a clear distinction between listed and unlisted shares:
For shares traded on the Stock Exchange, the value is based on the reference price at the time of registration of ownership. For unlisted shares and capital contributions, the value is determined by the company's accounting book value at the time closest to, and before, the registration of ownership; this is why you need the company to provide its financial statements, and it is also a point where disputes over the figures frequently arise.
Legal risks and common mistakes in practice
Cross-border share-inheritance matters usually do not get stuck at the question of "whether you are entitled," but at the procedural details below, each of which can add many months to the process.
Being "omitted" by co-heirs in Vietnam. Because the heir is far away and not following closely, some co-heirs in Vietnam declare the estate themselves and omit the person abroad, and may even transfer the shares before that person can speak up. The estate must then be re-divided, and time is critical:
Shares and capital contributions are movable property, so the limitation period to request division of the estate is only 10 years. An heir abroad who hesitates, waiting to "sort it out on the next trip to Vietnam," can easily miss the deadline and lose the right to request division.
Exceeding the foreign ownership cap. As analyzed above, if the company operates in a restricted sector, the inherited shares may push total foreign ownership beyond the permitted level; the excess sits frozen until it is transferred or restructured. Skipping the review of the lines of business at the outset forces many files to be redone.
Forgetting the foreign-investor registration procedure. Where registration is required but not carried out, the company cannot validly update the register of shareholders or its enterprise registration, and the transfer of title to the shares is held up even though the document on division of the estate has already been notarized.
Co-heirs failing to agree. The document on division of the estate requires consensus; if even one co-heir does not cooperate, or a complaint arises during the posting period, the notary will suspend the process to resolve it, and the file stalls.
Foreign documents not consularly legalized. This is a basic but very common error: civil-status documents issued abroad that have not undergone consular legalization or notarized translation will be rejected by the notary office and the registration authority, forcing the heir to redo them from abroad, costing both time and the expense of sending documents back and forth.
DEDICA's role in handling cross-border share inheritance
For an heir living abroad, it is almost impossible to fly back to Vietnam repeatedly to pursue each stage. DEDICA Law Firm reviews, from the outset, the type of company, its lines of business, and the foreign ownership ratio to determine whether the shares can be received in full or must be restructured; guides the standardization and consular legalization of the entire file from abroad; and then, under a power of attorney, works with the notarial practice organization, the company itself, the investment registration authority, the business registration authority, and the tax authority to complete the entry of your name in the register of shareholders.
Where there are signs of omission or of shares being transferred without transparency, DEDICA represents you in negotiations among co-heirs and in litigation before the court when a lawsuit to re-divide the estate becomes necessary. Finally, if you wish to convert the stake into cash, we advise on transferring the shares and lawfully remitting the value abroad, so that the fruits of the inheritance actually reach your account, even when you are not present in Vietnam.
Conclusion
To inherit shares or capital contributions in a company in Vietnam while you are abroad, the procedure involves five steps: (1) determine the governing law: for shares, as movable property, inheritance follows the law of the country of which the decedent held nationality before death; (2) obtain consular legalization and notarized translation of all documents issued abroad; (3) notarize the document on division of the estate and complete the 15-day public posting; (4) value the shares and pay personal income tax at 10% on the portion exceeding VND 10 million; (5) register the change of shareholder or member (together with foreign-investor procedures where applicable) before deciding whether to keep the shares or transfer them to bring the value home. The three mistakes that most often prolong a matter are: overlooking the ownership cap and restricted sectors for foreign investors, missing the 10-year limitation period for movable property, and submitting documents that have not been consularly legalized. If you cannot return to Vietnam, granting a power of attorney to a lawyer from the very stage of reviewing the company and the file will help you avoid having to start over.
Every cross-border share-inheritance matter differs in the nationality of the deceased, the type of company, and the lines of business. DEDICA Law Firm accompanies you from reviewing the company, legalizing the file, declaring the estate, and transferring title to the shares, through to the point where the value of the stake reaches your account abroad, even when you cannot be present in Vietnam. Contact DEDICA for advice from a lawyer on your specific situation.
This article is for reference only, based on the law in effect at the time of writing. Each case has its own particulars as to nationality, will, type of company, and lines of business; please consult a DEDICA lawyer for precise advice on your situation.
