Transfer of Shares and Contributed Capital

Why does transferring shares and contributed capital require legal advice?

During operation, a business may need to change its ownership structure through the transfer of shares and capital contributions between shareholders/members. This is an important activity, affecting the management rights, profits, and obligations of the parties. If legal regulations are not followed, the transaction may be invalid, causing prolonged disputes.

Using transfer consulting services from lawyers helps businesses:

• Ensure legal transactions according to the Enterprise Law 2020 and related regulations.
• Optimize tax obligations, limit the risk of arrears or late payment penalties.
• Draft and review clear transfer contracts, protecting the rights of both parties.

Process of transferring shares and contributed capital in Vietnam

Step 1. Receive information & transfer request

At the first stage, DEDICA receives and identifies all information related to the transaction, including:

• Type of business (Limited company / Joint stock company / FDI enterprise);
• Subject of transfer (existing members, internal shareholders or new investors);
• Ratio and value of transferred capital/shares;
• Purpose and expected time to complete the transaction;
• Existing records and documents such as business registration certificate, company charter, shareholder book, capital contribution contract, etc.

DEDICA simultaneously communicates to clearly understand the customer's wishes and legal goals.

Step 2. Preliminary consultation & Legal service quote

After collecting information, DEDICA's team of corporate and investment lawyers will:

• Analyze applicable legal regulations;
• Assess legal risks;
• Recommend optimal treatment.

DEDICA then sends a detailed legal service quote, clearly stating the scope of work, expected time and transparent costs, helping customers easily choose the appropriate option.

Step 3. Prepare & Submit documents to the competent state agency

(a) Prepare documents

After the customer agrees to the service, DEDICA proceeds to:

• Drafting full legal documents;
• Instruct customers to prepare and sign valid documents, notarize/authenticate according to regulations (if necessary);
• Check the legality of the transaction, ensure documents are consistent and do not violate regulations on ownership ratio limits.

(b) Submit application & monitor progress

DEDICA represents customers to carry out:

• Submit documents to the competent state agency;
• Monitor, respond and explain to state agencies when required;
• Update progress regularly for customers throughout the processing process.

Step 4. Hand over results

After completing the procedure, DEDICA will hand over all original documents and electronic copies to the customer;

Common situations that require support

• Foreign investors buy shares in Vietnamese companies.
• Transfer of capital between members of a limited liability company.
• Transfer of preferred shares and common shares in joint stock companies.
• Split, merge, transfer part of capital contribution when restructuring the enterprise.

Benefits of choosing DEDICA

• Ensuring legal compliance: properly handling business and investment regulations.
• Comprehensive support: from strategic consulting, contract drafting to completing registration change procedures.
• Optimize costs and taxes: minimize legal tax obligations.
• Minimize the risk of disputes: strict and clear contract terms.