Foreign Investors Contributing Capital to Vietnamese Enterprises: Is an Investment Registration Certificate Required?
Introduction
Vietnam is increasingly becoming an attractive destination for foreign investors. However, understanding the legal regulations related to capital contributions in Vietnamese enterprises is essential to ensure compliance and maximize investment benefits.
When Is an Investment Registration Certificate Required?
According to Article 37 of the Law on Investment 2020, foreign investors must apply for an Investment Registration Certificate (IRC) in the following cases:
Establishing a new investment project in Vietnam.
Investing in an economic organization that already has foreign investment and falls under the provisions of Clause 1, Article 23 of the Law on Investment.
However, for investment in the form of capital contribution, share purchase, or purchase of capital contributions into a Vietnamese enterprise, foreign investors are not required to obtain an Investment Registration Certificate.
When Must Capital Contribution Be Registered?
Although an IRC is not required, foreign investors must still carry out capital contribution registration procedures in the following cases:
When the investment increases the foreign ownership ratio in an economic organization operating in a conditional business sector applicable to foreign investors.
When the contribution results in the foreign investor holding more than 50% of the charter capital of the economic organization.
When contributing capital to or purchasing shares in an economic organization that holds land use rights in areas sensitive to national defense and security, such as islands, border communes/wards/towns, or coastal areas.
What Documents Are Required for Capital Contribution Registration?
According to Clause 2, Article 66 of Decree 31/2021/NĐ-CP, a capital contribution registration dossier includes:
A written registration for capital contribution, share purchase, or purchase of capital contributions.
A copy of the investor’s legal documents (passport, certificate of incorporation, or equivalent).
A copy of the business registration certificate or equivalent document of the enterprise receiving the investment.
A copy of the agreement on capital contribution, share purchase, or purchase of capital contributions.
Documents proving land use rights (if applicable).
Conclusion
Understanding the legal framework for foreign capital contributions in Vietnamese enterprises is critical for lawful and efficient investment. Dedica Law Firm, with its team of experienced lawyers, is ready to support clients in consulting and carrying out all legal procedures related to foreign investment in Vietnam.
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