Procedures of making investment by contributing capital, purchasing shares or purchasing stakes

I.  Subject implementing the procedure

Foreign investors and economic organizations in which foreign investors contribute capital, purchase shares or purchase stakes in one of the following cases must implement the procedures for registration of capital contribution, purchase of shares, purchase stakes:

1.  The capital contribution or purchase of shares or stakes increases the ownership ratio by foreign investors in a business entity conducting business in the business lines allowed in market with conditions applied to foreign investors;

2.  The capital contribution or purchase of shares or stakes results in a foreign investor or business entity specified in Points a, b and c Clause 1 Article 23 Law on Investment 2020 holding over 50% of the charter capital of the business entity in the following cases: The holding of charter capital by the foreign investor is increased from less than or equal to 50% to over 50%; the holding of charter capital by the foreign investor is increased while such foreign investor is holding over 50% of the charter capital of the business entity;

3.  The foreign investor that contributes capital, purchases shares or stakes of a business entity has a certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another area that affects national defense and security.

Note: Investors and economic organizations that do not fall into the above cases shall implement procedures for changing shareholders and members in accordance with relevant laws.

II.  Records for the procedure

1.  An application form on registration of capital contribution, purchase of shares or stakes;

2.  Copies of legal documents of individuals and organizations contributing capital, purchasing shares or stakes and economic organizations with foreign investors contributing capital, purchasing shares or stakes;

3.  Written agreement on capital contribution, purchase of shares, purchase of stakes between foreign investors and economic organizations receiving capital contributions, purchase of shares, stakes or between foreign investors and shareholders or members of economic organizations;

4.  A copy of the Certificate of Land Use Rights of the economic organization in which the foreign investor contributes capital, purchases shares or stakes, in case such economic organization has a certificate of land use right in islands, communes, wards, border or coastal towns; other areas affecting national defense and security, except for investment projects in industrial parks, export processing zones, high-tech zones and economic zones established under the Government's regulations.

III.  Legal basis

1.  Law on Investment No. 61/2020/QH14 on 17 June 2020;

2.  Decree No. 31/2021/ND-CP on 26 March 2021 detailing and guiding the implementation of a number of articles of the Investment Law;

3.  Circular No. 03/2021/ND-CP on 09 April 2021 prescribing templates for documents and reports related to investment activities in Vietnam, outward investment activities and investment promotion activities.