Article 25. Forms and conditions of capital contribution, purchase of shares and capital contributions in business organizations

1. Foreign investors may contribute capital to economic organizations in the following forms:

a) Purchase of first-time shares or additionally issued shares of a joint-stock company;

b) Contributing capital to limited liability companies and partnerships;

c) Contributing capital to other economic organizations not falling into the cases prescribed at Points a and b of this Clause.

2. Foreign investors may purchase shares or capital contributions of business organizations in the following forms:

a) Purchase of shares of joint-stock companies from the companies or shareholders;

b) Purchase of capital contributions by members of the limited liability company to become a member of the limited liability company;

c) Purchase of capital contributions of partners in a partnership to become a limited partner of the partnership;

d) Purchasing capital contributions of members of other economic organizations not falling into the cases prescribed at Points a, b and c of this Clause.

3. The capital contribution, purchase of shares or stakes of foreign investors in the forms prescribed in Clauses 1 and 2 of this Article must meet the conditions specified at Points a and b, Clause 1, Article 22 of this Law.

Article 26. Procedures for investment in the form of capital contribution, share purchase and capital contribution

1. An investor shall carry out the procedures for registration of capital contribution, purchase of shares or capital contributions in an economic organization in the following cases:

a) Foreign investors contributing capital, buying shares, or buying capital contributions of business organizations operating in conditional business and investment sectors shall apply to foreign investors;

b) Capital contribution, purchase of shares or stakes of capital contribution to foreign investors or economic organizations prescribed in Clause 1 Article 23 of this Law holds 51% or more of charter capital of economic organizations.

2. Dossiers of registration of capital contribution, share purchase and capital contribution:

a) A written registration of capital contribution, purchase of shares or contributed capital portions, comprising the following contents: information about economic organizations that the foreign investor intends to contribute capital, buy shares, or contribute capital; ratio of ownership of charter capital of foreign investors after contributing capital, buying shares, or buying capital contributions of business organizations;

b) Copies of identity card, identity card or passport for individual investors; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors.

3. Procedures for registering capital contribution, share purchase and capital contribution:

a) The investor submits the dossier specified in Clause 2 of this Article to the Department of Planning and Investment where the economic organization is headquartered;

b) If the foreign investor’s capital contribution, purchase of shares or stakes meet the conditions specified at Points a and b, Clause 1, Article 22 of this Law, the Department of Planning and Investment shall notify by a document within 15 days from the date of receipt of a complete file for the investor to carry out procedures for changing shareholders or members in accordance with law. In case of failure to meet the conditions, the Department of Planning and Investment shall notify the investor in writing, clearly stating the reason.

4. Investors who do not fall into the case prescribed in Clause 1 of this Article shall carry out procedures for changing shareholders or members according to law provisions when contributing capital, buying shares or buying capital contributions of business organizations. Where there is a need to register the capital contribution, purchase of shares or stakes of an economic organization, the investor shall comply with the provisions of clause 3 of this Article.

Based on the above provisions, foreign investors, when contributing capital, contributing capital, buying shares or contributed capital portions of Vietnamese companies, must meet the following conditions:

1. For foreign investors contributing capital, buying capital contributions to purchase shares of less than 51% in Vietnamese enterprises, investing in unconditional business lines.

Enterprises only need to carry out the procedures for changing the business registration certificate, including the following steps:

Step 1: Submit application for change of business registration at the Business Registration Office of the province / city

Step 2: Within 03 working days, the business registration authority shall issue a new enterprise registration certificate to the enterprise / notify the amendment and supplement of the application file.

2. In case the foreign investor contributes capital, buy shares of business investment in conditional business lines or where the foreign investor contributes capital, buy shares, buy capital contribution of a business organization to foreign investors holding more than 51% of charter capital

Investors must carry out the procedures for registering contributed capital, buying capital contributions or buying shares in Vietnamese enterprises at investment registration agencies. The procedure consists of the following steps:

Step 1: Submit application for capital contribution, share purchase and capital contribution to an economic organization at the investment registration agency.

Step 2: Submit application for changing Business Registration Certificate.

3. If a foreign investor contributes capital, purchases shares or contributes capital in accordance with the law on securities, the provisions of the Law on Securities (Clause 2, Article 4 of the Investment Law)

4. In cases where foreign investors contribute capital, purchase shares or contribute capital to credit institutions, insurance and oil and gas business, the order of procedures shall comply with the provisions of the Law on Credit Institutions and the Law. insurance business and Petroleum Law.