a) Implementation sequence: – Step 1: Economic organizations with foreign investors invest capital, buy shares, buy capital contributions belonging to [...]
a) Procedure:
– Step 1: Economic organizations with foreign investors investing capital, purchasing shares, purchasing capital contributions in the cases specified in Clause 2, Article 26 of the Investment Law submit 01 set of registration documents for capital contribution, stock purchase, and capital contribution purchases to the Department of Finance where the economic organization is headquartered.
– Step 2: The Department of Finance considers meeting the conditions for capital contribution, share purchase, and capital contribution purchase specified in Clause 2, Article 24 of the Investment Law, Clause 4, Article 65 of Decree No. 31/2021/ND-CP and notifies investors, except for the case specified in Clause 4, Article 66 of Decree No. 31/2021/ND-CP. The written notice is sent to foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
* In case an economic organization has a foreign investor contributing capital, purchasing shares, purchasing capital contributions with a Certificate of land use rights in islands, communes, wards, border towns and coastal communes, wards, towns; For other areas that affect national defense and security, the Department of Finance shall carry out the following additional procedures:
– Step 3: The Department of Finance collects opinions from the Ministry of National Defense and the Ministry of Public Security on meeting the conditions specified in Point b, Clause 4, Article 65 of Decree No. 31/2021/ND-CP;
– Step 4: The Ministry of National Defense and the Ministry of Public Security have opinions on meeting the conditions to ensure national defense and security for economic organizations with foreign investors contributing capital, buying shares, purchasing capital contributions; Past the required time limit, if there is no opinion, it is considered to have agreed to meet the conditions to ensure national defense and security for economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions;
– Step 5: The Department of Finance considers meeting the conditions for capital contribution, stock purchase, and capital contribution purchase according to the provisions of Clause 2, Article 24 of the Investment Law, Clause 4, Article 65 of Decree No. 31/2021/ND-CP and based on the opinions of the Ministry of National Defense and the Ministry of Public Security to notify investors. The written notice is sent to foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
b) How to do it:
– Directly at the administrative agency headquarters.
– Through the public postal service.
c) Profile components:
– The document registering capital contribution, share purchase, or capital contribution purchase includes the following contents: information about the business registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or purchase capital contribution; business lines and occupations; list of owners, members, founding shareholders, list of owners, members, shareholders who are foreign investors (if any); Charter capital ownership ratio of foreign investors before and after capital contribution, share purchase, and capital contribution to economic organizations; expected transaction value of capital contribution, share purchase, and capital contribution contracts; information about investment projects of economic organizations (if any);
– Copies of legal documents of individuals, organizations contributing capital, purchasing shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions;
– Document of principle agreement on capital contribution, share purchase, purchase of capital contribution between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions or between foreign investors and shareholders or members of that economic organization;
– Copy of Land Use Rights Certificate of the economic organization with foreign investors contributing capital, purchasing shares, purchasing capital contributions (for the case specified in Point b, Clause 4, Article 65 of Decree No. 31/2021/ND-CP.
d) Number of documents: 01 set of documents.
đ) Resolution deadline:
– Within 15 days from the date of receipt of valid documents as prescribed in Clause 2, Article 66 of Decree No. 31/2021/ND-CP, the Department of Finance will consider meeting the conditions for capital contribution, share purchase, and capital contribution purchase as prescribed in Clause 2, Article 24 of the Investment Law, Clause 4, Article 65 of Decree No. 31/2021/ND-CP and notify investors, except for the cases specified in Clause 4, Article 66 of Decree No. 31/2021/ND-CP. The written notice is sent to foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
– In case an economic organization has a foreign investor contributing capital, purchasing shares, purchasing capital contributions with a Certificate of land use rights in islands, communes, wards, border towns and coastal communes, wards, towns; Other areas that affect national defense and security, the time limit for resolution is as follows:
+ Within 03 working days from the date of receipt of valid documents, the Department of Finance consults with the Ministry of National Defense and the Ministry of Public Security on meeting the conditions specified in Point b, Clause 4, Article 65 of Decree No. 31/2021/ND-CP;
+ Within 07 working days from the date of receiving the written request from the Department of Finance, the Ministry of National Defense and the Ministry of Public Security have opinions on meeting the conditions to ensure national defense and security for economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions; Past the required time limit, if there is no opinion, it is considered to have agreed to meet the conditions to ensure national defense and security for economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions;
– Within 15 days from the date of receiving valid documents, the Department of Finance considers meeting the conditions for capital contribution, share purchase, and capital contribution purchase according to the provisions of Clause 2, Article 24 of the Investment Law, Clause 4, Article 65 of Decree No. 31/2021/ND-CP and based on the opinions of the Ministry of National Defense and the Ministry of Public Security to notify investors. The written notice is sent to foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
e) Implementing agency:
The Department of Finance receives notification documents for foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
g) Subjects carrying out administrative procedures:
– Economic organizations with foreign investors, economic organizations specified in Points a, b and c, Clause 1, Article 23 of the Law on Investment, capital contribution, share purchase, capital contribution purchase.
– Foreign investors, economic organizations specified in Points a, b and c, Clause 1, Article 23 of the Law on Capital Contribution Investment, purchase of shares, purchase of capital contributions in economic organizations.
h) Results of implementing administrative procedures:
Notification on meeting the conditions for capital contribution, share purchase, and repurchase of capital contributions by foreign investors according to Form A.II.20 issued with Circular No. 03/2021/TT-BKHDT.
i) Fees: None.
k) Name of application form, declaration form:
Document for registration of capital contribution/share purchase/purchase of capital contribution by foreign investors according to Template A.I.7 attached to Circular No. 25/2023/TT-BKHDT dated December 31, 2023 of the Ministry of Planning and Investment.
l) Requirements and conditions for performing the procedure:
– Contributing capital, purchasing shares, purchasing capital contributions increases the ownership ratio of foreign investors in economic organizations doing business in industries and professions with conditional market access for foreign investors;
– Capital contribution, share purchase, purchase of contributed capital leads to foreign investors and economic organizations specified in Points a, b and c, Clause 1, Article 23 of the Investment Law holding more than 50% of the charter capital of the economic organization in the following cases: increasing the charter capital ownership ratio of foreign investors from less than or equal to 50% to more than 50%; increase the charter capital ownership ratio of foreign investors when foreign investors already own more than 50% of the charter capital in economic organizations;
– Foreign investors contribute capital, buy shares, buy capital contributions from economic organizations that have land use rights certificates on islands and border communes, wards and towns; coastal communes, wards and towns; Other areas that affect national defense and security, except economic organizations implementing investment projects in industrial parks, export processing zones, high-tech zones, and economic zones established according to Government regulations.
m) Legal basis of administrative procedures:
– Investment Law No. 61/2020/QH14 dated June 17, 2020;
– Decree No. 31/2021/ND-CP dated March 26, 2021;
– Circular No. 03/2021/TT-BKHDT dated April 9, 2021;
– Circular No. 25/2023/TT-BKHDT dated December 31, 2023 of the Ministry of Planning and Investment amending and supplementing a number of articles of Circular No. 03/2021/TT-BKHDT dated April 9, 2021 stipulating sample documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion.
– Decree No. 239/2025/ND-CP of the Government: Amending and supplementing a number of articles of Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government detailing and guiding the implementation of a number of articles of the Investment Law
Form A.I.7 issued with Circular No. 03/2021/TT-BKHDT.
Procedures
