ADMINISTRATIVE PROCEDURES ON FOREIGN INVESTMENT IN VIETNAM IN THE FORMS OF CAPITAL CONTRIBUTION, SHARE PURCHASE, PURCHASE OF CAPITAL CONTRIBUTION TO VIETNAMESE ENTERPRISES
Legal basis
Investment Law No. 61/2020/QH14 dated June 17, 2020;
Decree No. 31/2021/ND-CP dated March 26, 21 of the Government detailing and guiding the implementation of a number of articles of the Investment Law;
Circular No. 03/2021/TT-BKHDT dated April 9, 2021 of the Ministry of Planning and Investment stipulating sample documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment Promotion;
Profile components
- The registration document for 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, buy shares, or purchase shares. capital; business; 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);
- Valid 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 (for For foreign organizations contributing capital, purchasing shares, purchasing capital contributions, copies of the organization's legal documents must be consularly legalized);
- Document of principle agreement on capital contribution, share purchase, capital contribution purchase between foreign investors and economic organizations to which foreign investors contribute capital, share purchases, capital contributions or between foreign investors. foreign investors with shareholders or members of that economic organization;
- A valid copy of the Certificate of land use rights of the economic organization with foreign investors contributing capital, purchasing shares, purchasing capital contributions (for the cases specified in Point b, Clause 4, Article 65 of the Decree No. 31/2021/ND-CP).
Number of documents: 01 set
How to perform
- Foreign investors investing in capital contribution, stock purchase, capital contribution purchase in the cases specified in Clause 2, Article 26 of the Investment Law submit registration documents for capital contribution, stock purchase, capital contribution purchase to the Department Planning and Investment where Vietnamese Enterprises or Foreign Invested Enterprises are headquartered (Submit directly or by post or submit online). In case an enterprise to which a foreign investor wants to contribute capital, buy shares or purchase a capital contribution is headquartered in a high-tech park, industrial park or export processing zone, submit the application to the High-tech Park Management Board. , industrial park or export processing zone.
- For the cases specified in Points a and b, Clause 2, Article 26 of the Investment Law, within 15 days from the date of receiving valid documents as prescribed in Clause 2, Article 66 of Decree No. 31/2021 /ND-CP, the Department of Planning and Investment 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 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 communes, wards, towns At the seaside; For other areas that affect national defense and security, the Department of Planning and Investment carries out the following procedures:
• Within 03 working days from the date of receiving valid documents as prescribed in Clause 2, Article 66 of Decree No. 31/2021/ND-CP, the Department of Planning and Investment collects opinions from the Ministry of National Defense and 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 Planning and Investment, the Ministry of National Defense and the Ministry of Public Security have their opinions on meeting the conditions to ensure national defense and security for the 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 for ensuring national defense and security for economic organizations with foreign investors contributing capital, purchasing shares, or purchasing shares. capital;
• Within 15 days from the date of receiving valid documents, the Department of Planning and Investment considers meeting the conditions for capital contribution, share purchase, and capital contribution purchase as prescribed in Clause 2, Article 24 of the Law on Investment. Investment, 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.
- After the foreign investor is approved to contribute capital, purchase shares, or purchase capital contributions according to the provisions of Clauses 3 and 4, Article 66 of Decree No. 31/2021/ND-CP, the economic organization has a building. Foreign investors contribute capital, buy shares, buy capital contributions, carry out procedures for changing members and shareholders at the business registration agency according to the provisions of law on enterprises and other laws corresponding to each individual. type of economic organization. The rights and obligations of foreign investors as members and shareholders of economic organizations are established when the procedures for changing members and shareholders are completed.
LS. NGUYEN HOANG LONG
