VI. Procedures for making investment by contributing capital, purchasing shares or purchasing stakes (Article 26 in LOI)

1. Upon contributing capital, purchasing shares or purchasing stakes of a business entity, the investor shall  satisfy  conditions  and follow procedures for change of members or shareholders in accordance with regulations of law applicable to each type of business entity.

A foreign investor shall follow procedures for registration of capital contribution or purchase of shares or stakes of a business entity prior to change of members or shareholders in the following cases specified in Clause 2, Article 26 of LOI. The investor shall submit 01 application for registration of capital contribution, purchase of stakes or purchase of shares to the investment registration agency where the economic organization’s head office is located.

In case meeting the conditions specified in Clause 2, Article 24 of the Law on Investment, based on the written approval of the Investment Registration Authority, the economic organization in which foreign investors contribute capital, purchase shares or purchase stakes shall carry out the procedures for changing members and shareholders   at the business registration agency  in  accordance  with  the  Law on Enterprises and other laws relevant to each type of economic organization.

2. Application for for making investment by contributing capital, purchasing shares or purchasing stakes includes:

• A registration document of capital contribution, share purchase or stakes purchase, including the following contents: information on enterprise registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares or purchase stakes; business; list of founding shareholders, list of foreign shareholders (if any); the rate of ownership of charter capital of foreign investors before and after capital contribution, purchase of shares or stakes to economic organizations; transaction value of the contract of capital contribution, share purchase, capital contribution; information on investment projects of economic organizations (if any);
• Copies of legal papers of individuals and organizations contributing capital, purchasing shares, purchasing stakes and economic organizations with foreign investors contributing capital, purchasing shares or purchasing stakes;
• Written agreement on capital contribution, share purchase or stake purchase between the foreign investor and the economic organization receiving capital contribution, purchase of shares or stakes;
• Declaration document (enclosed with a copy) Certificate of land use right of the economic organization receiving the capital contribution, shares or capital contribution portion of the foreign investor (for the case specified at point b) and c Clause 2, Article 24 of the Law on Investment in 2020). Economic organizations with foreign investors contributing capital, buying shares or contributed capital portions are responsible before law for the accuracy and truthfulness of their declarations.

3. Settlement time

Within 15 days from the date on which the sufficient application   is received, Department of Planning and Investment shall submit Approval Notice to economic organization and foreign investor.

4. Application, forms:

Application form for project: Form A.I.7 at Circular No. 03/2021/TT- BKHDT dated 09/4/2021 of Ministry of Planning and Investment.