We wish to transfer our capital contribution to another investor. What is the legal procedure for doing so?
Answer:
The transfer of capital contribution that results in a change of members in a foreign-invested company involves the following steps:
1.1. Verification of Eligibility of the New Foreign Investor:
If the new investor is a foreign individual or organization, they must satisfy investment conditions such as not engaging in prohibited or restricted business sectors and complying with the ownership ratio limits as per WTO commitments and Vietnamese law.
1.2. Registration of Change of Investor Information on the Investment Registration Certificate (IRC):
The application dossier includes:
- A written request for adjustment of investor information;
- Capital transfer agreement;
- Resolutions and minutes of meeting approving the transfer;
- Legal documents of the new investor;
- Document confirming the completion of the capital transfer transaction.
1.3. Update of Member Information on the Enterprise Registration Certificate (ERC):
After the IRC is updated, the company must proceed to amend the member information with the Business Registration Office.
The average processing time for the entire procedure is approximately 10–15 working days.
