Question:  

Dear Mr/Mrs Attorney, we are seeking legal advice on implementation of foreign investor repurchase capital of local company. Thank you.

Reponse:

SB Law thank you for giving us the opportunity to provide our legal consulting services for you. With respect to your questions, we would like to advise as follows:

 1. Preliminary Opinions

Pursuant to provisions of Vietnam Investment Law, foreign investor is allowed to implement investment activities by repurchasing capital, shares of enterprises. When performing this kind of investment, the licensing authority shall review investment conditions applicable to business lines of the Vietnamese enterprise under WTO Accession Commitments of Vietnam on Services (“WTO Commitments”), investment conditions applicable to the Company’s business lines.

The steps for repurchasing capital of local company will be as follow:

  • Step 1: Registration of repurchasing capital for new investor
  • Step 2: Transfer the money through indirect-invested bank accounts of company
  • Step 3: Applying for amendment of Enterprise Registration Certificate (ERC) to change the company’s owner.
  • Step 4: Applying for amendment of Investment Registration Certificate (IRC) to change the foreign investor (if any)

Under applicable laws, foreign investor is now allowed to fully repurchase 100% of a company with registered business as IT services. Therefore, in this case, there is no limitation preventing foreign investor repurchase capital of this company.

 2. Scope of works

Preparation of the dossier

  • Notifying to Client about application documents required in accordance with Vietnamese law;
  • Drafting required application documents for submission;
  • Finalizing application documents for execution.

Licensing procedure

  • Submitting the application dossier to the licensing authority on behalf of Client;
  • Following with approval progress of the competent authority;
  • Keeping Client updated on the developments and additional requirements, if any;
  • Receiving and delivering results to Client.

 3. Timing

Preparing the application dossier: We anticipate that this phase shall be completed within from 03 working days from full receipt of information and document provided by Client. The prepared application dossier shall then be sent to Client for review and execution.

Submission of application dossier: We shall submit application dossier within 02 working days from full receipt of duly signed and sealed application dossier.

Licensing procedure:

  • Registration of repurchasing capital procedure: it will take around 15 working days from submission.
  • Amending ERC of the Company for change of company’s owner: it will take around 05 – 07 working days from submission.

Amending IRC of the Company for change of investor (if any): it will take around 10 working days from submission

Customers can refer to more consultation contents of related issues via the link:

Legal frame on establishment and operation of investment fund with foreign investment capital in Vietnam

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