I. Legal basis

• Law on Investment 2020
• Decree No. 31/2021/ND-CP providing regulations on the conditions and principles for carrying out investment activities in the form of capital contribution, share purchase, and acquisition of capital contributions
• Decree No. 239/2025/NĐ-CP

II. Conditions for transferring capital contributions in FDI enterprises

Pursuant to Clause 2, Article 24 of the Law on Investment 2020 on investment in the form of capital contribution, share purchase, and acquisition of capital contributions, foreign investors contributing capital, purchasing shares, or acquiring capital contributions in an economic organization must satisfy the following conditions:

1. a) The market-access conditions applicable to foreign investors as provided in Article 9 of this Law;
2. b) Ensuring national defense and security in accordance with the provisions of this Law;
3. c) The provisions of the law on land regarding the conditions for receiving land use rights and the conditions for land use on islands; in border communes, wards, and townships; and in coastal communes, wards, and townships.

Concurrently, Clause 4, Article 65 of Decree No. 31/2021/ND-CP, which provides regulations on the conditions and principles for carrying out investment activities in the form of capital contribution, share purchase, and acquisition of capital contributions, stipulates that the following conditions must be satisfied when transferring capital contributions in an FDI enterprise to a foreign investor:

(1) Market-access conditions for foreign investors when contributing capital, purchasing shares, or acquiring capital contributions in an economic organization already established in Vietnam

(2) Conditions on ensuring national defense and security and on land use for economic organizations with foreign investors contributing capital, purchasing shares, or acquiring capital contributions, in cases where the economic organization holds a Land Use Rights Certificate in the following areas (excluding economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech zones, and economic zones established in accordance with Government regulations):

• Islands; border communes, wards, and townships; and coastal communes, wards, and townships;
• Other areas affecting national defense and security.

In addition, an FDI enterprise must satisfy the conditions for transferring capital corresponding to each type of enterprise as prescribed in the Law on Enterprises 2020 and its guiding documents.

III. Procedures for transferring capital contributions in FDI enterprises to foreign investors

(1) In cases of capital transfer not falling within the scope of Clause 2, Article 26 of the Law on Investment 2020: the transfer procedures shall be carried out in accordance with the type of economic organization.

(2) In cases of capital transfer falling within the scope of Clause 2, Article 26 of the Law on Investment 2020:

Case 1: Capital transfer falling under Points a and b, Clause 2, Article 26 of the Law on Investment 2020

Step 1: The FDI enterprise seeking to transfer capital must submit an application to the investment registration authority where the enterprise’s head office is located.

Step 2: Within 15 days from the date of receipt of a valid application, the investment registration authority shall examine whether the conditions for the capital transfer are met and notify the investor.

Step 3: After the foreign investor has been approved for the capital transfer, the economic organization with foreign investors contributing capital, purchasing shares, or acquiring capital contributions shall carry out the procedures for changing members or shareholders with the business registration authority in accordance with the enterprise law applicable to the respective type of economic organization.

Case 2: Capital transfer falling under Point c, Clause 2, Article 26 of the Law on Investment 2020

Step 1: The FDI enterprise seeking to transfer capital must submit an application to the investment registration authority where the enterprise’s head office is located.

Step 2: Within 02 working days from the date of receipt of a valid application, the investment registration authority shall seek opinions from the Provincial Military Command and Provincial Police Department regarding compliance with the legal conditions.

Step 3: Within 05 working days from the date of receipt of the request from the investment registration authority, the Provincial Military Command and Provincial Police Department shall provide their opinions on whether the conditions for ensuring national defense and security in relation to the capital transfer are met.

If no opinion is provided within the prescribed timeframe, it shall be deemed that the conditions for compliance have been met.

Step 4: Within 10 days from the date of receipt of a valid application, the investment registration authority shall examine whether the conditions for the capital transfer are met and, based on the opinions of the Provincial Military Command and Provincial Police Department, notify the investor.

Step 5: After the foreign investor has been approved for the capital transfer, the economic organization with foreign investors contributing capital, purchasing shares, or acquiring capital contributions shall carry out the procedures for changing members or shareholders with the business registration authority in accordance with the enterprise law applicable to the respective type of economic organization.

IV. Dossier for transferring capital contributions in FDI enterprises to foreign investors

• (1) The capital contribution, share purchase, or acquisition registration document in the form of Mẫu A.I.7 issued together with Circular No. 03/2021/TT-BKHĐT (amended by Clauses 1 and 4, Article 1 of Circular No. 25/2023/TT-BKHĐT). This document must clearly specify information on the participating parties, the proposed capital contribution ratio, investment activities, and related commitments.
• (2) A copy of the legal documents of the individual or organization contributing capital, purchasing shares, or acquiring capital contributions, as well as of the economic organization with foreign investors contributing capital, purchasing shares, or acquiring capital contributions. For individuals, a copy of the passport is required; for organizations, a copy of the enterprise registration certificate or an equivalent document is required.
• (3) A memorandum of understanding on the principles of capital contribution, share purchase, or acquisition of capital contributions among the relevant parties. This document demonstrates the initial agreement between the foreign investor and the company or existing shareholders/members regarding the transfer.
• (4) A copy of the Land Use Rights Certificate of the economic organization (if any). This document is required in cases where the company holds land use rights in specific areas as mentioned in the conditions section.

V. Procedures for amending Enterprise Registration Information after a capital transfer

After the completion of the capital transfer, the company shall carry out the procedures for amending its enterprise registration information on the National Business Registration Portal. This process shall be conducted in accordance with the provisions of the Law on Enterprises and its guiding documents, corresponding to the respective type of enterprise.

VI. Conclusion

The procedures for transferring capital contributions in FDI enterprises in 2025 are governed concurrently by the Law on Investment 2020, Decree No. 31/2021/ND-CP, and the provisions of the Law on Enterprises 2020. Transferring capital to foreign investors requires not only compliance with market-access conditions, national defense and security, and land law, but also strict adherence to the approval procedures of the investment registration authority in cases falling within the scope of control under Clause 2, Article 26 of the Law on Investment.

FDI enterprises and investors must prepare a complete dossier in accordance with the regulations, properly follow the steps for appraisal and approval of the capital transfer, and complete the procedures for amending enterprise registration information after the transfer. Being well aware of the legal conditions and procedural requirements will help mitigate risks and ensure that the capital transfer is conducted legally, transparently, and on schedule.

VII. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

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