I. Legal basis 

• Law on Enterprises 2020
• Law on Investment 2020 (as amended in 2025)

II.  What is the registration of capital contribution, share purchase, and capital stake acquisition?

Pursuant to Article 25 of the Law on Investment 2020:

The registration of capital contribution, share purchase, and capital stake acquisition is a legal procedure intended to formally record the investor’s status and equity ownership ratio in an enterprise. Upon completion of this procedure, the investor not only pursues economic interests but is also fully vested with the corresponding rights, obligations, and legal responsibilities vis-à-vis the enterprise in accordance with the law.

• Capital contribution means an investor contributes assets (such as cash, fixed assets, land-use rights, etc.) to an enterprise in order to become a member (in a limited liability company) or a shareholder (in a joint-stock company).
• Share purchase means an investor acquires issued shares of a joint-stock company from the company itself or from existing shareholders.
• Acquisition of a capital contribution means an investor acquires the capital contribution portion of an existing member in a limited liability company.

III. When is it required to register the acquisition of shares or capital contributions?

Pursuant to Article 26 of the Law on Investment 2020, an investor is required to carry out the procedure for registration of capital contribution and to prepare a complete dossier for the registration of acquisition of capital contributions in the following cases:

• Where a foreign investor acquires 51% or more of the charter capital of a Vietnamese enterprise;
• Where the acquisition of capital contributions is conducted in a business line subject to conditions applicable to foreign investors;
• Where the acquisition of capital contributions results in the enterprise being converted into a foreign-invested enterprise.

IV. Forms of capital contribution, share acquisition and acquisition of cCapital contributions

Pursuant to Article 25 of the Law on Investment 2020, investors may choose the following forms to participate in capital contribution, share acquisition or acquisition of capital contributions: 

• Capital contribution to a limited liability company (LLC): An investor contributes assets to the company in order to become a member thereof.
• Subscription to shares in the initial public offering (IPO) of a joint-stock company: The investor purchases shares when a joint-stock company offers its shares to the public for the first time.
• Subscription to newly issued shares of a joint-stock company: The investor purchases shares when the joint-stock company issues additional shares to increase its charter capital.
• Acquisition of shares of a joint-stock company from the company or existing shareholders: The investor acquires issued shares from the company or from its existing shareholders.
• Acquisition of capital contributions of a member of a limited liability company: The investor acquires the capital contribution of an existing member in order to become a member of the limited liability company.

V. Conditions for capital contribution, acquisition of shares, and acquisition of capital contributions by investors

5.1. General conditions

Investors must satisfy the following general conditions:

• Civil act capacity: Individual investors must have full civil act capacity in accordance with law.
• Legal status: Institutional investors must have lawful legal status.
• Not subject to prohibition or restriction: The investor must not fall into any case of prohibition or restriction on capital contribution, acquisition of shares, or acquisition of capital contributions as prescribed by law.

5.2. Conditions applicable to foreign investors

In addition to the general conditions above, foreign investors must further satisfy the following:

• Market access conditions: Compliance with regulations on conditional investment business lines and sectors.
• National defense and security conditions: The investment must not adversely affect national defense or national security.
• Land-related conditions: Compliance with regulations on land use in special areas.

5.3. Conditions on forms of capital contribution

• Cash: Capital contributions must be made in Vietnamese Dong.
• Assets: Assets contributed as capital must be valued in accordance with the provisions of law.
• Land use rights: Land use rights used as capital contributions must be supported by a lawful land use right certificate.

VI. What does the dossier for registration of acquisition of capital contributions include?

The dossier for registration of capital contribution, share acquisition and acquisition of capital contributions includes:

• Application for registration of capital contribution, share acquisition or acquisition of capital contributions (Form I.7): made in accordance with the template prescribed in Circular No. 25/2023/TT-BKHĐT.
• Copies of legal documents of the individual or organization: Identity card/Citizen identity card/Passport (for individuals); Enterprise Registration Certificate/Investment License (for organizations).
• Agreement on capital contribution, share acquisition or acquisition of capital contributions: the agreement entered into between the investor and the economic organization.
• Copy of the Land Use Right Certificate (in special cases): applicable to economic organizations in which foreign investors contribute capital, acquire shares or acquire capital contributions and that hold a Land Use Right Certificate in special areas.
• Written approval of the Investment Registration Authority: applicable in cases of capital contribution, share acquisition or acquisition of capital contributions by a foreign investor or by an economic organization with foreign investment capital.
• List of members of a multi-member limited liability company / List of shareholders who are foreign investors: applicable where there is a change in members or shareholders.
• Transfer contract: applicable where there is a change in members or shareholders as a result of a transfer.
• Resolution, decision and copy of the minutes of meeting: applicable where there is a change in members or shareholders due to the admission of a new member.
• Copy of the passport of the foreign investor: applicable where the foreign investor is an individual.
• Copy of the investment certificate of the foreign organization duly legalized: applicable where the foreign investor is an organization.

VII. Procedures for registration of capital contribution, share acquisition and acquisition of capital contributions by investors

Step 1: Registration of capital contribution, share acquisition or acquisition of capital contributions

1. Prepare the dossier for registration of capital contribution, share acquisition or acquisition of capital contributions 

The investor (in particular a foreign investor) is required to submit a dossier for registration of capital contribution, share acquisition or acquisition of capital contributions in accordance with Clause 2, Article 26 of the Law on Investment 2020, as detailed in Section III above.

2. Submission of the dossier: The dossier shall be submitted to the Department of Finance of the province or centrally affiliated city where the economic organization in which the investor intends to contribute capital, acquire shares or acquire capital contributions has its head office.
3. Review and processing of the dossier

After receiving the dossier, the Department of Finance shall review the compliance with the investment conditions applicable to foreign investors. Certain conditions to be examined include:

• Compliance with the international commitments to which Viet Nam is a party.
• Satisfaction of conditions on market access, capital ownership ratios and other restrictions (if any).

4. Issuance of the result

• For a valid dossier: The Department of Finance shall issue a written notice to the investor for the purpose of carrying out the subsequent procedures, in particular the procedures for changing shareholders or members.
• For an invalid dossier: The competent authority shall issue a written notice clearly stating the reasons for refusal and providing guidance on how to remedy the deficiencies.

Step 2: Carry out the procedures for change of members or shareholders

After obtaining the approval of the Department of Finance, the economic organization must carry out the procedures for changing its members or shareholders at the business registration authority (for enterprises) or at the relevant specialized management authority (for economic organizations that are not enterprises).

1. Preparation of the dossier for change of members or shareholders

The dossier shall include:

• Notice of change of enterprise registration contents.
• Minutes of meetings and resolutions/decisions of the Members’ Council or the Board of Directors (for a limited liability company or a joint-stock company, as applicable).
• List of members/shareholders who are foreign investors after the change.
• Documents evidencing the capital contribution or share acquisition (transfer agreement, proof of payment, etc.).

2. Submission of the dossier and implementation of the procedure: The dossier shall be submitted to the Business Registration Office (the Investment Registration Office in the case of foreign investors) under the Department of Finance of the province or centrally affiliated city where the enterprise has its head office.
3. Processing of the dossier and updating of information

• After receiving and reviewing the dossier, the business registration authority shall issue a new Enterprise Registration Certificate (where there is a change in registered information).
• Information on the new investor shall be updated on the National Business Registration Portal.

VIII. Conclusion 

Thus, the procedures for capital contribution, share acquisition and acquisition of capital contributions by foreign investors under the Law on Investment 2020 (as amended and supplemented in 2025) are carried out through a relatively strict process consisting of two main stages: (i) registration of the capital contribution, share acquisition or acquisition of capital contributions with the competent investment registration authority; and (ii) implementation of the procedures for change of members or shareholders at the business registration authority or the relevant specialized management authority, as applicable. This legal mechanism is intended to ensure that foreign investment activities are supervised in line with the State’s regulatory orientation, international commitments, and the requirements of national defense, security, and socio-economic order.

In the course of implementation, foreign investors should pay particular attention to market access conditions, capital ownership ratios, conditional business lines and trades, as well as regulations relating to land, foreign exchange and arising financial obligations. Failure to fully comply with the prescribed procedures or to implement them in accordance with the law may result in legal risks, prolong the processing time of the dossier, or directly affect the validity of the capital contribution, share acquisition or acquisition of capital contributions.

Therefore, in order to ensure the legality, safety and effectiveness of investment activities, foreign investors should carefully study the applicable legal regulations and consider using professional legal advisory services. This will not only facilitate the implementation of procedures in a lawful and efficient manner, but also help protect the lawful rights and interests of investors throughout their operations in Viet Nam.

IX. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

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