On June 30, 2025, the Government issued Decree 168/2025/ND-CP on business registration. However, it is still related to investment for foreign investors, to comply with the specific investment law, this provision is stipulated in Clause 3, Article 124 of Decree 168/2025/ND-CP amending Point a, Clause 2, Article 66 of Decree 31/2021/ND-CP guiding the Investment Law 2020 as follows:

Article 66. Procedures for implementing investment activities in the form of capital contribution, share purchase, and capital contribution purchase for foreign investors

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2. An economic organization with a foreign investor investing in capital contribution, share purchase, or capital contribution purchase in the case specified in Clause 2, Article 26 of the Investment Law shall submit 01 set of registration documents for capital contribution, share purchase, or capital contribution purchase to the investment registration agency where the economic organization has its head office. The dossier includes:

a) A written registration for capital contribution, share purchase, or capital contribution purchase, including the following contents: information on the business registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or capital contribution; business lines; list of owners, members, founding shareholders, list of owners, members, and shareholders who are foreign investors (if any); the ratio of charter capital ownership of the foreign investor before and after contributing capital, purchasing shares, or purchasing capital contribution in the economic organization; Actual transaction value of capital contribution, share purchase, capital contribution purchase contracts; information on investment projects of economic organizations (if any).

Previously, at Point a, Clause 2, Article 66 of Decree 31/2021/ND-CP, it is stipulated as follows:

Article 66. Procedures for implementing investment activities in the form of capital contribution, share purchase, and capital contribution purchase for foreign investors

…

2. An economic organization with a foreign investor investing in capital contribution, share purchase, or capital contribution purchase in the case specified in Clause 2, Article 26 of the Investment Law shall submit 01 set of documents for registration of capital contribution, share purchase, or capital contribution purchase to the investment registration agency where the economic organization has its head office. The documents include:

a) Documents for registration of capital contribution, share purchase, or capital contribution purchase, including the following contents: information on business registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or purchase capital contribution; business lines; List of owners, members, founding shareholders, list of owners, members, shareholders who are foreign investors (if any); ratio of charter capital ownership of foreign investors before and after contributing capital, purchasing shares, purchasing capital contributions to economic organizations; expected transaction value of capital contribution, share purchase, capital contribution purchase contracts; information on investment projects of economic organizations (if any).

Significance of the Amendment:

• Enhancing Transparency and Accuracy: Requiring the actual transaction value instead of the estimated amount enables the investment registration authority to accurately capture the financial information of the transaction, preventing investors from declaring incorrect values inconsistent with the actual contract.
• Limiting Inaccurate or Superficial Declarations: When only an estimated value is required, investors may underreport or inaccurately declare figures, affecting the management and supervision of foreign investment, as well as taxation and anti-money laundering efforts.
• Strengthening Legal Obligations: Stating the actual transaction value compels investors to have either executed or be preparing to sign a real contract. This provides a clear basis for competent authorities to assess the impact of the transaction on business sectors, national defense and security, and equity ownership ratios in accordance with legal regulations.

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