CAPITAL CONTRIBUTION WITH ASSETS

 

 

I. DEFINITIONS

1. Standards and identification of tangible fixed assets

Tangible fixed assets are tangible assets with independent structure, or a system of many separate asset parts linked together to perform one or a number of certain functions without any one of them. which part of the system cannot operate, and that asset must satisfy all three of the following criteria simultaneously:

1.1. Certainly gain future economic benefits from the use of assets;

1.2. Having a use period of over 1 year;

1.3. The original price of a property must be determined reliably and valued from VND 30,000,000 or more.

2. Valuation

If the contributed capital is valued higher than the actual value at the time of capital contribution, the above-mentioned parties (except professional valuation organizations) must jointly be jointly jointly contributed with the difference. deviation between the assessed value and the actual value of assets contributed as capital at the end of valuation; At the same time, jointly take responsibility for damage caused by the deliberate valuation of the capital contribution assets higher than the actual value.

 

2. ORDER AND PROCEDURES FOR CONTRIBUTION OF CAPITAL WITH FIXED ASSETS IN ENTERPRISES

Step 1: Valuing assets

Clause 1, Article 36 of the 2020 Law on Enterprises stipulates: “Contributed assets that are not VND, convertible foreign currencies or gold shall be valued by members/partners/shareholders or a valuation organization and expressed as VND ”.

There are two methods of property valuation:

  1. Valued members and founding shareholders;
  2. Professional valuation organization.

Principles when determining assets contributed as capital:

Assets contributed as capital upon the establishment of an enterprise must be valued by the founding members or founding shareholders on the principle of unanimity or valuation by a professional valuation organization. In case of a professional valuation organization, the value of assets contributed as capital must be approved by the majority of founding members and shareholders.

Step 2: Drafting a dossier of capital contribution with fixed assets

In case non-business individuals or organizations contribute capital:

According to Clause 13, Article 14 of Circular 219/2013 / TT-BTC, if an individual or an organization contributes capital in assets to a limited liability company or a joint-stock company, the documents for the contributed assets include:

  1. Certificate of capital contribution;
  2. Property delivery note.

Step 3: Transfer ownership of contributed assets

For assets with registered ownership or land use right value, the capital contributors must carry out procedures for transferring such ownership or land use rights to the companies at competent state agencies. Transfer of ownership of assets contributed as capital is not subject to registration fee;

For assets without ownership registration, the capital contribution must be made by the delivery and receipt of capital contribution assets certified in writing.

The delivery and receipt record must clearly state:

  1. The name and address of the company’s head office;
  2. Full name, permanent address, citizen identification card number, identity card, passport or other lawful personal identification of the capital contributor;
  3. Establishment or registration decision of the capital contributor;
  4. Type of assets and number of units of assets contributed as capital;
  5. Total value of assets contributed as capital and the ratio of the total value of such assets in the company’s charter capital;
  6. Delivery date;
  7. Signature of the capital contributor or authorized representative of the capital contributor and the legal representative of the company;

Shares or capital contributions in assets other than Vietnam dong, freely convertible foreign currencies, gold are only considered to be fully settled when the legal ownership of the contributed assets has been transferred to the company.