I. Definition of Contributed Capital Assets

Article 34 of the 2020 Enterprise Law defines assets for capital contribution as follows:

• Contributed capital assets include Vietnamese dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese dong.
• Only individuals or organizations that legally own or have legal use rights over these assets are entitled to contribute them as capital, in accordance with the law.

Thus, individuals or organizations may contribute capital in the form of cash, either in Vietnamese dong or freely convertible foreign currencies.

II. Regulations on Valuation of Contributed Capital Assets When Establishing an Enterprise

Article 36 of the 2020 Enterprise Law sets out the valuation of contributed capital assets as follows:

• Contributed assets that are not in the form of Vietnamese dong, freely convertible foreign currencies, or gold must be valued in Vietnamese dong by the founding members, shareholders, or a valuation organization.
• When establishing an enterprise, contributed assets must be valued by the founding members or shareholders on a consensus basis or by a valuation organization.

If a valuation organization conducts the valuation, over 50% of the founding members or shareholders must approve the value of the contributed assets.

If the contributed assets are valued higher than their actual value at the time of contribution, the founding members or shareholders are jointly responsible for covering the difference between the assessed value and the actual value of the contributed assets at the conclusion of the valuation.

They are also jointly liable for any damage caused by deliberately inflating the value of the contributed assets.

• During enterprise operations, contributed assets are to be valued by the owner, the Members’ Council in the case of limited liability companies and partnerships, the Board of Directors for joint-stock companies, and the contributing parties, or by a valuation organization.
• If a valuation organization conducts the valuation, the value of the contributed assets must be approved by the contributor and the owner, the Members’ Council, or the Board of Directors.
• If the contributed assets are valued above their actual value at the time of contribution, the contributor, the owner, the members of the Members’ Council for limited liability companies and partnerships, and the members of the Board of Directors for joint-stock companies are jointly responsible for contributing the difference between the assessed value and the actual value of the contributed assets at the conclusion of the valuation.

They are also jointly liable for any damage resulting from the deliberate overvaluation of contributed assets.

III. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

The goal of the legal services provided by HANKUK LAW FIRM is to support businesses, investors, and people. Our organization employs skilled Korean lawyers, partners, and professionals to provide legal services to businesses related to corporations and litigation.

To support the startup process, our lawyers and staff provide a wide range of services, including business law consulting, tax and immigration law consulting, real estate services, business consulting, marketing and communications, human resources, product distribution, franchise options, etc. We provide expert advice on every aspect of your business needs.

To protect the legitimate rights and interests of our clients and achieve the best results, we provide legal advice and participate in civil lawsuits related to business, labor, marriage, family, and inheritance.

■ Contact us now

For reliable and effective legal advice, please contact HANKUK LAW FIRM now. We are committed to providing you with the best possible answers and our team of experienced lawyers has extensive knowledge in many legal fields. We are always here to provide the most competent and dedicated support, whether you are dealing with contractual issues, commercial disputes or need guidance on foreign investment. HANKUK LAW FIRM is honored to have assisted hundreds of domestic and international clients in skillfully resolving complex legal issues as their trusted legal partner. Do not let legal issues hinder your success. Let us accompany you towards legal achievement and comfort. For prompt guidance and support to ensure your rights are always maintained at the highest standards, contact HANKUK LAW FIRM now.

■ Contact Hankuk Law Firm:

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