Procedures for transferring capital to foreigners

The transfer of contributed capital to foreigners is quite common nowadays, but not everyone understands it. The article will provide useful information on conditions as well as procedures and documents for transferring capital contributions to foreigners.

1. Conditions for transferring contributed capital and shares to foreigners

The transfer of contributed capital and shares to foreigners will be divided into Vietnamese enterprises and enterprises with foreign elements.

Vietnamese company

If an enterprise has 100% Vietnamese capital, when it wants to transfer contributed capital or shares to foreign investors, it must be based on those business lines. What are the regulations on the transfer of capital and shares? to foreigners and see what the maximum rate of capital contribution is allowed to be transferred.

If the enterprise operates in an unconditional line of business and the transfer rate is less than 51%, the enterprise only needs to carry out the procedures for changing the business registration certificate.

In the event that a member or shareholder transfers capital or shares to a foreigner, the procedures for registration of capital contribution, purchase of shares or contributed capital must be carried out at the Department of Planning and Investment. After that, continue to carry out the procedures for changing the business registration certificate.

Enterprises with foreign elements

Enterprises with foreign elements are Vietnamese enterprises with capital contributed by foreigners or foreign elements such as legal representatives who are foreigners.

When transferring capital contributions and shares to foreigners for enterprises with foreign elements, business lines and transfer rates must also be considered because there are a number of industries that do not allow foreigners to register for operation and some industries will be limited to the percentage of capital contribution.

2. Procedures and documents used by foreigners when transferring and contributing capital

Vietnamese company

Step 1: Carry out the procedures for registration of capital contribution, purchase of shares, and capital contribution, which will include the following documents:

• Registration documents for capital contribution, share purchase, or capital contribution according to the form prescribed by law.
• In the event the investor is an individual, a copy of one of the following two documents is required: ID card, CCCD, and passport.
• If the investor is an organization, a copy of the business establishment certificate or its replacement with another document or document is required to confirm the legal status of the business.

Step 2: Carry out the procedures for changing the business registration certificate.

• Notice of change of business registration contents
• Company decision
• Minutes of the meeting of the Members' Council or the Board of Directors
• In the event that the transfer of contributed capital or shares affects the number of members, additional documents will be required: company charter; Application for registration of business establishment.

Enterprises with foreign elements

Step 1: Carry out the procedures for changing investors on the investment certificate, including

• Proposal for project adjustment
• An explanation of the eligibility to purchase and sell goods or services directly related to the purchase and sale of goods;
• There must be confirmation that the account balance is equal to or greater than the investor's invested capital.
• If you are an individual, you need a notarized copy of one of the three documents: ID card, CCCD, and passport.
• For foreign organizations, it is necessary to register a business for consular legalization, submit financial statements for 2 years, and get written authorization from the representative of the contributed capital.

Step 2: Carry out the procedures for changing the business registration certificate. The documents are similar for Vietnamese enterprises.

 Related: How to set up a business in Vietnam?

3. Notes when transferring contributed capital and shares to foreigners.

• Within 10 days from the date of transfer, Vietnamese members or shareholders who transfer their contributed capital to a foreigner must submit a PIT declaration to the competent tax authority.
• If it is a joint stock company or an individual transferring, both must submit a PIT return and pay a PIT of 0.1% on the transfer value.
• If it is a limited company, the transferor only needs to submit a personal income tax return within 10 days from the completion of the transfer.

YNN Global Company is a leading company trusted by many customers to carry out capital transfer procedures for foreigners. We have a lot of special offers to help customers solve problems quickly, save money, and save time.

If you are in need of transferring capital to foreigners, contact YNN Global Company for advice and prompt support.

YNN GLOBAL - Consulting services

Hotline:  +84 909 594 196

Website:  ynnglobal.com.vn

Email:  info@ynnglobal.com.vn

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