Capital contribution, share purchase, contributed capital to the economic organization of the foreign investor

a) Implementation order:

- Step 1: Registration of capital contribution, share purchase, contributed capital

        + The investor with capital contribution, share purchase, contributed capital submits 01 set of registration of capital contribution, share purchase, contributed capital as defined in Clause 2 of Article 26 of the Investment Law to Department of Planning and Investment on the location headquartered by the economic organization with foreign investment capital, share purchase and contributed;

+ Within 15 days after receipt of the documents, the Department of Planning and Investment considers the ability to meet investment conditions for the foreign investor and informs the investor in order the investor implements procedures for change of shareholders, members in accordance with law. In case of failure to meet the conditions, the Department of Planning and Investment informs the investor in writing, and states the reasons.

- Step 2: Economic organization with capital contribution, share purchase, contributed capital of the foreign implements the procedures of change in members, shareholders in the business registration agency under the provisions of the law on enterprises (for enterprises) and other laws (for economic organization not enterprises).

Economic organization with capital contribution, share purchase, contributed capital of the foreign investor will not have to implement procedures for issue and adjustment of Investment registration certificate or Decision on Investment Policy for investment projects carried out before capital contribution, share purchase, contributed capital by the foreign investor.

b) Implementation method:

- Submit documents: directly at the Division of receiving and returning results (in the head office of the Department of Planning and Investment in Hung Yen province); or through the postal system.

- Receive results:

+ Notification of meeting conditions for investment for cases of capital contribution, share purchase or acquisition of the contributed capital by the foreign investor: at the Division of receiving and returning results (in the head office of the Department of Planning and Investment in Hung Yen province); or through the postal system.

+ Enterprise registration certificate adjusted or other documents of equivalent value (at the Division of receiving and returning results (in the head office of the Department of Planning and Investment in Hung Yen province); or through the postal system.

c) Documents:

- Written registration of capital contribution, share purchase and contributed capital including contents: information about economic organization that foreign investor is expected to contribute capital and purchase shares and contributed capital; the percentage of ownership of the charter capital of the foreign investor after capital contribution and share purchase and contributed capital to the economic organization (investors initial on each page and fully sign on the last page) (attached with Transfer contract/ agreement on the transfer of shares / contributed capital; The Decision and Minutes of meeting Board of Directors/ General Assembly of Shareholders/ Board of Members / decision of organization owner that the investor registers capital contribution and share purchase and contributed capital about raising additional capital, transfer of shares, contributed capital; A copy of Enterprise registration certificate  of the organization that the investor registers capital contribution and share purchase and contributed capital…)

- A copy of identity card, citizen identity card or passport for individual investors; a copy of Establishment certificate or other equivalent documents confirming the legal status of the investor as organization (for documents of foreign organizations, they must be legalized; documents in foreign language must be translated into Vietnamese, certified by organizations with function of translation).

* Remarks: Individuals/ organizations implementing administrative procedures may submit the copy from the original, certified copy or copy not certified and the original for comparison.

d) Number of documents:

01 set (01 original set).

đ) Time limit for settlement:

Within 15 days of receipt of valid documents under regulations.

e) Implementing agency:

- Agency directly implementing administrative procedures: Department of Planning and Investment in Hung Yen province;

- Coordinating agency: relevant departments, lines.

g) Subjects implementing administrative procedures:

- Subjects implementing the registration procedure of capital contribution, share purchase and contributed capital (Step 1) are foreign investors, economic organizations defined at Points a, b and c, Clause 1, Article 23 of the Investment Law in one of the following cases:

+ Foreign investors contribute capital and purchase shares and contributed capital to economic organizations with conditional business lines of investment for foreign investors;

+ The capital contribution, share purchase and contributed capital lead to the ratio of charter capital owned by foreign investor, economic organization defined at Point a, b and c, Clause 1, Article 23 of the Investments Law increasing from less than 51% to 51% or more;

+ The capital contribution, share purchase and contributed capital lead to the ratio of charter capital owned by foreign investor, economic organization defined at Point a, b and c, Clause 1, Article 23 of the Investments Law increasing from 51% or more to the higher percentage.

- Subjects implementing the procedures of change in members, shareholders at the business registration agency (Step 2) are economic organizations capital contribution, share purchase and contributed capital by the foreign investor.

* Foreign investor, economic organization with foreign investment capital not subject to registration of capital contribution, share purchase and contributed capital implemented directly the procedures of change in members, shareholders at the business registration agency (Step 2) without performing Step 1 (registration of capital contribution, share purchase and contributed capital).

h) Results of administrative procedures:

- Step of registration of capital contribution, share purchase and contributed capital: Notify the ability to meet the investment requirements for cases of capital contribution, share purchase or acquisition of contributed capital by foreign investor under Form II.9 issued together with Circular No. 16/2015/BKHDT.

- Step of registration of shareholders, members in the business registration agency: Recognition of change in members, shareholders according to relevant provisions of the law on business (for case of enterprises) and other laws (for case of not enterprises).

i) Fees:

Fee for Business registration

k) Name of form, declaration:

Written registration of capital contribution/ share purchase/ contributed capital of foreign investors under Form I.4 issued together with Circular No. 16/2015/BKHDT dated 18/11/2015

l) Requirements and conditions for procedure implementation:

- For the step of registration of capital contribution, share purchase and contributed capital: meet the conditions stipulated in point a and b, Clause 1 of Article 22 of the Investment Law.

- For the step of change in members, shareholders: There is valid record under the provisions relating to each type of economic organization.

m) Legal basis of administrative procedures:

- Investment Law No. 67/2014/QH13 dated 26/11/2014;

- Decree No. 118/2015/ND-CP dated 12/11/2015 of the Government detailing and guiding the implementation of some articles of the Investment Law;

- Enterprise Law No. 68/2014/QH13 dated 26/11/2014;

- Decree No. 78/2015/ND-CP dated 14/09/2015;

- Circular No. 16/2015/TT-BKHDT dated 18/11/2015 of the Ministry of Planning and Investment providing the form of investment procedures and investment report in Vietnam.

- Decree No.  111/2011/ND-CP dated 05/12/2011 of the Government.

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