ON TRANSFERRING 100% CAPITAL OF FOREIGN INVESTORS TO VIETNAMESE.
Mr. A: Hello, My wife and I established The Limited liability companies with two members with 100% foreign capital (Investment Certificate issued in 2010). My wife and I are Australian. We are also the owner of the capital contribution. At present, we would like to transfer all capital contributions to 2 Vietnamese people. Whether Vietnamese law allows it or not. In case this thing is permitted by law, how to proceed? Thank you.
The lawyer replied:
On the problem that you asked, we would like to answer as follows:
1. Legal basis:
Investment Law 2014
Decree 118/2015 / ND-CP
2. Legal advice:
a) Procedure orientation:
The case of your company is the transfer of capital of foreign investors to Vietnamese – the case permitted by Vietnamese law to do.
You noted that because your Investment Certificate was issued before 2014 (videlicet in 2010), the Investment Certificate is also the Business Registration Certificate. Accordingly, the procedure determined is changes of the business registration content on the Investment Registration Certificate.
Step 1: The company prepares a set of documents to change the company’s membership as for a company with 100% Vietnamese capital and submits it to The Business Registration Office.
Step 2: After obtaining the Business Registration Certificate, notify the change of business registration to The Investment Registration Office.
c) Documents to be prepared:
Personal testimonials of the founding members
Minutes of meetings of the Members’ Council
Decision of the Members’ Council
Contribution capital transfer contract
d) Implementation duration: 15 days