PROCEDURES FOR TRANSFERRING CAPITAL CONTRIBUTIONS IN A SINGLE-MEMBER LIMITED LIABILITY COMPANY TO A FOREIGN INVESTOR

1. Legal Basis

- Law on Investment No. 143/2025/QH15 dated 11 December 2025;

- Law on Enterprises No. 59/2020/QH14 dated 17 June 2020;

- Law No. 76/2025/QH15 dated June 17, 2025 on Amendments and Supplements to several articles of the Law on Enterprises;

- Decree No. 96/2026/ND-CP dated 31 March 2026 detailing and guiding the implementation of several provisions of the Law on Investment;

- Decree No. 168/2025/ND-CP dated 30 June 2025 on enterprise registration;

- Circular No. 55/2026/TT-BTC dated 15 May 2026 providing forms and reports related to investment activities and investment promotion in Vietnam;

- Circular No. 68/2025/TT-BTC dated 01 July 2025 promulgating forms used in enterprise and household business registration procedures.

2. Capital contribution and forms of purchasing capital contributions

Pursuant to Clause 27, Article 4 of the Law on Enterprises 2020, a capital contribution means the total value of assets that a member has contributed or committed to contribute to a limited liability company or partnership. The ratio of capital contribution refers to the proportion between a member’s contributed capital and the charter capital of the limited liability company or partnership.

Pursuant to Clause 2 Article 74 of Decree No. 96/2026/ND-CP, foreign investors may purchase capital contributions through the following forms:

(i) Purchasing capital contributions from a member of a limited liability company to become a member of such company;

(ii) Purchasing capital contributions from a capital-contributing member of a partnership to become a capital-contributing member of that partnership;

(iii) Purchasing capital contributions from a member of another economic organization.

3. Investment Law Regulations on Capital Transfers to Foreign Investors

3.1. Conditions for purchasing capital contributions

Pursuant to Clause 2 Article 21 of the Law on Investment 2025, the purchase of capital contributions in an economic organization by a foreign investor must satisfy the following regulations and conditions:

(i) Market access conditions for foreign investors as prescribed in Article 8 of this Law;

(ii) National defense and security assurance in accordance with the provisions of this Law and relevant laws;

(iii) Provisions of the land law regarding conditions for receiving land use rights, conditions for land use on islands; communes, wards, special zones in border areas; coastal communes and wards.

3.2. Procedures for registration of purchase of capital contributions (Approval for capital contribution)

Foreign investors must carry out procedures for registration of purchase of capital contributions in economic organizations prior to changing members or shareholders if they fall into one of the following cases (Clause 3 Article 21 of the Law on Investment 2025):

(i) The purchase of capital contributions increases the ownership ratio of foreign investors in economic organizations conducting business lines with conditional market access for foreign investors;

(ii) The purchase of capital contributions leads to foreign investors or economic organizations specified in Points a, b, and c Clause 1 Article 20 of this Law holding more than 50% of the charter capital of the economic organization in the following cases: increasing the charter capital ownership ratio of foreign investors from 50% or less to over 50%; increasing the charter capital ownership ratio of foreign investors when foreign investors already own over 50% of the charter capital in the economic organization;

(iii) Foreign investors purchase capital contributions in economic organizations holding Certificates of land use rights on islands and communes, wards, special zones in border areas; coastal communes and wards; or other areas that affect national defense and security.

According to Clause 3 Article 76 of Decree No. 96/2026/ND-CP, the economic organization in which the foreign investor purchases capital contributions shall submit 01 set of registration dossier for the purchase of capital contributions to the investment registration authority where the economic organization's head office is located. The dossier includes:

- A written registration for the purchase of capital contributions by the foreign investor (Form I.1.13 issued together with Circular No. 55/2026/TT-BTC)

- Documents on the legal status of the individual or organization purchasing the capital contributions and the economic organization in which the foreign investor purchases capital contributions;

- A written agreement in principle on the purchase of capital contributions between the foreign investor and the economic organization in which the foreign investor purchases capital contributions, or between the foreign investor and shareholders or members of such economic organization;

- Information on documents proving land use rights for competent state agencies to look up on the database or a copy of the Certificate of land use rights of the economic organization in which the foreign investor purchases capital contributions (for the case specified in Point b Clause 4 Article 75 of this Decree).

3.3. Regulations on the Investment Registration Certificate

According to Point c Clause 2 Article 26 of the Law on Investment 2025, the form of investment by purchasing capital contributions in an economic organization is not subject to the procedures for issuance of an Investment Registration Certificate.

4. Provisions of the Law on Enterprises regarding the transfer of capital to foreign investors

4.1. Subjects restricted from the right to purchase capital

According to Clause 3 Article 17 of the Law on Enterprises 2020, organizations and individuals have the right to purchase capital contributions in limited liability companies and partnerships in accordance with the provisions of this Law, except for the following cases:

(i) State agencies and people's armed forces units using state assets to contribute capital to enterprises to seek private profits for their own agencies or units;

(ii) Subjects not allowed to contribute capital to enterprises as prescribed by the Law on Officials and Public Servants, the Law on Public Employees, and the Law on Anti-Corruption, except for cases carried out in accordance with the provisions of the law on science, technology, innovation, and national digital transformation.

4.2. Procedures at the Business Registration Authority

The transfer of capital contributions in a one-member limited liability company to a foreign investor will alter the ownership structure, leading to two different legal scenarios:

Scenario 1: Partial transfer of capital (Conversion of enterprise type)

Due to the appearance of new members, the company must convert into a limited liability company with two or more members. The dossier under Clause 2 Article 26 of Decree No. 168/2025/ND-CP includes:

-  Application for enterprise registration - Limited liability company with two or more members (Form No. 3 of Circular No. 68/2025/TT-BTC);

- Company's Charter;

- List of members of the limited liability company with two or more members (Form No. 6 of Circular No. 68/2025/TT-BTC);

- List of beneficial owners of the enterprise (if any) (Form No. 10 of Circular No. 68/2025/TT-BTC);

­- Copies of the following documents:

+ Legal documents of the individual for members who are individuals, and the legal representative;

+ Legal documents of the organization for members that are organizations and the document appointing the authorized representative; legal documents of the individual for the authorized representative of the member that is an organization.

For members that are foreign organizations, copies of the organization's legal documents must be consularly legalized.

+ Document from the Investment Registration Authority approving the purchase of capital contributions by foreign investors or foreign-invested economic organizations in cases where procedures for registration of capital contribution, purchase of shares, or purchase of capital contributions must be carried out in accordance with the Law on Investment.

- Transfer contract or documents proving the completion of the transfer in the case of transferring capital contributions.

Scenario 2: Full transfer of capital (Change of owner)

The transferee shall submit a registration dossier for change of enterprise registration contents to the provincial-level Business Registration Authority where the company's head office is located (Clause 1 Article 46 of Decree No. 168/2025/ND-CP):

- Copies of the organization's legal documents and a copy of the document appointing the authorized representative in case the transferee is an organization. For owners that are foreign organizations, copies of the organization's legal documents must be consularly legalized;

- Capital contribution transfer contract or documents proving the completion of the transfer;

- Copy of the document from the Investment Registration Authority approving the purchase of capital contributions by foreign investors or foreign-invested economic organizations in cases where procedures for registration of capital contribution, purchase of shares, or purchase of capital contributions must be carried out in accordance with the Law on Investment.

The transfer of capital contributions in a one-member limited liability company to a foreign investor not only changes the ownership of the enterprise but can also lead to a change in the legal status of the enterprise under the provisions of investment and enterprise laws. Therefore, the parties must pay special attention to satisfying market access conditions, carrying out procedures for registration of the purchase of capital contributions (if falling under the case requiring registration), as well as completing procedures for changing enterprise registration contents in accordance with regulations. Preparing a complete dossier and following the correct legal order will help limit legal risks, protect the lawful rights and interests of the parties participating in the transaction, and at the same time create a foundation for stable and effective investment and business operations after the completion of the transfer.