What conditions are required to transfer capital from foreign investors to Vietnamese investors? Through what method will the transferred capital be paid?
The information you provide is not clear about the transfer of capital by foreign investors in what type of company. Depending on the type of business, there are different regulations on capital transfer conditions. As follows:
* The transfer of capital contributions of foreign investors in limited liability companies with two or more members must meet the provisions ofArticle 52 of the Enterprise Law 2020:
- Except for the cases specified in Clause 4, Article 51, Clauses 6 and Clause 7, Article 53 of this Law, members of a limited liability company with two or more members have the right to transfer part or all of their capital contribution. to others according to the following regulations:
+ Offer to sell that capital contribution to the remaining members in proportion to their capital contribution in the company with the same offering conditions;
+ Transfer with the same offering conditions for the remaining members specified in Point a of this Clause to non-members if the remaining members of the company do not buy or do not buy all within 30 days. from the date of offering.
- The transferring member still has the rights and obligations towards the company corresponding to the relevant capital contribution until information about the buyer specified in Points b, c and dd, Clause 2, Article 48 of this Law is obtained. fully recorded in the membership register.
- In case of transferring or changing the capital contributions of members resulting in only one member of the company remaining, the company must organize management in the form of a one-member limited liability company and register on behalf of the company. Change the business registration content within 15 days from the date of completion of the transfer.:
* The transfer of shares by foreign investors in joint stock companies must meet the regulations inArticle 127 of the Enterprise Law 2020:
- Shares are freely transferable, except for the cases specified in Clause 3, Article 120 of this Law and the company's charter has regulations restricting the transfer of shares. In case the company charter has restrictions on the transfer of shares, these regulations are only effective when clearly stated in the shares of the corresponding shares.
- The transfer is carried out by contract or transaction on the stock market. In case of transfer by contract, the transfer documents must be signed by the transferor and transferee or their authorized representatives. In case of transactions on the stock market, the transfer order and procedures are carried out in accordance with the provisions of securities law.
- In case a shareholder who is an individual dies, the shareholder's will or legal heir becomes a shareholder of the company.
- In case a shareholder who is an individual dies without an heir, the heir refuses to inherit or is disinherited, the number of shares of that shareholder will be resolved in accordance with the provisions of civil law. .
- Shareholders have the right to donate part or all of their shares in the company to other individuals or organizations; Use shares to repay debt. Individuals and organizations that are gifted or receive debt repayment in the form of shares will become shareholders of the company.
- Individuals and organizations receiving shares in the cases specified in this Article only become shareholders of the company from the moment their information specified in Clause 2, Article 122 of this Law is fully recorded in the register. shareholder signature.
- The company must register a change of shareholder in the shareholder register at the request of the relevant shareholder within 24 hours of receiving the request according to the provisions of the company's Charter.
Once the conditions specified in Article 52 or Article 127 above have been met,Investors Foreign countries and Vietnamese individuals enter into capital transfer contracts (except for cases of transfer through transactions on the stock market, which apply under securities law).