1. What is capital contribution using land use rights?

According to Clause 10, Article 3 Land Law 2013 Transfer of land use rights is the transfer of land use rights from one person to another through the forms of conversion, transfer, inheritance, donation of land use rights and capital contribution with land use rights.

Thus, capital contribution with land use rights is one of the forms of land use rights transfer.

2. Do I need to carry out procedures to transfer land use rights to the company when contributing capital with land use rights?

According to Article 35 Enterprise Law 2020 stipulates that members of limited liability companies, partnerships and shareholders of joint stock companies must transfer ownership of assets contributed as capital to the company according to the following regulations:

- For assets with registered ownership or land use rights, the capital contributor must carry out procedures to transfer ownership of that asset or land use rights to the company according to the provisions of law. The transfer of ownership and land use rights for assets contributed as capital is not subject to registration fees;

- For assets whose ownership rights are not registered, capital contribution must be made by handing over and receiving the contributed assets with confirmation by minutes, except in cases where it is done through an account.

Note:Capital contribution is only considered fully paid when the legal ownership of the contributed assets has transferred to the company.

- Assets used in business activities of private enterprise owners do not have to go through procedures to transfer ownership to the enterprise.

- Payment for all activities of buying, selling, transferring shares and capital contributions, receiving dividends and transferring profits abroad of foreign investors must be made through accounts according to regulations. of the law on foreign exchange management, except in cases of payment in assets and other forms not in cash.

Thus, if an individual contributes capital using land use rights, the individual contributing capital must carry out procedures to transfer land use rights to the company according to the provisions of law.

3. Contents of the minutes of delivery and receipt of contributed assets

The minutes of handover and receipt of contributed assets must include the following main contents:

- Name and address of the company's headquarters;

- Full name, contact address, legal document number of the individual, legal document number of the capital contributor's organization;

- Type of assets and number of units of assets contributed as capital; total value of assets contributed as capital and the ratio of the total value of that asset in the company's charter capital;

- Delivery date; Signature of the capital contributor or authorized representative of the capital contributor and legal representative of the company.

(Clause 2, Article 35 Enterprise Law 2020)

4. Conditions for capital contribution using land use rights

According to Article 188 Land Law 2013 The conditions for capital contribution using land use rights are stipulated as follows:

* Land users can exercise the rights to convert, transfer, lease, sublease, inherit, donate, and mortgage land use rights; Contribute capital using land use rights when the following conditions are met:

- Have a Certificate of land use rights, except in the following cases:

+ In cases where all inheritors of land use rights, ownership of houses, and other assets attached to land are foreigners or Vietnamese residing abroad, they are not eligible to buy attached houses. associated with residential land use rights in Vietnam:

The inheritor is not granted a Certificate of land use rights, ownership of houses and other assets attached to land, but can transfer or be given the inherited land use rights.

+ In case of inheriting land use rights, the land user can exercise their rights when they have a Certificate or are eligible to be granted a Certificate of land use rights, ownership of houses and other assets attached to the land. land.

- Land is not in dispute;

- Land use rights are not distrained to ensure judgment enforcement;

- During the land use term.

* The conversion, transfer, lease, sublease, inheritance, donation, mortgage of land use rights, capital contribution with land use rights must be registered at the land registration agency and take effect from the time of registration in the cadastral book.