Making investment by contributing capital, buying shares, or buying capital contributions of business organizations

Article 24. Making investment by contributing capital, buying shares, or buying capital contributions of business organizations

bookkeeping-vinasc31. Investors are entitled to contribute capital, buy shares, or buy capital contributions of business organizations.

2. Foreign investors making investment by contributing capital, buying shares, buying capital contribution of business organizations shall comply with regulations in Article 25 and Article 26 of this Law.

Article 25. Methods and conditions for making capital contributions to business organizations, buying shares or capital contributions of business organizations

1. Foreign investors may contribute capital to business organizations in the following manners:

a) Buy shares of joint-stock companies through IPOs or additional issuance;

b) Contribute capitals to limited liability companies and partnerships;

c) Contribute capital to other business organizations not mentioned in Point a and Point b of this Clause.

2. Foreign investors shall buy shares or capital contributions of business organization in the following manners:

a) Buy shares of joint-stock companies from the companies or their shareholders;

b) Buy capital contributions to limited liability companies by their members and become members of limited liability companies;

c) Buy capital contributions to partnerships by partners and become partners;

d) Buy capital contributions to business organizations other than those mentioned in Points a, b, and c of this Clause from their members.

3. The contribution of capital, purchase of shares or capital contributions of foreign investors in the manners in Clause 1 and Clause 2 of this Article must satisfy the conditions in Point a and Point b Clause 1 Article 22 of this Law.

Article 26. Procedures for making investment by contributing capital, buying shares, or buying capital contributions

1. An investor shall follow the register the capital contribution, purchase of shares, or capital contributions in the following cases:

a) The investor contributes capital, buy shares or capital contributions of business organizations engaged in business lines subject to conditions applied to foreign investors.

b) 51% of charter capital of the business organization or more is held by foreign investors and/or business organizations mentioned in Clause 1 Article 23 of this Law after the capital is contributed, or shares/capital contributions are purchased.

2. An application for registration of capital contribution or purchase of shares/capital contribution:

bookkeeping-vinasc1a) A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment;

b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).

3. Procedures for registration of capital contribution or purchase of shares/capital contributions:

a) The investor shall submit the application prescribed in Clause 2 of this Article at the Service of Planning and Investment of the province where the headquarter of the business organization is situated;

b) If the contribution of capital, purchase of shares/capital contributions satisfies the conditions in Point a and Point b Clause 1 Article 22 of this Law, the Service of Planning and Investment shall send a written notification to the investor within 15 days from the day on which the satisfactory application is received in order for the investor to follow procedures for changing shareholders/members as prescribed by law. If conditions are not satisfied, the Service of Planning and Investment shall notify the investor in writing and provide explanation.

4. Investors other than those mentioned in Clause 1 of this Article shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, buying shares/capital contributions of business organizations. If such investors wish to register the capital contribution or purchase of shares/capital contributions, regulations in Clause 3 of this Article shall be followed.