Question: How is the transfer of capital contribution by foreign investors in a Limited Liability Company (LLC) in Vietnam currently regulated?
- Legal Basis:
- Company’s Charter;
- Law on Enterprises 2020: Articles 49, 52;
- Law on Investment 2020.
- Right to Transfer Capital Contribution:
Investors have the right to transfer part or all of their capital contribution to others under the conditions stipulated in the company’s Charter and the Law on Enterprises 2020.
- Transfer Procedures:
When intending to transfer capital, the investor must offer their capital contribution to the remaining members in proportion to their shares in the company, under the same terms of sale.
The investor must notify the Members’ Council in writing about the transfer, including the transfer conditions and the offering price.
- Time Limit Provisions:
Within 30 days from the date of receiving the notice, the remaining members have the right to purchase the capital contribution proportionate to their shares in the company.
If, after this period, the remaining members do not purchase or do not purchase enough, the investor has the right to transfer the capital contribution to external parties under the same terms offered to the remaining members.
- Regulations on the Transfer Contract:
The transfer of capital contribution must be made in writing, signed by the relevant parties, and executed in the form of a capital transfer contract.
The transfer contract must be retained at the company’s headquarters and recorded in the members’ register.
- Registration of Member Changes:
The procedure for obtaining approval from the Department of Planning and Investment for the purchase of capital contribution from foreign investors must be completed.
After completing the transfer, the company must register the member change within 15 days from the date of completion of the transfer.
