Transfer of shares/contributed capital

Medical work

• In case the Investor is a founding shareholder and holds ordinary shares, within 03 years from the date the company is granted the Enterprise Registration Certificate, the investor is free to transfer ordinary shares to other founding shareholders and may only transfer them to a person who is not a founding shareholder if approved by the The General Meeting of Shareholders and Investors do not have the right to vote on the transfer of such shares (Article 120 of the Law on Enterprises 2020).
• In case the Investor is the founding shareholder and holds the Voting Preference Shares, the Investor is not allowed to transfer such shares to another person, except for the case of transfer under a legally effective judgment or decision of the Court or inheritance (Article 116 of the Law on Enterprises 2020).
• If it does not fall into the above cases and the company’s charter does not stipulate restrictions on the transfer of shares, the investor is free to transfer shares to another person.

– The capital transfer dossier from foreign investors for a joint-stock company includes:

• Notice of change of shareholder information.
• Share transfer contract.
• Minutes of liquidation of the transfer contract.
• Copies of personal legal papers, business registration certificates of Vietnamese individuals or organizations receiving the transfer.
• The list of shareholders is foreign investors, with capital information shown as 0.

Limited liability company

– Limited liability company with two or more members

The Investor must make an offering of the Contributed Capital to other Capital Contributors in proportion to their capital contribution in the company with the same offering conditions. After 30 days, if other Capital Contributors do not purchase or do not buy all of the Capital Contribution, the Investor is entitled to transfer to another person who is not a Capital Contributor with the same conditions for the offering above (Article 52 of the Law on Enterprises 2020).

– Single-member limited liability company

The Investor is free to transfer the charter capital to another person without any restrictions. In case the Investor transfers part of the charter capital to one or more other organizations and individuals, the company must organize the management according to the corresponding type of enterprise, limited liability company with two or more members or a joint-stock company (Article 78 of the Law on Enterprises 2020).

– The capital transfer dossier from foreign investors for a limited liability company includes:

• Notification of change of member (or owner).
• Contract for transfer of contributed capital.
• Minutes of liquidation of the transfer contract.
• List of members (if it is a limited liability company with 2 or more members).
• Copies of personal legal papers, business registration certificates of Vietnamese individuals or organizations receiving the transfer.

The Company reimburses a part of the contributed capital to the Investors

The Company is entitled to reimburse a part of the contributed capital to the Investors according to the proportion of their contributed capital in the company’s charter capital if it has been operating continuously for 02 years or more from the date of issuance of the Initial Business Registration Certificate and ensure full payment of debts and other property obligations after the issuance of the Initial Business Registration Certificate reimbursement to Investors. Accordingly, the company’s charter capital will be reduced accordingly (Articles 68, 87 and 112 of the Law on Enterprises 2020).

In addition, in the case of a joint-stock company, the company has the right to repurchase not more than 30% of the total number of ordinary shares sold, part or all of the sold dividend preference shares. Accordingly, the Board of Directors has the right to decide to repurchase not more than 10% of the total shares of each type sold within 12 months. In other cases, the share repurchase shall be decided by the General Meeting of Shareholders. The Board of Directors shall decide on the share repurchase price (Article 133 of the Law on Enterprises 2020).

The Company acquires all shares/contributed capital of the Investor

Underground companies 

Investors who have voted not to approve the resolution on the reorganization of the company or change the rights and obligations of shareholders specified in the company’s Charter have the right to request the company to repurchase its shares. The request must be sent to the company within 10 days from the date the General Meeting of Shareholders approves the resolution on the issues specified in this Clause. The company must repurchase shares at the request of the investor at the market price or the price calculated according to the principles specified in the company’s charter within 90 days from the date of receipt of the request. In case of failure to reach an agreement on the price, the parties may request a valuation organization to determine the price (Article 132 of the Law on Enterprises 2020).

Limited liability company with two or more members

The Investor has the right to request the company to repurchase its contributed capital if the Investor has voted against the resolution or decision of the Board of Members on the issue

• Amending and supplementing the contents of the company’s charter related to the rights and obligations of members and the Board of members;
• Company reorganization
• Other cases as prescribed in the company’s charter. The request for repurchase of the contributed capital must be in writing and sent to the company within 15 days from the date of approval of the resolution or decision. Within 15 days from the date of receipt of the Investor’s request, the company must repurchase the investor’s contributed capital at the market price or the price determined according to the principles specified in the company’s charter, unless the two parties reach an agreement on the price. The payment is only made if after fully paying the acquired contributed capital, the company still fully pays debts and other property obligations (Article 51 of the Law on Enterprises 2020).

In case the Investor withdraws part or all of the capital from the company in other forms other than those permitted by law, the Investor and related individuals and organizations must be jointly and severally responsible for the company’s debts and other property obligations.

Procedures for capital withdrawal

Step 1: Prepare a capital withdrawal dossier for the capital transfer method

Step 2: Submit the dossier at the Department of Planning and Investment:

After preparing all the necessary documents as listed, the enterprise will submit the dossier to the Business Registration Office, a unit under the Department of Planning and Investment of the province or city where the enterprise is located.

The application process can be done directly at the office or through online form on the National Business Registration Portal.

Within 3 working days from the date of submission of the application, the Business Registration Office will receive and process the application, then will provide feedback to the enterprise.

Above is Kalf’s advice on The method and procedures for withdrawing capital of foreign investors. All of our advice is based on current laws. If customers have any questions and requirements on legal issues, please contact us for timely answers