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Not all foreign investors choose to apply for an Investment Registration Certificate (IRC) and establish a new business. In fact, Contributing capital, purchasing shares, or acquiring equity stakes in operating Vietnamese businesses. It is a popular form of investment that gives investors faster access to the business, licenses, market, and existing team.
From March 1, 2026, This activity is regulated according to Article 21 of the 2025 Investment Law (Law No. 143/2025/QH15), effective from the same day, and detailed instructions are provided at Decree 96/2026/ND-CP, Issued on March 31, 2026.
The important point is Not all capital contribution or share purchase transactions by foreign investors require registration procedures.. Depending on the case, investors may need to register before executing a transaction or simply complete the business registration information update procedure after completion. This article provides a detailed analysis. Procedures for foreign investors to contribute capital and purchase shares., This includes information on cases requiring registration, applicable conditions, required documents, and processing times.
Three forms of foreign investor capital contribution.
According to current regulations, foreign investors can contribute capital to Vietnamese economic organizations in the following forms:
- Purchase shares in an initial public offering or additional share issuance. of a joint-stock company;
- Contributing capital to a limited liability company or a partnership company.;
- Contributing capital to other economic organizations. It does not fall under either of the above two cases.
In addition, foreign investors can also acquisition Shares, capital contributions from existing shareholders or members of the enterprise.
Regardless of the form, the general principle is: investors must meet the conditions and carry out the procedure for changing members and shareholders. in accordance with the relevant legal regulations for each type of economic organization. The full text of the 2025 Investment Law can be found here. Law Library.
When is it necessary to register capital contributions or share purchases?
This is the most important question, as it determines whether your transaction will take an additional 10 business days.
Three cases requiring registration (Clause 3, Article 21 of the 2025 Investment Law)
Economic organizations with foreign investors contributing capital, purchasing shares, or purchasing equity stakes. Registration procedures must be completed. when a transaction results in one of the following situations:
Case 1 – Increasing the foreign ownership ratio in enterprises operating in sectors with conditional market access.
If the target business is operating in a sector or industry listed in the List of sectors and industries with restricted market access for foreign investors, then all transactions that increase the foreign ownership ratio must be registered – even if the ratio remains low.
Case 2 – Exceeding or continuing to increase above the 50% threshold of charter capital.
Specifically, there are two situations:
- Increase the percentage of charter capital owned by foreign investors. from below or equal to 50% to above 50%;
- Increase ownership stake when foreign investors already owns over 50% charter capital of an economic organization.
The entities included in the calculation are both foreign investors and economic organizations with foreign investment capital falling under points a, b, and c of Clause 1, Article 20 of the 2025 Investment Law. The 50% threshold is also the deciding boundary. Foreign investors must apply for an IRC (Investment Regulatory Commission) for the amount of capital they contribute. when a business launches a new investment project.
Case 3 – The target enterprise has a land use right certificate in a sensitive area.
This includes land on islands; communes, wards, and special zones in border areas; coastal communes and wards; and other areas affecting national defense and security.
For all other cases: simply change the business registration.
In addition to the three cases above, economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions include: Simply complete the procedure for registering changes in members or shareholders at the business registration authority. According to business law.
However, if the business there is a need, However, it is still possible to proactively carry out the capital contribution registration procedure at the investment registration authority. In fact, many buyers require this as a prerequisite in the contract, because the approval document from the investment registration authority is solid legal evidence for the transaction – especially when there are disputes over ownership ratios or when the business plans to raise further capital.
Case summary table
| Situation | Is registration required for capital contribution? | Receiving agency |
| Sectors with conditional market access, increasing foreign ownership ratio. | Have | Investment registration authority |
| From ≤50% to over 50% charter capital | Have | Investment registration authority |
| Already above 50%, and continuing to increase. | Have | Investment registration authority |
| Businesses that own land use rights in islands/border areas/coastal areas/defense and security zones. | Have | Investment registration authority |
| Unconditional occupations, foreign worker ratio below 50% | Optional | Business registration authority |
Application for capital contribution, share purchase, or equity purchase.
Economic organization submits 01 set of documents give investment registration authority where the economic organization has its head office. The file includes:
Document for registering capital contribution, share purchase, or equity purchase., with the following required content:
- Information regarding the business registration of the economic organization in which the foreign investor intends to contribute capital;
- Industry/Business Sector;
- List of owners, members, and founding shareholders; list of owners, members, and shareholders who are foreign investors (if any);
- The percentage of charter capital owned by foreign investors before and after when contributing capital, purchasing shares, or purchasing equity stakes;
- Expected transaction value of contracts for capital contribution, share purchase, or purchase of capital contributions;
- Information about the economic organization's investment project (if any).
Documents regarding legal status of individuals and organizations contributing capital, and of economic organizations receiving capital contributions.
Agreement in principle Regarding capital contributions, share purchases, and equity purchases – between foreign investors and economic organizations, or between foreign investors and shareholders/members of those economic organizations.
Information regarding documents proving land use rights. For state agencies to search the database, or a copy of the Land Use Right Certificate – this only applies to cases where the enterprise owns land on islands, border communes/wards/special zones, coastal communes/wards, and other areas affecting national defense and security. Exception: No payment is required if the economic organization implements the project in an industrial park, export processing zone, high-tech zone, or economic zone as specified in point b, clause 4, Article 75 of Decree 96/2026/ND-CP.
Processing time
Normal case – 10 business days
For the first two cases (businesses with conditional market access and a threshold above 50% charter capital), within the timeframe 10 working days From the date of receiving a valid application, the investment registration authority will review whether the capital contribution conditions under Clause 2, Article 21 of the 2025 Investment Law and Clause 4, Article 75 are met. Decree 96/2026/ND-CP, then inform the investors.
The notification document was sent to chief foreign investors and Economic organization receiving capital contributions.
In cases where land is located in areas affecting national defense and security.
| Step | Job | Duration |
| 1 | The investment registration agency seeks opinions from the provincial military command and the provincial police. | 2 working days from the date of receipt of a valid application. |
| 2 | The Provincial Military Command and Public Security Department respond to questions regarding the conditions for ensuring national defense and security. | 05 working days |
| 3 | The investment registration authority reviews the application and notifies the investor of the results. | 10 working days from the date of receipt of a valid application. |
Key points to note: If the Provincial Military Command or Provincial Police Department does not provide feedback within the 05 working day period, then considered to have agreed This involves meeting conditions to ensure national defense and security. This is a "silence means consent" mechanism that prevents transactions from being indefinitely suspended – part of the trend of shifting from pre-approval to post-approval. VnEconomy This is considered a breakthrough point of Decree 96/2026/ND-CP.
After approval: complete the procedures at the business registration authority.
This is a step that many businesses mistakenly consider a minor procedure, but in reality... determining the point at which ownership arises.
After a foreign investor is approved to contribute capital, purchase shares, or acquire equity stakes, the economic organization carries out the necessary procedures. Changes to members and shareholders at the business registration authority. in accordance with the law on enterprises and the laws corresponding to each type of business.
The rights and obligations of foreign investors as members or shareholders of an economic organization are only established WHEN the procedures for changing members or shareholders are COMPLETED. – not from the time the contract is signed, nor from the time the approval document is received from the investment registration authority.
Practical consequence: if an M&A contract stipulates that the buyer has the right to vote or receive dividends immediately after payment, before the shareholder registration is completed, then those rights are not enforceable against third parties.
Three practical issues need to be addressed simultaneously.
Cash flow must go to the correct capital account.
Payment for the purchase of shares or capital contributions must be made through an investment capital account opened at a licensed bank in Vietnam (Direct Investment Capital Account – DICA, or Indirect Investment Capital Account – IICA, depending on the nature of the transaction) in accordance with foreign exchange management laws. Transferring funds through the wrong channel is a difficult error to rectify and may hinder the transfer of profits or capital abroad later on. See also: Do FDI companies need to open an investment capital account?.
Tax obligations of the transferor
Transactions involving the repurchase of shares or capital contributions from existing shareholders/members give rise to tax obligations. transferor (Corporate income tax or personal income tax on capital/securities transfer, depending on the entity and type of business). In the M&A contract, it is necessary to clearly specify which party is responsible for declaring, paying, and providing documentation – this is a common source of disputes after the transaction is closed.
Sub-licenses and business conditions of the target enterprise
If the target business is currently holding sub-licenses (In sectors such as food safety, education, healthcare, tourism, construction, and retail distribution), a change in ownership structure to foreign investors may necessitate adjustments or re-issuance of licenses, and even require meeting additional market access conditions under international commitments. This review should be conducted before signing the contract, not afterward.
M&A and equity advisory services for foreign investors at MAN
The biggest risk in equity and share purchase transactions doesn't lie in the documentation, but in the process itself. Identify the correct type of transaction. Right from the start: incorrect identification leads to either wasted time on unnecessary procedures or the omission of mandatory procedures, rendering the transaction invalid in terms of registration.
MAN – Master Accountant Network provides support for:
- Review the target company's business activities, ownership structure, and land status to determine whether the transaction requires registration.;
- Drafting the capital contribution registration document, the agreement in principle, and the complete set of documents in accordance with Decree 96/2026/ND-CP;
- The representative will work with the investment registration authority and the business registration authority.;
- Synchronize the processing of procedures for changing members and shareholders, and updating subsidiary licenses after the transaction;
- Consultation on capital transfer tax obligations and investment capital account procedures.
Frequently Asked Questions about Foreign Investors' Equity Contributions
Is approval required to purchase 30% shares of a regular trading company?
If the company's business is not in the category of conditional market access, the company does not own land in a sensitive area, and the foreign ownership ratio after the transaction does not exceed 50%, then optional Registering capital contribution. Simply complete the shareholder change procedure at the business registration authority.
I already own 60%. If I buy another 10%, do I need to register again?
Yes. Increasing the ownership stake when a foreign investor already holds more than 50% of the charter capital is still subject to registration requirements.
Where do I submit my capital contribution registration application?
At the investment registration agency where economic organization receiving capital contributions The head office is located in the same place as the foreign investor's residence or registration.
What is the actual processing time?
The regulation stipulates 10 working days from the date of receipt. valid documents. In reality, the timeframe largely depends on the quality of the initial application; any additional documents required will restart the time calculation.
How is contributing capital or purchasing shares different from applying for an International Regulatory Commission (IRC) to establish a new company?
Contributing capital or purchasing shares is an investment in an existing business, with simpler procedures and in many cases not requiring an Investment Regulatory Commission (IRC). Applying for an IRC is a procedure for establishing a new investment project, with a longer process but allowing investors to design the structure, business lines, and incentives from the outset. See also: What is the difference between IRC and ERC?.
After approval, how long does it take to complete the shareholder change?
Business law stipulates a deadline for registering changes to business registration details. This should be done immediately, as the rights of foreign investors only arise upon completion of this step.
