Our in-depth advisory solution helps investors maximize control over legal risks in M&A transactions while ensuring strict compliance with foreign ownership ratios and market access conditions. With a transparent and time-efficient process, we help investment capital be disbursed quickly and safely.
- Free assessment of capital contribution conditions and ownership ratio
- Registration dossier and transfer agreement preparation
- Application submission and explanation on your behalf
- Approval collection and result handover
- Support for updating members or shareholders on the ERC
What Do You Receive from MGI Consulting’s Capital Contribution, Share Purchase, and Capital Contribution Acquisition Service?
As a legal advisory firm, we carry out procedures under an authorized representation mechanism, ensuring accuracy and strict compliance through the following steps:
Rights Consultation and Conditions Assessment — Free
We advise investors on their rights, including participation in management and operations, regulations on share pledges, foreign currency conversion, and profit remittance overseas.
We also review whether the transaction is subject to mandatory registration, such as cases involving conditional business sectors or foreign ownership reaching 51% or more of charter capital.
Document Preparation and Standardization
We prepare a well-structured legal dossier, including the registration document for share purchase or acquisition of capital contribution portions, financial capacity explanations, and other required documents. The dossier is standardized in accordance with the requirements of the competent state authority.
Application Submission and Explanation on Your Behalf
We represent investors in carrying out the procedure to obtain written approval for capital contribution.
We directly work with the handling officer to explain market access conditions and the origin of investment capital.
Result Collection and Legal Completion
We collect the approval document issued by the Department of Finance.
We also carry out the procedure to amend enterprise registration information, including updating the investor’s name on the Enterprise Registration Certificate, thereby officially legalizing the investor’s ownership.
Cash Flow and Post-Transaction Compliance Advisory
We provide guidance on opening and making payments through the Direct Investment Capital Account in compliance with State Bank regulations.
We advise on capital transfer tax declarations and related legal procedures to protect the investor’s rights when remitting profits overseas in the future.
Pricing for Advisory Services on Foreign Investors’ Capital Contribution, Share Purchase, and Acquisition of Capital Contribution Portions (M&A)
Capital contribution, share purchase, and acquisition of capital contribution portions are relatively complex procedures. Fees may vary depending on the nature and complexity of each case. However, to help clients estimate the expected service fee, we suggest the following basic pricing framework:
For cases where the client only needs support with registration changes based on a predetermined transaction plan, the service fee starts from USD 1,000. This fee includes the application for the Notice of Satisfaction of Conditions for Capital Contribution, Share Purchase, or Acquisition of Capital Contribution Portions by Foreign Investors, also known as M&A Approval, and the fee for amending the Enterprise Registration Certificate.
For other cases requiring advisory support from the initial stage, the service fee will be determined based on MGI’s expert assessment.
MGI Consulting’s 6-Step Process for Capital Contribution, Share Purchase, and Acquisition of Capital Contribution Portions
Step 1: Requirement Intake and Transaction Structuring Consultation
We receive your investment needs and advise on management rights, operating rights, and an optimal capital structure, especially in cases where foreign ownership reaches 51% of charter capital or more.
Step 2: Legal Due Diligence
We review the legal status of the target company, namely the capital recipient, and compare its business lines against WTO commitment schedules to ensure compliance with market access conditions.
Step 3: Registration Dossier Development and Standardization
We draft, translate, and complete the registration dossier for capital contribution, share purchase, or acquisition of capital contribution portions in accordance with the standards required by the competent state authority.
Step 4: Procedure for Obtaining Capital Contribution Approval
We represent investors in working with the investment registration authority, providing explanations on the source of funds and investor status, and obtaining the notice approving the capital contribution, share purchase, or acquisition of capital contribution portions.
Step 5: Enterprise Registration Amendment Procedure
We carry out the procedure to update members or shareholders on the Enterprise Registration Certificate, officially recognizing the investor’s lawful ownership.
Step 6: Cash Flow Control and Tax Obligations
We advise on making payment transfers through the Direct Investment Capital Account in compliance with banking regulations and support capital transfer tax declarations, including Personal Income Tax and Corporate Income Tax where applicable.
Frequently Asked Questions About Foreign Investors’ Capital Contribution, Share Purchase, and Acquisition of Capital Contribution Portions
Q1: What are the common forms of capital contribution, share purchase, and acquisition of capital contribution portions?
Under the 2020 Law on Investment, foreign investors may:
- Purchase shares issued for the first time or additional shares issued by a joint stock company;
- Contribute capital to a limited liability company or partnership;
- Acquire shares or capital contribution portions from existing shareholders or members of a company.
Q2: How long does the M&A Approval procedure take?
By law, the Department of Finance has 15 working days from the date of receipt of a complete and valid dossier to issue either an approval notice or a refusal notice. In practice, the timeline may be extended if the dossier requires further explanation or involves complex business sectors.
Q3: What is the deadline for fully contributing charter capital?
In cases of capital contribution for a newly established company or charter capital increase, members or shareholders must fully contribute capital within 90 days from the date of issuance of the Enterprise Registration Certificate.
Q4: Can the M&A Approval dossier be submitted online?
Yes. Currently, the M&A Approval procedure can be carried out online through the National Public Service Portal or the Foreign Investment Information Portal. This helps save time and improve process transparency.
Q5: If I acquire a Vietnamese company, will I be responsible for its existing tax debts?
Yes. When you purchase shares, you inherit the legal entity together with all of its obligations, including past tax debts and social insurance liabilities. This is why Legal Due Diligence is essential before completing the transaction.
Q6: In which cases must capital contribution be registered with the Department of Finance?
You must register the capital contribution if:
- The company operates in a business sector subject to market access conditions for foreign investors; or
- The capital contribution causes the foreign investor to own 51% or more of the company’s charter capital.