Transfer of capital contribution in a Vietnamese LLC: offer first, register within 10 days

The transfer of capital contribution in a Vietnamese limited liability company (LLC) follows a fixed order: check the charter and the register of members, offer the stake to the other members (in an LLC with two or more members), sign the transfer agreement and settle payment, deal with tax, and register the change of members with the provincial business registration office within 10 days of the change. The registration office then has 3 working days from receipt of a valid file to issue a new Enterprise Registration Certificate (Article 45(9) of Decree 168/2025/ND-CP).

Two points are often missed. First, in an LLC with two or more members, a member who wants to sell to an outsider must first offer the stake to the remaining members and wait 30 days. Second, member rights and obligations pass to the buyer only when its details are fully entered in the register of members, not when the agreement is signed: until then the seller keeps its rights and obligations toward the company (Article 52(2) of the Law on Enterprises). This guide covers LLCs; shares in a joint-stock company follow different rules (Articles 120 and 127), see the article on share transfers in a joint-stock company. Tax is in the companion article on tax on the transfer of capital contribution.

Transfer of capital contribution in a Vietnamese LLC: the steps in order#

1. Check the charter, the register of members and what the seller has paid in. A member disposes of its stake, including by transfer, "in accordance with law and the company's charter" (Article 49(1)(e)), and the stake may be transferred only under Articles 51, 52 and 53 (Article 46(1)), so read the charter for any added rules. "Capital contribution" covers assets contributed and assets committed to be contributed (Article 4(27) of the Law on Enterprises), so confirm whether the seller has paid in full (see the note below the list).
2. Offer the stake to the remaining members if the company has two or more members (next section).
3. Sign the transfer agreement (contents and notarisation are covered below).
4. Pay and document completion of the transfer, usually a settlement record with proof of payment. The registration file accepts "the transfer agreement or documents proving completion of the transfer" (Article 45(2)(c) of Decree 168/2025/ND-CP).
5. Pay tax before the member list is changed. An individual seller must complete the personal income tax obligation before the company changes the member list; if the company processes the change while the seller has not paid, the company must declare and pay on the seller's behalf (Article 56(5) of Decree 253/2026/ND-CP). A Vietnamese organisation or resident individual seller must also complete its tax obligations (Article 17(6)(a) of the Law on Tax Administration 108/2025/QH15); where the seller is a foreign organisation or non-resident foreign individual, the transferee withholds and pays (point b). Calculation is in the capital transfer tax article (individual sellers) and the article on corporate income tax on capital transfer (organisations and foreign sellers).
6. Register the change of members with the provincial business registration office where the company is headquartered (Article 31(1) of Decree 168/2025/ND-CP), within 10 days of the change (Article 30(2) of the Law on Enterprises).
7. Update the register of members and the beneficial-owner information if it has changed (see the last section).

Capital that has not been paid in, or not paid in full. The law has no dedicated clause on transferring unpaid capital (on a capital increase, Article 68(2) only says a member may transfer its right to contribute under Article 52). For capital committed at formation, a member must pay in full within 90 days of the Enterprise Registration Certificate; after that, a member who has paid nothing automatically ceases to be a member, the unpaid part is offered under a Members' Council resolution, the company must register the change of charter capital within 30 days of the last day for full payment, and a member who has not paid in full remains liable, in proportion to its committed stake, for financial obligations arising before that registration (Article 47(2) to (4)). State in the agreement who bears the obligation to pay the balance.

The file can be submitted in person, by post or online. If the person who signs the application authorises someone else to file, then from 23 July 2026 both must complete electronic authentication; without an electronic identity account, the file must include a copy of the principal's valid identity document (Article 12(5) of Decree 168/2025/ND-CP as amended by Article 2 of Decree 296/2026/ND-CP). A power of attorney to an individual need not be notarised or certified (Article 12(1)).

Where the buyer is a foreign investor, an extra step usually sits between steps 3 and 6: registering the contribution or purchase with the investment registration authority before the change of members, in the three cases under Article 21(3) of the Law on Investment 143/2025/QH15 (the authority has 10 working days from receipt of a valid file). The three cases, the file and the foreign buyer's documents are in the article on foreign investor buying shares or an LLC stake.

How must a transfer of capital contribution be offered to the other members first?#

In a transfer of capital contribution in an LLC with two or more members, a member may transfer part or all of its stake but must go through two stages (Article 52(1) of the Law on Enterprises, point (a) as amended by Article 1(15) of Law 76/2025/QH15):

• Stage 1: offer the stake to the remaining members, in proportion to their respective stakes in the company, on identical terms.
• Stage 2: if the remaining members do not buy, or do not buy all of it, within 30 days of the offer, the seller may transfer it to a non-member on the same terms that were offered to the members.

Article 52(1)(a) does not carve out a buyer who is already a member; the prudent course is still to offer to all remaining members (our recommendation).

"Identical terms" must be read strictly: if an outside buyer gets a lower price, longer payment terms or extra benefits that the members were not offered, the offer step was not properly carried out. The Law on Enterprises does not set out a specific consequence for skipping this step, but because it is a condition the law attaches to the right to transfer, a sale to an outsider, especially one signed before the offer, is exposed to challenge by the remaining members and the process may have to restart at the offer. The law does not prescribe the form of the offer; we recommend a written offer with confirmation of receipt, stating the price, payment method and the 30-day period, kept as evidence (our recommendation, not a statutory requirement).

The offer-first rule does not apply in three cases that Article 52(1) itself carves out:

• The company cannot pay when a dissenting member asks it to buy back the stake (Article 51(4)): the member may freely transfer to another member or to an outsider.
• Gift of the stake (Article 53(6)): a recipient who is a statutory heir of the donor under the Civil Code automatically becomes a member; anyone else becomes a member only if the Members' Council approves.
• Use of the stake to settle a debt (Article 53(7)): the recipient becomes a member if the Members' Council approves, or offers and transfers the stake under Article 52. A recipient who does not become a member and resells must still follow Article 52.

A sale to a relative is therefore still a sale and still requires the offer; only a gift under Article 53(6) takes the other route.

How does a transfer of capital contribution work in a single-member LLC?#

A single-member LLC has no other members to offer the stake to, so the offer step does not exist. The owner decides on transferring part or all of the charter capital to another person (Article 76(1)(h) and (2)). There are two scenarios:

• Sale of the entire capital to one buyer. The company stays a single-member LLC with a new owner. The buyer files the registration (Article 46(1) of Decree 168/2025/ND-CP); the application is signed by the former owner and the new owner (or their legal representatives, where they are organisations).
• Sale of part of the capital, or several buyers. The company then has more than one owner, so it must reorganise its governance under the corresponding type of company and register the change within 10 days of completing the transfer (Article 78(1)).

In the reverse direction, if a transfer in a company with two or more members leaves only one member, the company must switch to the single-member structure and register within 15 days of completing the transfer (Article 52(3)). The 10-day and 15-day deadlines are easy to confuse.

What documents go into the registration file for a change of members?#

For an LLC with two or more members, Article 45(2) of Decree 168/2025/ND-CP lists the file for a change of members by transfer:

1. An application for registration of changes to enterprise registration particulars.
2. The list of members, signed by the new member and the member whose stake changes. Members whose stake is unchanged do not have to sign.
3. The transfer agreement or documents proving completion of the transfer.
4. If the new member is an organisation: a copy of its legal documents and a copy of the document appointing its authorised representative. For a foreign organisation, the legal documents must be consularly legalised.
5. If the buyer is a foreign investor that must register the contribution or purchase first: a copy of the investment registration authority's approval document (Article 45(2), last item), unless the registration office can retrieve it from a database.

Three points to note:

• There is no Members' Council resolution in this list. The list in clause 1 (admitting a new member through a capital increase, or selling unpaid capital under Article 47(3)(c)) includes a Members' Council resolution; the list in clause 2 (transfer) does not. A resolution is needed only where law or the charter requires it, for example to approve a donee who is not a statutory heir (Article 53(6)).
• Proof of tax payment is not a registration document under Article 45(2), but tax remains tied to the process because a company that processes the change before the individual has paid must declare and pay for the individual (step 5). In our view, the company should control this risk before signing the file.
• Foreign-language documents need a Vietnamese translation (Article 10(2) of Decree 168/2025/ND-CP), with the translator's signature certified from 23 July 2026 (Article 19(1) of Decree 296/2026/ND-CP). Consular legalisation and Apostille for a foreign buyer's documents are in the article on foreign investor buying shares or an LLC stake.

Is notarisation needed for a capital contribution transfer agreement, and what should it say?#

The Law on Enterprises and Decree 168/2025/ND-CP do not require a capital contribution transfer agreement to be notarised; the registration file only needs "the transfer agreement or documents proving completion of the transfer". Article 3 of the Law on Notarisation 46/2024/QH15 makes notarisation compulsory only for transactions that a law, or a Government decree under a law, requires to be notarised, and we found no law placing the transfer of an LLC capital contribution in that group; Articles 119 and 129 of the Civil Code likewise attach consequences to form only where a law prescribes a form. Notarisation or certification of signatures is an option to strengthen the evidence; we have not checked the list of transactions requiring notarisation that the Ministry of Justice publishes.

Our practical suggestion (the law prescribes no mandatory contents) for what the agreement should contain:

• The seller, the buyer and the company; the stake transferred (value and percentage of charter capital) and its paid-in status.
• Price, payment method and timing, and the time at which membership rights pass.
• Seller's warranties that it owns the stake free of pledges and disputes and that the offer to the other members has been carried out.
• Allocation of tax and costs, and an obligation to cooperate in the registration.
• Governing law and dispute resolution. Where a party is a foreign investor, a bilingual version stating which language prevails is advisable.

For an individual seller, the transfer price is the amount received under the agreement, but the tax authority may reset it if it is not in line with the prevailing market price (Article 53(2) of Decree 253/2026/ND-CP); the agreement price should therefore reflect the real deal. A buyer should also carry out due diligence before signing, because it takes on the risk of the company's undisclosed liabilities in proportion to the stake it holds; see due diligence in Vietnam.

Deadlines and fines for late registration of a transfer of capital contribution#

Item	Deadline	Basis
Offer to remaining members, waiting period	30 days from the offer	Article 52(1)(b), Law on Enterprises
Registration of changes to enterprise registration particulars	10 days from the change	Article 30(2), Law on Enterprises
Only one member left after the transfer	15 days from completion of the transfer	Article 52(3)
Registration office processes a valid file	3 working days from receipt	Article 45(9), Decree 168/2025/ND-CP

The law does not define "the date of the change" for a change of members; Article 52(3) and Article 78(1) count from completion of the transfer. The prudent course (our recommendation) is to count from the earliest date on which the transfer can be treated as completed, usually the date payment is completed or the date the agreement says rights pass, and to file before that deadline.

Late registration of the change of members is fined under Article 44 of Decree 122/2021/ND-CP, as amended by Decree 288/2026/ND-CP (in force from 21 July 2026): a warning for 1 to 10 days late; VND 10 to 20 million for 11 to 30 days; VND 30 to 40 million for 31 to 90 days; VND 50 to 60 million for 91 days or more; and VND 30 to 70 million for failing to register at all, together with an order to register.

After the change of members is registered: what remains#

• Register of members. The company must update the register promptly on request of the member concerned, in line with the charter (Article 48(3)). Failing to enter a contributor's full details in the register is fined VND 40 to 70 million under Article 52(2) of Decree 122/2021/ND-CP, as amended by Article 5 of Decree 288/2026/ND-CP. The register must record the number and issue date of each member's capital contribution certificate (Article 48(2), last item); the Law on Enterprises has no specific rule on withdrawing or reissuing the certificate on a transfer (Article 47(6) and (7) cover only its contents and reissue when lost or damaged), so follow the charter.
• Beneficial owners. If, after the transfer, the beneficial-owner information or the declared ownership percentage changes (for example, an individual directly or indirectly holds 25% or more of charter capital), the company must notify the change within 10 days (Article 52(1) of Decree 168/2025/ND-CP). The criteria, including control in fact, are in Article 17 of Decree 168/2025/ND-CP as amended by Article 3 of Decree 296/2026/ND-CP; see the handbook entry on the beneficial owner.
• Records and counterparties. Keep the transaction file with the tax records, and review licences, major contracts and bank accounts, since some terms may depend on ownership.
• FDI projects. If the company is the investor of a foreign-invested project, check whether the deal changes the Investment Registration Certificate; see the handbook entry on the IRC.

Frequently asked questions on the transfer of capital contribution#

Must a sale to another member or a relative be offered to the other members first? For a relative outside the company, yes: a sale to a relative is still a transfer, and only a gift under Article 53(6) is carved out. For a buyer who is already a member, the law carves nothing out, so the prudent course is still to offer to all remaining members.

What is the fine for registering a change of members late? A warning for 1 to 10 days; VND 10 to 20 million for 11 to 30 days; up to VND 50 to 60 million for 91 days or more (all bands are in the section on deadlines and fines).

Can only part of the stake be transferred? Yes; Article 52(1) allows transfer of part or all. The file is the same; for a single-member LLC, selling part also changes the structure (Article 78(1)).

Once the agreement is signed and paid, does the buyer already have member rights? Not necessarily. The seller keeps its rights and obligations toward the company until the buyer's details are fully entered in the register of members (Article 52(2) of the Law on Enterprises); Article 47(5) also ties membership to payment and entry in the register. The law does not say whether the entry must come before or after the registration filing.

LexData's capital contribution and share purchase service covers checking the transfer restrictions, drafting the agreement and internal documents, registering the contribution or purchase for foreign investors and registering the change of members.