Overview
What should you check before a capital contribution or share purchase in Vietnam?
Capital transfers look simple but often go wrong at the first step. In an LLC with two or more members, a member must first offer the capital to the other members and may sell to outsiders only if they do not buy all of it within 30 days (Clause 1, Article 52 of the Law on Enterprises No. 59/2020/QH14). In a joint stock company, for 3 years from the enterprise registration, founding shareholders’ ordinary shares may be sold to non-founders only with the approval of the general meeting of shareholders, and a founder planning the transfer has no vote on it (Clause 3, Article 120).
Where the buyer is a foreign investor, the deal may need prior registration with the investment registration authority before the change of members or shareholders: when it increases foreign ownership in a sector with conditional market access, when it results in foreign ownership above 50% in the cases set by law, or when the company holds land in areas sensitive to defence and security (Clause 3, Article 21 of the Law on Investment No. 143/2025/QH15). The authority reviews the file and notifies the result within 10 working days of a valid application; where the company holds land in a defence or security area, it also consults the provincial Military Command and Public Security Department within that period (Clauses 4 and 5, Article 76 of Decree 96/2026/ND-CP). Outside these cases the investor may still choose to register (Clause 2, Article 76). A foreign investor’s rights and obligations as a member or shareholder arise only when the change of members or shareholders is completed (Clause 6, Article 76).
The buyer becomes a member or shareholder only once its details are entered in the register of members or shareholders (Clause 2, Article 52 and Clause 6, Article 127 of the Law on Enterprises). LexData supports the drafting of the agreement and carries out the filings so that the buyer’s ownership is recorded through the proper procedure.
On timing, an LLC registers a change of members or owner within 10 days of the change, and the business registration office processes it within 3 working days (Clauses 2 and 3, Article 30). A joint stock company only notifies a change of founding shareholders or foreign shareholders, within 10 days (Clauses 2 and 3, Article 31), processed in 3 working days (Clause 4, Article 31); for an unlisted joint stock company, changes to foreign shareholders’ details must also be notified within 3 working days at the latest (Clause 3, Article 176, as amended by Law No. 76/2025/QH15). If a transfer leaves an LLC with one member, the company must be managed as a single-member LLC and register the change within 15 days of completing the transfer (Clause 3, Article 52). In a single-member LLC the owner decides on a transfer of charter capital to others (Point h, Clause 1, Article 76 of the Law on Enterprises), and the right of first refusal in Clause 1, Article 52 does not apply.
