Share and Capital Transfer for Foreign-Invested Companies in Vietnam

A comprehensive solution for M&A and the restructuring of FDI enterprises.

During operations, foreign-invested enterprises (FDI) often need to transfer shares or capital contributions in order to restructure their operations, change their ownership structure, attract new investors, or carry out mergers and acquisitions (M&A). Capital transfers in FDI enterprises involve numerous legal requirements relating to investment, enterprise law, tax, and foreign exchange control — if the process is not followed correctly, the enterprise may face difficulties in recording the transaction or amending its licenses, or incur unwanted legal and tax risks.

With a team of experienced specialists in foreign investment, corporate legal matters, and M&A advisory, we provide a full-package share and capital-contribution transfer service, helping clients complete transactions quickly, safely, and in full compliance with Vietnamese law.

Share and capital transfer dossier

Depending on the specific case, the transfer dossier may include:

• The share or capital-contribution transfer agreement.
• Legal documents of the transferor and the transferee.
• The enterprise's resolutions, decisions, and meeting minutes.
• The list of shareholders or members after the transfer.
• The dossier for amending the IRC and ERC.
• Documents proving the investor's legal and financial capacity.
• The registration dossier for capital contribution or share purchase under investment law.

We help clients prepare the complete dossier, review the legality of the transaction, and carry out the necessary procedures to ensure the transfer is completed smoothly and safely.