Contributing capital or buying shares is the fastest gateway for a foreign investor into an operating Vietnamese company, but also the gateway with the most layers of screening: the sector’s market-access conditions, the post-transaction ownership ratio, and sensitive land factors. This article follows the exact sequence of a properly run deal, from preconditions to the final registration step.
The legal framework
Investment Law 143/2025/QH15 recognises capital contribution and the purchase of shares or capital contributions as a formal investment form for foreign investors, with the core condition that the transaction satisfy market-access conditions for conditional sectors under the restricted market-access list issued with Decree No. 96/2026/ND-CP, including any ownership ceiling the sector carries.
In three cases the investor must register the capital contribution or share purchase with the investment registration authority before the company changes members or shareholders: the transaction falls in a sector conditional for foreign investors; the transaction takes the foreign investor and its related persons above 50 percent of charter capital; and the target holds land use right certificates on islands, in border or coastal communes, or in areas affecting national defence and security.
After completion, the company registers the change of enterprise registration contents under Decree No. 168/2025/ND-CP on enterprise registration, and the transaction money — capital contributions or transfer price payments — must flow through the investment capital account under Circular No. 38/2026/TT-NHNN at an authorised bank.
Applied analysis and a practical example
A standard deal runs in six steps: legal due diligence on the target; checking market-access conditions and whether the deal falls in a registration case; negotiating and signing the contract with conditions precedent; filing the capital contribution and share purchase registration if required; paying through the investment capital account; and finally registering the member or shareholder change and updating internal registers.
Investor conditions go beyond sector: the investor needs valid legal status, provable funding sources, and compliance with sector law where the target operates in areas such as banking, securities, insurance, education or healthcare, where sub-licences and major-shareholder fitness standards can impose conditions beyond the general investment frame.
The most common mistake is signing and paying before the registration duty is identified: where registration is mandatory and no approval document exists, the shareholder change registration stalls and money already moved becomes hard to unwind. The registration approval, where required, should therefore be a condition precedent to disbursement in every foreign capital contribution or share purchase contract.
Practical example: A Taiwanese electronics supplier bought 30 percent of its Vietnamese distributor in Bac Ninh and nearly skipped registration because the stake was a minority. The sector check showed the distributor’s trading activities were conditional for foreign investors, so a registration filing was made and approved first; the subsequent shareholder change then registered without a single query.
Action checklist
- Diligence the target legally before final pricing
- Match the sector against the restricted market-access list
- Determine whether the deal hits the three registration cases
- Make registration approval a condition precedent to payment
- Route all payment through the investment capital account
- Register the member or shareholder change and update registers
Deeper notes
Distinguish contributing new capital that increases charter capital from buying shares or stakes from existing holders: the two deals have different money flows — into the company or into the selling shareholder’s pocket — and different enterprise registration, tax and capital account treatment, so the contract must describe the transaction’s true nature for every authority’s file to align.
Investors should also map the target’s licences after the deal: some sub-licences attach conditions to ownership structure or require notice when a major shareholder changes, and that review belongs in legal due diligence, not after closing when a licence suddenly needs reissuing.
Frequently Asked Questions
What conditions must a foreign investor meet to contribute capital or buy shares in Vietnam?
The core conditions are: the target’s sector must be open to foreign investors under the restricted market-access list, with any ownership ceiling respected; the investor must have valid legal status and provable funding; the deal must satisfy sector law where the target holds sub-licences; and transaction money must move through the investment capital account. Only when all these layers are satisfied can the shareholder change be fully registered.
What is the step-by-step procedure in detail?
The sequence is: legal due diligence on the target; market-access check and identification of any registration duty; negotiation and signing with conditions precedent; filing the capital contribution and share purchase registration where required and obtaining the approval document; payment through the investment capital account; and registration of the member or shareholder change under Decree No. 168/2025/ND-CP with updates to the company’s internal registers.
When is state approval required?
Registration approval is required in three cases under Investment Law 143/2025/QH15 and Decree No. 96/2026/ND-CP: the target operates in a sector conditional for foreign investors; the transaction takes the foreign investor and related persons above 50 percent of charter capital; or the target holds land use rights on islands, in border or coastal areas, or in areas affecting national defence and security. Outside these cases, the investor proceeds with the transaction and the change registration as an ordinary enterprise procedure.
This article has been quality-reviewed by the FLAW AI Legal Council