From 1 March 2026, the Investment Law 61/2020/QH14 expired and was replaced by the Investment Law 143/2025/QH15 (promulgated on 11 December 2025). As a result, the legal framework for the investment form of capital contribution and purchase of shares or capital contributions has changed comprehensively: the conditions, the cases requiring registration, and the procedures have all moved to new provisions, with Decree 96/2026/ND-CP (issued on 31 March 2026) guiding implementation. This article sets out the new framework, comparing it directly with the provisions that changed from the 2020 Law so that investors do not apply outdated rules by mistake.
1. The new legal framework: core changes
- The Investment Law 61/2020/QH14 expired on 1 March 2026; the Investment Law 143/2025/QH15 took effect on 1 March 2026 and is the current basis.
- Article 24 of the 2020 Law (investment in the form of capital contribution and purchase of shares or capital contributions) became Article 21 of the 2025 Law.
- Clause 2 of Article 26 of the 2020 Law (cases requiring registration before changing members or shareholders) became Clause 3 of Article 21 of the 2025 Law, keeping the same three-case structure but updating cross-references and place names.
- Article 25 of the 2020 Law on the forms of capital contribution and purchase of shares or capital contributions has no corresponding article in the 2025 Law: Clause 4 of Article 21 assigns the Government to regulate the forms, and Article 74 of Decree 96/2026 lists them. Important note: Clause 2 of Article 21 of the 2025 Law is about conditions, not about the purchase form — Clause 2 of Article 21 must not be used to cite the form.
- Decree 31/2021/ND-CP, Decree 19/2025/ND-CP and Decree 239/2025/ND-CP expired and were replaced by Decree 96/2026/ND-CP (effective from 31 March 2026; Articles 11 and 12 effective from 1 July 2026).
- Decree 01/2021/ND-CP on business registration expired and was replaced by Decree 168/2025/ND-CP (effective from 1 July 2025), as amended by Decree 296/2026/ND-CP (dated 23 July 2026). Procedures for changing members or shareholders at the business registration authority are reviewed under this framework.
- Transition period: from 1 March 2026 to 31 March 2026, the 2025 Law was already in effect but its guiding decree had not yet been issued; from 31 March 2026, Decree 96/2026 applies. Decree 31/2021 must not be described as still in force as current law.
2. Forms of capital contribution and purchase of shares or capital contributions (Article 74 of Decree 96/2026)
Clause 4 of Article 21 of the 2025 Law assigns the Government to regulate the forms of capital contribution and purchase of shares or capital contributions in an economic organization, as well as the dossiers, order and procedures for such contribution and purchase. Article 74 of Decree 96/2026 is the guiding provision for this clause — when citing it, it must be clearly identified as a decree provision, not presented as an article of the Law.
An investor may contribute capital to an economic organization in the following forms (Clause 1 of Article 74): purchasing shares issued for the first time or additionally issued shares of a joint stock company; contributing capital to a limited liability company or a partnership; contributing capital to another economic organization not falling under the two preceding cases.
An investor may purchase shares or capital contributions in an economic organization in the following forms (Clause 2 of Article 74): purchasing shares of a joint stock company from the company or from shareholders; purchasing the capital contribution of a member of a limited liability company to become a member of that limited liability company; purchasing the capital contribution of a capital-contributing member of a partnership to become a capital-contributing member of that partnership; purchasing the capital contribution of a member of another economic organization not falling under the preceding cases.
For the specific form of purchasing the capital contribution of a member of a limited liability company, the correct basis is Clause 4 of Article 21 of the 2025 Law combined with Point b, Clause 2, Article 74 of Decree 96/2026, in the original Vietnamese wording: “Mua phần vốn góp của thành viên công ty trách nhiệm hữu hạn để trở thành thành viên của công ty trách nhiệm hữu hạn”. In substance, new capital contributions and purchases of additionally issued shares increase charter capital, while purchases of shares or capital contributions from existing members or shareholders in principle only transfer ownership of capital without increasing charter capital — a distinction that determines how capital is recorded and what payment obligations the parties bear.
3. Conditions applicable to foreign investors (Clause 2 of Article 21)
Clause 1 of Article 21 provides: “An investor has the right to contribute capital and to purchase shares or capital contributions in an economic organization.”
For foreign investors, Clause 2 of Article 21 requires that capital contribution and purchase of shares or capital contributions satisfy the following provisions and conditions:
a) Market access conditions for foreign investors as provided in Article 8 of this Law. Note the changed cross-reference compared with the 2020 Law: the 2020 Law referred to Article 9, while the 2025 Law refers to Article 8. Market access conditions under Article 8 are not the same as the List of conditional business lines and trades in Appendix IV to the Law — investors must check the List of lines and trades with restricted market access for foreign investors when determining the conditions applicable to each line or trade.
b) “Ensuring national defence and security in accordance with this Law and relevant laws”.
c) “Land law provisions on conditions for receiving land use rights and conditions for land use on islands; in communes, wards and special zones in border areas; and in coastal communes and wards.”
Compared with the 2020 Law, the 2025 Law drops “towns” from the list of place names and adds “special zones”, but only for border areas. The coastal clause covers only “coastal communes and wards” — there is no such concept as a “coastal special zone” in Article 21. Adding “special zone” to the coastal clause misquotes the Law and may lead to a wrong assessment of the land conditions of a transaction.
4. Three cases requiring registration before changing members or shareholders (Clause 3 of Article 21)
A foreign investor must carry out procedures for registration of capital contribution and purchase of shares or capital contributions in an economic organization before changing members or shareholders if the transaction falls under one of the following cases:
a) The capital contribution or purchase of shares or capital contributions increases the ownership ratio of foreign investors in an economic organization doing business in lines or trades subject to market access conditions for foreign investors;
b) The capital contribution or purchase of shares or capital contributions leads to foreign investors and economic organizations specified at Points a, b and c, Clause 1, Article 20 of this Law holding more than 50% of the charter capital of the economic organization, in the following cases: increasing the foreign investors’ charter-capital ownership ratio from below or equal to 50% to above 50%; increasing the foreign investors’ charter-capital ownership ratio where the foreign investor already holds more than 50% of the charter capital of the economic organization. Note the changed cross-reference compared with the 2020 Law: the 2020 Law referred to Article 23, while the 2025 Law refers to Clause 1 of Article 20. Both increase cases (crossing the 50% threshold and increasing further above 50%) require registration;
c) “A foreign investor contributes capital or purchases shares or capital contributions in an economic organization holding a certificate of land use rights on an island and in communes, wards and special zones in border areas; in coastal communes and wards; and in other areas affecting national defence and security.”
Outside these three cases, a foreign investor is not required to carry out capital contribution registration procedures and only carries out procedures for changing members or shareholders at the business registration authority in accordance with enterprise law (Clause 2 of Article 76 of Decree 96/2026).
5. Registration procedures under Article 76 of Decree 96/2026
For cases falling under Clause 3 of Article 21, the economic organization with foreign investment in the form of capital contribution or purchase of shares or capital contributions submits one set of registration dossiers to the investment registration authority of the locality where the economic organization has its head office. The dossier comprises: the written registration of capital contribution or purchase of shares or capital contributions (information on the business registration of the economic organization; lines and trades of business; lists of owners, members and founding shareholders; lists of owners, members and shareholders that are foreign investors (if any); the foreign investors’ charter-capital ownership ratio before and after the capital contribution or purchase; the expected transaction value of the contract; information on the investment project of the economic organization (if any)); documents on the legal status of the individual or organization contributing capital or purchasing shares or capital contributions and of the economic organization; the written agreement in principle on the capital contribution or purchase between the foreign investor and the economic organization or between the foreign investor and a shareholder or member of the economic organization; information on documents evidencing the land use rights of the economic organization for the competent authority to look up in the relevant database, or a copy of the certificate of land use rights (for cases where the economic organization holds a certificate of land use rights on an island and in communes, wards and special zones in border areas; in coastal communes and wards; or in another area affecting national defence and security, except for an economic organization implementing an investment project in an industrial park, export processing zone, high-tech zone or economic zone as provided at Point b, Clause 4, Article 75 of Decree 96/2026).
On timing, for cases under Points a and b of Clause 3 of Article 21, within 10 working days from receipt of a valid dossier, the investment registration authority reviews whether the conditions for capital contribution or purchase of shares or capital contributions are met and notifies the investor and the economic organization. For cases where the economic organization holds a certificate of land use rights in an area affecting national defence and security, the investment registration authority seeks opinions from the provincial Military Command and the provincial Public Security Department within 02 working days from receipt of a valid dossier; those two bodies reply within 05 working days from receipt of the request, and silence after the deadline is treated as agreement that the economic organization satisfies the national defence and security assurance conditions; the total time for the investment registration authority to review and notify the investor and the economic organization in such cases is 10 working days from receipt of a valid dossier.
After the foreign investor is approved for capital contribution or purchase of shares or capital contributions, the economic organization carries out procedures for changing members or shareholders at the business registration authority in accordance with enterprise law. The rights and obligations of the foreign investor as a member or shareholder of the economic organization are established upon completion of the procedures for changing members or shareholders — this is the legally important moment for determining member or shareholder status, not the signing of the contribution contract nor the approval of the registration.
An important distinction: investment in the form of capital contribution or purchase of shares or capital contributions is not subject to procedures for issuance of an Investment Registration Certificate (Point c, Clause 2, Article 26 of the 2025 Law). The capital contribution registration procedure under Clause 3 of Article 21 is a separate procedure, applicable only to the three cases above, and is not equivalent to issuance of an Investment Registration Certificate for an investment project.
6. Changing members or shareholders at the business registration authority
After the investment registration step (where registration is required) or directly for cases outside the registration scope, the economic organization carries out procedures for changing members or shareholders at the business registration authority in accordance with the law corresponding to each type of economic organization, reviewed under Decree 168/2025 (as amended by Decree 296/2026) replacing the expired Decree 01/2021. In practice, the parties should prepare the capital contribution or share and capital contribution purchase contract or agreement in line with the dossier for changing members or shareholders, and note that capital contribution payments are made through foreign investment capital accounts in Vietnam in accordance with State Bank regulations (Circular 38/2026/TT-NHNN replacing Circular 06/2019/TT-NHNN on foreign exchange management for foreign direct investment activities).
7. Common mistakes to avoid
First, Clause 2 of Article 21 is about conditions, not about the purchase form. The form of purchasing the capital contribution of a member of a limited liability company is based on Clause 4 of Article 21 combined with Point b, Clause 2, Article 74 of Decree 96/2026.
Second, there is no concept of a “coastal special zone” in Article 21. “Special zone” appears only in the border-area clause; the coastal clause covers only communes and wards.
Third, any citation of the 2020 Investment Law, Decree 31/2021 or Decree 01/2021 as current law is outdated. These instruments may only be mentioned in a historical or transitional context, with their expiry dates stated.
Fourth, Law 24/2026/QH16 amending the Investment Law (including the List of conditional business lines and trades) takes general effect from 1 March 2027, with some articles effective from 1 January 2027 — at the time of writing, this amending law does not yet apply and is only a note for the future, not a current basis. At the same time, the List of conditional business lines and trades (Appendix IV) must not be confused with the List of lines and trades with restricted market access for foreign investors.
8. Frequently asked questions
Must a foreign investor register every capital contribution or share purchase transaction?
No. Only the three cases in Clause 3 of Article 21 of the 2025 Law require registration before changing members or shareholders: increasing ownership in a line or trade subject to market access conditions; leading to holding more than 50% of charter capital; or the economic organization holding a certificate of land use rights in an area affecting national defence and security. Outside these three cases, the investor only carries out procedures for changing members or shareholders at the business registration authority.
What is the legal basis for purchasing the capital contribution of a member of a limited liability company?
The basis is Clause 4 of Article 21 of the 2025 Law combined with Point b, Clause 2, Article 74 of Decree 96/2026, in the original Vietnamese wording: “Mua phần vốn góp của thành viên công ty trách nhiệm hữu hạn để trở thành thành viên của công ty trách nhiệm hữu hạn”. Clause 2 of Article 21 must not be used for this form, because Clause 2 of Article 21 provides for conditions, not forms.
Must a transaction that takes foreign ownership above 50% be registered?
Yes. Under Point b, Clause 3, Article 21, both increase cases require registration: increasing from below or equal to 50% to above 50%, and increasing further where the foreign investor already holds more than 50% of charter capital.
If the company holds land in a coastal commune, must the capital contribution transaction be registered?
Yes, if the economic organization holds a certificate of land use rights in a coastal commune or ward (or on an island, in a border area, or in another area affecting national defence and security), the transaction falls under Point c, Clause 3, Article 21 and must be registered before changing members or shareholders. Land cases in areas affecting national defence and security additionally require opinions from the provincial Military Command and the provincial Public Security Department under Article 76 of Decree 96/2026.
What happens after a capital contribution is approved?
The economic organization carries out procedures for changing members or shareholders at the business registration authority in accordance with enterprise law. The rights and obligations of the foreign investor as a member or shareholder are established upon completion of these change procedures. Investment in the form of capital contribution or purchase of shares or capital contributions is not subject to procedures for issuance of an Investment Registration Certificate.
Conclusion
From 1 March 2026, the entire framework of conditions and procedures for foreign investors’ investment in the form of capital contribution or purchase of shares or capital contributions has moved to the Investment Law 143/2025 and Decree 96/2026. The key practical points are to answer three questions in order: which form the transaction takes under Article 74 of Decree 96/2026; whether the three conditions in Clause 2 of Article 21 are met; and whether the transaction falls under the three cases requiring prior registration in Clause 3 of Article 21. Answering these three questions correctly puts the dossier through the right channel, within the 10-working-day timeline, and member or shareholder status is firmly established upon completion of the change procedures at the business registration authority.
This article provides general legal information on the current legal framework and does not replace legal advice for a specific transaction. Investors should check the market access conditions and land regulations applicable to each case before signing.
