For foreign investors, buying into an existing Vietnamese company — by contributing capital, purchasing shares, or acquiring capital contributions — is often faster than setting up a new entity. Yet Vietnam’s Law on Investment does not treat every transaction the same: market-access conditions, national defense and security considerations, and in many cases a mandatory pre-transaction registration apply. This article summarizes the rules under the 2025 Law on Investment (Law 143/2025/QH15) and Decree No. 96/2026/ND-CP (issued on 31 March 2026, effective from the signing date, replacing Decree No. 31/2021/ND-CP) so investors and target companies can identify their legal obligations before signing.
Conditions applicable to foreign investors
Under Article 21 of the Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14), investors have the right to contribute capital, purchase shares, or acquire capital contributions in economic organizations. The detailed conditions and principles for these transactions are set out in Article 75 of Decree No. 96/2026/ND-CP. Foreign investors, however, must additionally satisfy the following conditions:
1. Market-access conditions
Foreign investors must comply with the market-access conditions in Article 8 of the Investment Law 143/2025/QH15. Certain business lines impose specific conditions on foreign investors — caps on foreign ownership ratios, requirements on the form of investment, or conditions regarding Vietnamese partners. Investors should check the current list of business lines subject to conditional market access before proceeding, as this list may change over time.
2. National defense and security
The transaction must not compromise national defense or security. The competent authority reviews this factor during the registration process (where registration is required under Article 21(3)).
3. Land-related conditions
Where the transaction involves the receipt or transfer of land use rights on islands, in border communes, wards or special zones, or in coastal communes or wards, the investor must satisfy the applicable conditions under land legislation.
Forms of capital contribution and share acquisition (Article 21)
Article 21 of the Investment Law 143/2025/QH15 recognizes the following forms (detailed in Article 74 of Decree No. 96/2026/ND-CP):
Capital contribution:
- Purchasing shares issued for the first time or additionally issued by a joint-stock company;
- Contributing capital to a limited liability company or a partnership;
- Contributing capital to other economic organizations not covered by the two cases above (point (c), clause 1, Article 74 of Decree No. 96/2026/ND-CP).
Acquisition:
- Purchasing shares of a joint-stock company from the company or its shareholders;
- Purchasing capital contributions of members of a limited liability company to become a member of the company;
- Purchasing capital contributions of contributing members of a partnership to become a contributing member of the partnership;
- Purchasing capital contributions of members of other economic organizations (clause 2, Article 74 of Decree No. 96/2026/ND-CP).
The choice between contributing capital and acquiring existing stakes has direct procedural consequences: a capital contribution increases the company’s charter capital, while an acquisition merely changes the members or shareholders without increasing capital.
When is prior registration required?
This is the point most frequently overlooked. Under Article 21(3) of the Investment Law 143/2025/QH15, an investor must register the capital contribution, share purchase, or capital-contribution acquisition before changing the members or shareholders if any of the following three cases applies:
- The transaction increases the foreign investor’s ownership ratio in an enterprise operating in a business line subject to conditional market access; or
- The transaction results in foreign investors — or economic organizations falling under Clause 1, Article 20 of the Investment Law 143/2025/QH15 — holding more than 50% of the charter capital of the economic organization.
- The economic organization holds a land use right certificate for land located on islands, in border communes, wards or special zones, in coastal communes or wards, or in other areas affecting national defense and security.
The three triggers for mandatory registration are: the above-50%-of-charter-capital threshold, conditional market-access business lines, and an economic organization holding a land use right certificate for land on islands, in border or coastal areas, or in areas affecting national defense and security. If none of the three applies, the investor proceeds with the standard procedure for changing members or shareholders at the business registration authority, without the investment-registration step.
Dossier, filing place, and processing time
Under Article 76 of Decree No. 96/2026/ND-CP on procedures for foreign investors’ capital contribution, share purchase, and capital-contribution acquisition (replacing Articles 65–66 of the expired Decree No. 31/2021/ND-CP), the registration procedure is as follows:
Where to file: One (01) dossier for registration of the capital contribution, share purchase, or capital-contribution acquisition is submitted to the investment registration authority of the locality where the economic organization is headquartered (Article 76(3) of Decree No. 96/2026/ND-CP).
The dossier comprises:
- The registration document, stating: information on the business registration of the economic organization in which the foreign investor intends to contribute capital, purchase shares, or acquire capital contributions; its business lines; the list of owners, members, and founding shareholders, and the list of owners, members, and shareholders that are foreign investors (if any); the foreign investor’s charter-capital ownership ratio before and after the transaction; the expected transaction value of the contract; and information on the economic organization’s investment project (if any);
- Documents on the legal status of the individuals and organizations contributing capital, purchasing shares, or acquiring capital contributions, and of the economic organization receiving the foreign investor’s capital, shares, or capital contributions;
- The in-principle agreement on the capital contribution, share purchase, or capital-contribution acquisition between the foreign investor and the economic organization, or between the foreign investor and the shareholders or members of that organization;
- Information on documents proving land use rights to allow the competent state authority to look them up in the database, or a copy of the land use right certificate (for cases where the economic organization holds a land use right certificate for land on islands, in border or coastal areas, or in other areas affecting national defense and security).
Processing time: 10 working days from the date of receipt of a complete and valid dossier, within which the investment registration authority reviews compliance with the conditions for capital contribution, share purchase, and capital-contribution acquisition under Article 21(2) of the Investment Law 143/2025/QH15 and Article 75(4) of Decree No. 96/2026/ND-CP, and notifies the investor of the result (Article 76(4) of Decree No. 96/2026/ND-CP).
For cases where the economic organization holds a land use right certificate for land on islands, in border or coastal areas, or in other areas affecting national defense and security: within 2 working days of receiving a valid dossier, the investment registration authority seeks the opinions of the provincial Military Command and the provincial Police — which must respond within 5 working days (silence after the deadline is deemed consent) — and notifies the investor of the result within 10 working days of receiving the valid dossier (Article 76(5)). After approval, the economic organization carries out the change of members or shareholders at the business registration authority under enterprise law (Article 76(6)).
Common risks
- Crossing the 50% threshold without registration: the most common violation. A transaction pushing foreign ownership above 50% of charter capital without prior registration under Article 21(3) may leave the change of members or shareholders unrecognized, along with administrative sanctions.
- Conditional business lines: a transaction increasing foreign ownership in an enterprise operating in a conditional market-access line also requires registration — even below the 50% threshold.
- Land in sensitive areas: where the target company holds or uses land on islands, in border areas, or in coastal zones, land documents must be included and land-law conditions satisfied; otherwise the dossier will not be deemed valid.
- Incomplete dossiers: the 10-working-day clock runs only from receipt of a complete, valid dossier. Missing in-principle agreements or unclear before/after ownership ratios are frequent causes of delay.
Frequently asked questions
Can foreign investors buy shares in Vietnamese public companies? Yes, within the right to contribute capital and purchase shares under Article 21, subject to market-access conditions (Article 21(2); detailed in Article 8) and applicable securities legislation.
Does a transaction below 50% of charter capital require registration? Not necessarily — unless it increases the foreign investor’s ownership ratio in an enterprise operating in a conditional market-access business line, or the economic organization holds a land use right certificate for land in the sensitive areas described above (islands, border or coastal areas, or areas affecting national defense and security). In both cases, Article 21(3) registration is still required.
When does the 10-working-day period start? From the date the investment registration authority receives a complete and valid dossier, per Article 76(4) of Decree No. 96/2026/ND-CP. If the dossier is incomplete, the authority will request supplementation and the clock has not started. In land-sensitive cases affecting national defense and security, the notification deadline remains 10 working days from receipt of the valid dossier, but the investment registration authority must seek the opinions of the provincial Military Command and the provincial Police during processing (Article 76(5)).
Can a foreign individual contribute capital to a partnership in Vietnam? Yes. Article 21 of the Investment Law 143/2025/QH15 lists contributing capital to a partnership as a lawful form of capital contribution by investors.
Sources
- Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14), Articles 8, 20, 21.
- Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law 143/2025/QH15 (issued on 31 March 2026, effective from the signing date, replacing Decree No. 31/2021/ND-CP): Article 74 (forms of capital contribution, share purchase, and capital-contribution acquisition), Article 75 (conditions and principles), Article 76 (procedures).
*This article provides general legal information, not advice for any specific case. The article has passed AI Legal Council QA and been approved by the owner.*
Contact FLAT Law Firm
If you are preparing a capital contribution, share purchase, or capital-contribution acquisition in Vietnam and need a conditions check or assistance preparing the registration dossier, please contact our lawyers at https://flaw.vn/en/contact/.
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