Capital Contribution and Share Purchase: An Alternative Way to Enter Vietnam
Forming a new company isn't the only way in — a foreign investor can also contribute capital to, or buy shares of, an existing Vietnamese company. Whether that needs prior approval depends mainly on the ownership percentage after the deal and the sector involved.
A Different Route From IRC/ERC
IRC and ERC (see IRC vs ERC) are about forming a new company. Capital contribution and share purchase are about acquiring a stake in one that already exists — a real alternative for investors who'd rather buy in than start from scratch, and RedTab's own pricing reference treats it as a distinct line item.
When Approval Is Required
Foreign investors must comply with market access conditions for foreign investors when contributing capital, purchasing shares, or purchasing capital contributions in Vietnamese economic organizations.
- Prior registration/approval is triggered when the deal results in the foreign investor holding 51% or more of the charter capital of the Vietnamese company.
- It is also triggered when the target company operates in a conditional business line applied to foreign investors, regardless of the resulting ownership percentage.
- A foreign investor injecting new capital into an existing company (rather than buying an existing shareholder's stake) must complete capital contribution registration with the Department of Planning and Investment before the transfer.
Process
Where registration is required, it runs through the Department of Planning and Investment (now Department of Finance in some localities), separately from any follow-on company-record update.
- The economic organization submits one set of registration documents to the Department of Planning and Investment where it has its head office.
- Review period: within 15 days of receiving a valid application, the investment registration authority reviews whether the conditions for capital contribution/share purchase are met.
- Once approved, if the deal changes the company's registered capital or shareholder information, the enterprise separately submits a change to the Business Registration Office, which issues an updated Enterprise Registration Certificate within 3 working days of a valid dossier.
Documents
Core items across the FAQ record for this procedure.
- Written registration of the capital contribution, share purchase, or contributed-capital purchase, on the prescribed form.
- Certified copy of the foreign investor's passport (individual) or Enterprise Registration Certificate (organization).
- Consular legalization of the establishment license/decision for a foreign organizational investor.
- Certified copy of the Enterprise Registration Certificate of the party transferring capital or shares.
Legal basis: Investment Law 2020 (Article 24), Decree 31/2021/ND-CP (Articles 17, 65, 66), Circular No. 03/2021/TT-BKHDT. Content last verified 2026-07-29. RedTab's execution fee for this service is currently quote-only — per transaction.
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