Can Foreign Investors Contribute Capital to Vietnamese Enterprises?

Quick answer: Not all cases require it. Under Article 26 of the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026), foreign investors making capital contributions, purchasing shares or purchasing capital contributions must satisfy market access conditions (Clause 2, Article 26). The registration procedure is mandatory only in the cases under Clause 3, Article 26:

Cases where registration of capital contribution, share purchase or capital contribution purchase is required

• The capital contribution, share purchase or capital contribution purchase increases the ratio of foreign investors’ ownership in an economic organization engaged in business lines with conditional market access for foreign investors;
• The capital contribution, share purchase or capital contribution purchase leads to foreign investors and economic organizations in which foreign investors hold more than 50% of charter capital holding more than 50% of charter capital of the economic organization in the following cases: increasing the ratio of foreign investors’ ownership from 50% or less to more than 50%; increasing the ratio of foreign investors’ ownership where foreign investors already hold more than 50% of charter capital in an economic organization engaged in business lines with restricted market access for foreign investors;
• A foreign investor contributes capital, purchases shares or purchases capital contributions of an economic organization holding a certificate of land-use rights for land in islands or border communes, wards, communes, townships, or other areas affecting national defense and security — except for economic organizations implementing real estate projects in islands and border communes, wards and townships where security and national defense are ensured.

Key points to note

• The registration procedure is carried out at the investment registration authority before the economic organization registers changes to its members/shareholders.
• Capital contribution cash flows and outward profit remittances must be made through an investment capital account opened at a licensed bank in Vietnam.
• Contributing capital with land-use rights and conducting business on defense/security-sensitive land is subject to separate screening under land and national defense/security laws.

Applicable legal basis

• Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026): Article 26.
• Decree 96/2026/ND-CP detailing and guiding the implementation of certain articles of the Law on Investment.

Note on Applying Current Legal Regulations

This article is part of the General Knowledge series and is presented for reference purposes, helping readers understand the legal issue at a general level before preparing documents or entering into transactions.

Legal regulations may change depending on timing, locality, document type, and specific circumstances. If you need to determine the exact legal basis applicable to your file, please contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common Risks to Note

• Applying an outdated, amended, or replaced legal instrument.
• Preparing incomplete dossiers, documents, or evidence.
• Misunderstanding the conditions, procedures, time limits, or competent authorities.
• Signing, filing, or entering into transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal supports reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling options, and representing clients in dealings with individuals, organizations, or competent authorities when necessary.

For prompt advice, please contact our lawyers at 0966.475.966.

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This article was reviewed by ANT Legal’s AI Legal Council under a 7-step internal process (cross-checked against current law — Decree 96/2026/ND-CP and the Investment Law 2025, effective 31/3/2026 and 01/3/2026). This is not confirmation that a human lawyer has reviewed your specific case.