What Are Contributed Assets? Types of Enterprise Capital Contributions

Short answer: Contributed assets are assets that members, shareholders or owners use to contribute to an enterprise upon establishment or capital increase. Under Article 34 of the Law on Enterprises 2020, contributed assets include: Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how and other assets that can be valued in Vietnamese Dong.

Legal basis

• Articles 34–36 of the Law on Enterprises 2020 — contributed assets, valuation and transfer of ownership.

Types of assets eligible for contribution

• Money: Vietnamese Dong, freely convertible foreign currencies, gold;
• Land use rights: must be lawful land use rights permitted to be transferred/contributed under land law;
• Intellectual assets: intellectual property rights (trademarks, patents…), technologies, technical know-how;
• Other assets that can be valued in Vietnamese Dong: machinery, equipment, vehicles, goods…

Valuation of contributed assets

• Contributed assets other than money must be valued;
• Upon establishment: as agreed by the founding members/shareholders or by a valuation organization;
• Upon capital increase: as agreed by the Members’ Council/General Meeting of Shareholders and the contributor, or by a valuation organization;
• The valued amount must be expressed in Vietnamese Dong.

Transfer of ownership of contributed assets

• Members must transfer ownership of the contributed assets to the company: for assets subject to ownership registration (land, vehicles, vessels…) the title transfer procedures must be completed;
• For land use rights: complete the land use right transfer procedures;
• For assets not subject to ownership registration: the contribution is made via a handover minutes;
• Members may only contribute assets lawfully owned by them.

Liability for incorrect valuation

• The valuers and the contributors are jointly liable for the accuracy of the valued amount;
• If the assets are intentionally valued higher than their actual value: the relevant parties must contribute additionally the exact difference and be liable for damages.

If you need to determine the option best suited to your specific situation, you should discuss it with a lawyer in advance for dossier review and advice on the handling plan.

For quick advice, you may contact a lawyer at 0966.475.966.

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