Contributed assets and transfer of ownership of contributed assets

Contribute capital is the contribution of assets to form the company’s charter capital, including capital contribution to establish a company or additional charter capital contribution of an already established company. So, what types of assets are used to contribute capital? How is the valuation of contributed capital assets performed? This article shares in detail the legal regulations surrounding the topic of Capital Contributed Assets under the Law on Enterprises 2020.  

CSPL: 34, 35, 36 Law on Enterprises 2020

1. Capital contributed assets

Capital contributed assets are assets contributed by individuals or organizations to create the company’s charter capital. Currently, the types of assets allowed by the State to be used for capital contribution are regulated as follows:

– Capital contributed assets are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, other assets that can be valued in Vietnamese Dong.

– Capital contributed assets are not Vietnamese Dong, freely convertible foreign currencies, gold must be valued by members, founding shareholders or valuation organizations and expressed in Vietnamese Dong.

– Only individuals and organizations that are legal owners or have legal use rights to assets have the right to use that asset to contribute capital according to the provisions of law.

2. Transfer of ownership of assets contributed as capital

– Members of limited liability companies, partnerships and shareholders of joint stock companies must transfer ownership of assets contributed as capital to the company according to the following provisions:

+ For assets with registered ownership or land use rights, the capital contributor must carry out procedures to transfer ownership of that asset or land use rights to the company in accordance with the law. The transfer of ownership and land use rights for assets contributed as capital is not subject to registration fees;

+ For assets whose ownership rights are not registered, capital contribution must be done by handing over the contributed assets with confirmation by a record, unless it is done through an account.

–  The minutes of delivery and receipt of contributed assets must include the following main contents:

+ Name and address of the company’s headquarters;

+ Full name, contact address, legal document number of the individual, legal document number of the organization of the capital contributor;

+ Type of asset and number of units of contributed assets; total value of assets contributed as capital and the proportion of that total asset value in the company’s charter capital;

+ Delivery date; signature of the capital contributor or authorized representative of the capital contributor and the company’s legal representative.

– Capital contribution is only considered fully paid when legal ownership of the contributed assets has been transferred to the company.

– Assets used in business activities of the private enterprise owner do not have to go through procedures to transfer ownership to the enterprise. career.

3. Valuation of assets contributed as capital

– Assets contributed as capital other than Vietnamese Dong, freely convertible foreign currency, gold must be valued by members, founding shareholders or valuation organizations and expressed in Vietnamese Dong.,

– Assets contributed as capital when establishing a business must be valued by members, founding shareholders according to the principle of consensus or by a valuation organization. In case a valuation organization determines the value of the contributed assets, the value of the contributed assets must be approved by more than 50% of the members and founding shareholders.

In case the contributed assets are valued higher than the actual value of that asset at the time of capital contribution, the members and founding shareholders jointly contribute an additional amount equal to the difference between the appraised value and the actual value of the contributed assets at the time of completion of valuation; At the same time, jointly responsible for damages caused by intentionally valuing assets contributed as capital higher than the actual value.

– Assets contributed as capital during operations are determined by the owner, the Board of Members for limited liability companies and partnerships, the Board of Directors for joint stock companies, and capital contributors by agreement on valuation or by a valuation organization. In case a valuation organization determines the value, the value of contributed assets must be approved by the capital contributor and the owner, the Board of Members or the Board of Directors.

In case the assets contributed as capital are valued higher than the actual value of that asset at the time of capital contribution, the capital contributor, owner, member of the Board of Members for limited liability companies and partnerships, members of the Board of Directors for joint stock companies jointly contribute equal to the difference between the assessed value and the actual value of the contributed assets at the time of completion of valuation; At the same time, jointly responsible for damages caused by intentionally valuing contributed assets higher than the actual value.