Contributed Assets and Transfer of Ownership in Vietnam

Short answer: Contributed assets must be lawfully owned by the contributor, be valuable in Vietnamese Dong, and ownership transfer procedures to the company must be completed: assets subject to ownership registration (land, houses, vehicles, etc.) are re-registered at the competent state authority; assets not subject to ownership registration are handed over with minutes. Contributing and transferring ownership of contributed assets is not subject to registration fees (except special cases). The asset value is agreed by the members or valued by a valuation organization. Basis: Articles 34–36 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15).

Legal basis

• Law on Enterprises 2020, as amended by Law No. 76/2025/QH15 — Article 34 (contributed assets), Article 35 (transfer of ownership of contributed assets), Article 36 (valuation of contributed assets).

Which assets may be used to contribute capital?

• Vietnamese Dong, freely convertible foreign currencies, gold;
• Land use rights permitted for transfer and capital contribution under land law;
• Intellectual property rights: inventions, trademarks, industrial designs, copyrights, etc.;
• Technology, technical know-how;
• Other assets valuable in Vietnamese Dong: houses, constructions, machinery, vehicles, goods, etc.

Principles of valuing contributed assets

When establishing the enterprise

• Contributed assets are valued by the founding members/shareholders on a consensus basis; or valued by a valuation organization — in this case the value must be approved by a majority of members/shareholders;
• The valued amount is recorded in charter capital corresponding to each person’s contributed capital portion.

During operations

Assets contributed to increase capital are valued as agreed by the owner/members/shareholders and the contributor, or valued by a valuation organization. Deliberately valuing above actual value is a violation of law.

Procedures for transferring ownership of contributed assets

1. Assets subject to ownership registration

Land use rights, houses, automobiles, aircraft, ships, etc.: the contributor must complete transfer of ownership and use rights to the company at the competent state authority:

• Land use rights, houses: register changes and re-title on the Certificate at the Land Registration Office;
• Automobiles, motorcycles: re-register at the vehicle registration agency;
• Aircraft, ships: register at the specialized registration agency.

2. Assets not subject to ownership registration

Machinery, equipment, goods, technology, etc.: the contribution is effected by handover of assets with handover minutes confirmed by the parties; the company records increased assets and increased owner’s equity.

3. Intellectual property rights, technology

Transfer ownership/use rights under transfer contracts; register at the intellectual property agency for objects subject to registration (inventions, trademarks, etc.).

Taxes and fees on transferring ownership of contributed assets

• Registration fees: transferring ownership of contributed assets to establish an enterprise is not subject to registration fees (except certain special cases);
• PIT: an individual using assets for capital contribution (not sale) does not incur PIT at the time of contribution; PIT on capital transfer only arises later when transferring the contributed capital portion;
• VAT: assets contributed to establish an enterprise are not subject to VAT (no VAT invoice issued).

Deadline for completing asset contributions

Must be completed within 90 days from the issuance of the Enterprise Registration Certificate — including completion of ownership transfer procedures. If not completed within the deadline: the company registers to adjust charter capital according to the actually contributed capital value; the contributor is responsible for the committed capital portion.

Frequently asked questions

Can land be contributed without re-titling to the company?

Not completed. Land use rights are only deemed contributed when the re-titling to the company is completed; within the 90-day period it must be completed, otherwise charter capital must be adjusted.

Is overvaluing contributed assets a problem?

Yes. Dishonest valuation is a violation; the contributor increases their own asset liability according to the committed value when the company incurs losses or goes bankrupt.

Can mortgaged assets be contributed?

In principle, mortgaged assets remain owned by the contributor but are restricted in disposition under the mortgage contract; contribution requires the mortgagee’s consent and handling per agreement — specific cases should be separately advised.

Notes on applying current legislation

Transferring ownership of contributed assets is the most commonly neglected step: many companies record capital contributions with land and houses but do not re-title, only discovering upon disputes or bankruptcy that the assets remain in the individual’s name. Complete it within the first 90 days. Contact ANT Legal lawyers at 0966.475.966 for advice.

Common risks to note

• Recording capital contributions without completing ownership transfer procedures;
• Valuing assets above actual value;
• Contributing assets in dispute or under distraint;
• Exceeding 90 days without adjusting charter capital.

How can ANT Legal help?

ANT Legal advises on asset capital contributions, reviews the legal status of assets; supports valuation and drafting contribution minutes; conducts re-titling and ownership transfer procedures to the company. For prompt advice, please contact our lawyers at 0966.475.966.

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