Can Foreign Investors Contribute Capital to Economic Organizations in Vietnam?

Quick answer: Yes. Under Article 25 of the Law on Investment 2020 (amended by Law No. 57/2024/QH15, effective 01/01/2025), foreign investors may contribute capital, purchase shares or purchase contributed capital in economic organizations in Vietnam, provided they comply with market access conditions and complete the registration of capital contribution, share purchase or contributed capital purchase in the cases required by law.

Legal basis

• Law on Investment 2020 (amended by Law No. 57/2024/QH15) — Article 25 (forms of capital contribution, share purchase, contributed capital purchase), Article 26 (procedures);
• Law on Enterprises 2020 — establishment and management of enterprises.

Forms of capital contribution, share purchase and contributed capital purchase

Contributing capital to an economic organization

• Purchasing initially issued shares or additionally issued shares of a joint stock company;
• Contributing capital to a limited liability company or a partnership;
• Contributing capital to another economic organization.

Purchasing shares or contributed capital

• Purchasing shares of a joint stock company from the company or its shareholders;
• Purchasing contributed capital of members of a limited liability company or general partners of a partnership;
• Purchasing contributed capital of members of another economic organization.

Procedures to be completed

1. Check market access conditions: whether the business line restricts foreign ownership ratios;
2. Register the capital contribution, share purchase or contributed capital purchase with the investment registration authority in the following cases: where the contribution/purchase increases the ownership ratio in a company operating in a business line subject to market access conditions; or where the foreign investor comes to hold over 50% of the charter capital;
3. Pay the contributed capital through the investment capital account as required by foreign exchange management regulations;
4. Register the change of enterprise registration contents (members/shareholders) at the Business Registration Authority.

Key notes

• Not every capital contribution or share purchase must be registered for investment — only the cases under Article 26 of the Law on Investment;
• Payment must comply with regulations on the investment capital account and foreign exchange management.

Related articles

• Rights to establish, contribute capital, purchase shares and manage enterprises
• Can an FDI company engage in international travel business?

How ANT Legal can help

ANT Legal advises on transaction structuring, market access conditions and represents foreign investors in investment procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.