Changing capital contributors in foreign-invested company

When having changes on company’s member, company must execute procedure of changing Certificate of Business Registration and Certificate of Investment Registration.

HNLaw Firm would like to recommend our clients of procedure of changing member in foreign-invested company.

  • Changes of Certificate of Business Registration

The critical dossier:

  1. Notification of changes of Certificate of Business Registration;
  2. Decision on changing company’s members;
  3. Minutes of meetings of changing company’s members;
  4. Transferring contract and other notarized documents which have ratification of company’s legal representative illustrates completion of transferring;
  5. List of capital contributors or Charter of shareholders;
  6. Notarized copy of Certification of Business Registration, Certificate of Investment Registration/ Certificate of Tax Registration;
  7. Notarized copy of new capital contributor’s passport (if any).
  8. Procedure of changes Certificate of Business Registration

Step 1: Foreign-invested company handle the dossier and receive results at Department Business Registration ( in province);

Step 2: After changing member company, company manages notification on National Business Registration Portal.

  • Changes of Certificate of Investment Registration

The critical dossier:

  1. A written request for project adjustment;
  2. A report on project execution up to the date of project adjustment;
  3. A decision on adjustments to the investment project;
  4. A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization);
  5. Transfering contract and minutes of transferring contract’s completion;
  6. Copy of new capital contributor’s financial statement: ratification of bank/ description of investor’s financial capacity; financial statement in 02 years;
  7. Procedure of changes Certificate of Investment Registration

Company shall submit dossier at Department of Investment Registration.

Within 10 workdays, from the date on which the satisfactory application is received, Department of Investment Registration adjusts investor’s Certificate of Investment Registration.


In case foreign-invested company changes member by transferring, capital contribution leads changes on charter capital, the dossier must include: financial statement and fulfill tax obligation according to regulations.

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