Sample agreement for transferring contributed capital

When transferring the contributed capital to the other entity, you need to have an agreement for transferring contributed capital to assure about your rights and obligations in the transaction and to complete the changes on content of business registration. We’d like to introduce about a sample agreement for transferring contributed capital for your reference as follows:  

THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

——-***——-

…., …. 2019

SAMPLE AGREEMENT FOR TRANSFERRING CONTRIBUTED CAPITAL

No: …./2019/HDCNVG

• Pursuant to Civil Law 2015
• Pursuant to Enterprise Law 2014
• Pursuant to Charter of …. Co
• Pursuant to Business Registration Certificate no. ….of …… Co issued by Business Registration Bureau, …… Department of Planning and Investment
• Pursuant to demands of two parties.

TRANSFEROR (PARTY A):       

Sex:                                                               

Nationality :                                                Date of birth:

Passport number: 

Permanent address:

TRANSFEREE (PARTY B):   

Sex:                                                     

Nationality:                                                   Date of birth:

Passport number:

Permanent address:

After disscussion, the two parties agree to sign the agreement on transferring contributed capital with the following detailed articles as follows:

Article 1. The transferred subject for the agreement

Party A agrees to transfer to Party B the capital contribution of …. USD equivalent to …. VND of ….% of the total charter capital of …. (Name of the company) according to the transferring agreement no. …./2019/HDCNVG dated …..2019.

The contributed capital that Party A transfers does not belong to regulations in Point 6, Article 54, Law on Enterprise 2014.

The contribution is not pledged, mortgaged or under limited transferring scope in accordance with the Charter of ….(name of the company)

Article 2:  The transferring price:

The price for transferring the contributed capital is fixed at ….USD equivalent to …. VND and ….% of the total charter capital of ….

The price does not include all fees and tax as regulated by law.

Article 3: Payment method and duration:

The total transferred money as specified in Article 2 shall be paid to the transferor by the transferee by bank transfer or by cash depending on actual situation of the two parties.

The payment is implemented right after the two parties sign in this agreement.

Article 4: Declaration and assurance of the transferor:

The transferor declares and assures that on the signing date of the agreement:

– The transferos is a member of …. which is legitimately organized and establised and comply with Vietnam law in its activities. The transferor already completed all legal procedures necessary for the transferrence of the contributed capital;

– The contributed capital is already registered and paid in full for …(name of the company)

– The transferor commits to hand over the management rights for the contributed capital of (name of the company) and the two parties shall implement legal procedures necessary for the registration of business registration certificate for the contributed capital;

– The transferor’s signature for the agreement and the transferor’s completion for the transferrence of the contributed capital is legitimate and approved by the Board of Members.

– The transferor shall have responsibilities in paying all taxs and fees regarding to the transferrence of contributed capital as specified in related laws.

Article 5: Declaration and assurance of the transferee:

The transferee declares and assures that: 

– It shall pay in full and by deadline as committed in this agreement;

– The transferree shall implement all rights and obligations as a memer of (name of the company) after completing all obligations for this agreement.

– The transferree shall not have responsibilities for all debts and property obligations of (name of the company) which arised before the registration day for its name presence in business registration certificate.

– The transferree declares and assures that: the transferree’s signature for the agreement and its completion for all obligations followed with this agreement is legitimate without more permission from the relevant authority.

Article 6: Common term

This agreement is valid from the signing date. All articles which are admended or supplemented for these terms shall be only valid in case the two parties confirm about their obligations and by document. In case, there is any disputes that can be settled by mutua agreement and mediation, the two parties shall agree to bring the case to the Civil Court for settlement.

This agreement include 03 pages and 06 articles in English and is mage into 03 copies with the same validity. Each party keeps 01 copy. One copy is submitted to Department of Planning and Investment for referrence.

CONFIRMATION OF THE COMPANY

(Name of the company) commits that the transferrence for the contributed capital between …. and …. is completed.

LEGAL REPRESENTATIVE

General Director

(signed and chopped)