Sending information to the Government Electronic Information Portal, the reader said that his company is a domestic investor, owning 0.2% of capital in a wind power project company. The remaining capital (99.8%) is owned by a foreign investor.
The reader's company needs to transfer 100% of its shares to a foreign investor (who is currently an existing member) in the project company.
Readers ask, after completing the transfer, the project company will increase the charter capital, so can this procedure be carried out? Legal basis, implementation steps, implementation time and what should be noted for the two above procedures?
Regarding this issue, the Government Electronic Information Portal has cited the opinion of the Foreign Investment Agency - Ministry of Finance as follows:
Regarding the procedures for transferring shares to foreign investors, investment in the form of capital contribution, share purchase, and share purchase of capital contribution of economic institutions is stipulated in Articles 24, 25 and 26 of the Law on Investment 2020 and Articles 65, 66 of Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government detailing and guiding the implementation of a number of articles of the Law on Investment.
Foreign investors contributing capital, purchasing shares, purchasing capital contributions of economic institutions must meet the regulations on market access conditions for foreign investors when purchasing shares in economic institutions established in Vietnam as prescribed in Clause 3, Article 9 of the Law on Investment 2020 and Articles 15, 16 and 17 of Decree No. 31/2021/ND-CP dated March 26, 2021.
Regarding the dossier for registering changes to charter capital:
Regarding the increase in charter capital, readers are requested to study the 2020 Enterprise Law and instructions in Article 51 of Decree No. 01/2021/ND-CP dated January 4, 2021.
Accordingly, the dossier for registering for changes in charter capital includes documents from the investment registration agency approving the contribution of capital, purchase of shares, purchase of contributed capital of foreign investors, economic organizations with foreign investment capital in cases where it is necessary to carry out procedures for registering capital contributions, buying shares, buying contributed capital according to the provisions of the Investment Law.
The Foreign Investment Agency - Ministry of Finance recommends that readers study the above instructions, apply the specific case of readers to comply with the provisions of the law on investment and relevant specialized laws.
