Investment focus of 2019: Procedures for capital contribution, withdrawal, loan from foreign investors

I. Investment in establishing economic organizations According to Article 36 Clause 1, 2 2014 Investment Law stipulates that the procedure for granting investment registration certificate is: "first. Cases in which investment registration certificates are required: a) Investment projects of foreign investors; b) Investment project of an economic organization prescribed in Clause 4 of this Article. 2. Cases not required to carry out procedures for the grant of an investment registration certificate: a) Investment projects of domestic investors; b) Investment project of an economic organization prescribed in Clause 4 of this Article; c) Investment in the form of capital contribution, share purchase, or capital contribution of economic organizations. " Thus, for a project of a foreign investor, a project of an economic organization with the capital that satisfies the conditions specified in Article 23, the 1 acts as a foreign investor (charter capital of 51% or more. ) it must be done procedures for issuing investment certificates. After carrying out the procedures for registration of investment procedures, if you wish to establish a business, you must carry out the business registration procedures in accordance with the provisions of the Law on Enterprises on registration of business establishment depending on the rate of registration of the enterprise. ratio of your charter capital to other investors.   II. Foreign investors invest in Vietnam by contributing capital, buying shares, or buying capital contributions established in Vietnam In contrast to the form of foreign investment in Vietnam through foreign investors contributing capital to buy shares, capital contributions in Vietnam for conditional business lines applicable to foreign investors. or the capital contribution, purchase of shares or contributed capital portions, which lead to foreign investors owning from 51% of the enterprise's charter capital, must carry out the procedures for registering to purchase the contributed capital with the Department of Planning and Investment without need to carry out procedures for granting Investment Registration Certificate; but must have paper "Notice of conditions for capital contribution / share purchase / redemption of foreign investor's capital contribution"

Foreign investors investing and trading in Vietnam for a number of specific industries must carry out the procedures to apply for a business license. Subjects required to carry out procedures to apply for business licenses for foreign investors: According to Clause 1, Article 5 of Decree 09/2018 / ND-CP, a business license is issued to a foreign-invested economic organization when performing the following activities: ✓ Exercising the right to retail distribution of goods, excluding goods specified at point c, clause 4, Article 9 of Decree 09/2018/ND-CP; ✓ Exercising the right to import and wholesale distribution of goods specified at Point c, Clause 4, Article 9 of Decree 09/2018/ND-CP; ✓ Exercising the right to retail distribution of goods specified at Point c, Clause 4, Article 9 of Decree 09/2018/ND-CP; ✓ Providing Logistics services; except for logistics service sub-sectors to which Vietnam has committed to open the market in international treaties to which Vietnam is a member; ✓ Leasing of goods, excluding financial leasing; except for leasing construction equipment to operators; ✓ Providing trade promotion services, excluding advertising services; ✓ Providing commercial intermediary services; ✓ Providing e-commerce services; ✓ Providing services of organizing bidding for goods and services. Point c, Clause 4, Article 9 provides: “C) For goods being rice; Street; recorded items; Books, newspapers and magazines: Considering granting licenses to exercise retail distribution rights to foreign-invested economic organizations that already have retail establishments in the form of supermarkets, mini supermarkets and convenience stores for retail at those facilities. ” Departments of Industry and Trade where foreign-invested economic organizations are headquartered shall grant, re-grant, adjust and revoke business licenses.

According to the Circular No. 06 / 2019 / TT-NHNN dated 26 / 06 / 2019, the procedures for capital contribution, profit withdrawal, and borrowing from foreign investors are summarized as follows: 1. Procedures for capital contribution a / Procedures for contributing investment capital to the case of direct investment B1: Make investment project registration documents, issue Investment Certificate B2: Open direct capital investment account (account holder name: Company name) B3: Transfer money from abroad to account capital investment to conduct business b / Procedures for contributing investment capital to cases of indirect investment  B1: Register with the Department of Planning and Investment for the purchase of shares, contributed capital and be granted a certificate of eligibility for capital contribution/share purchase from foreign investors B2: Open an indirect capital investment account at a bank (owner) account: name of foreign individual investing) B3: Transfer money to buy capital contribution, shares from indirect capital investment account   2. Withdraw profits, capital investment Foreign-invested companies (in case of direct investment or indirect investment) when the companies share profits, investors must withdraw money from the above steps through their accounts. Direct capital investment in companies or indirect investment accounts of foreign investors.   3. Borrowing capital from foreign investors / borrowing from foreign organizations In case domestic enterprises and organizations borrow from foreign investors/foreign organizations. B1: Have full loan documents as prescribed. B2: Open loan account and receive loan loan account (Not allowed to use a checking account) B3: Paying interest and principal loan using capital investment account/loan account Note:

• For short-term loans of less than one month, there is no need to register with the SBV and pay on time.
• Must register with the SBV for short-term loans but do not pay them on time; Medium and long term loan.