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

Based on the documents guiding the implementation of the Law on Investment and the Enterprise Law of 2014, provisions on foreign investors investing in Vietnamese companies, Expertis will give you important information. It should be noted when making these Procedures for capital contribution, withdrawal, and loan of foreign investors in Vietnam to be safe and convenient during the process. In addition, this information will also support the accounting of foreign-invested enterprises to implement the correct process during the professional performance.

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Firstly, let's summarize the important provisions on the forms of investment and business licenses of foreign investors in Vietnam.

Foreign-invested companies investing in Vietnam can make direct investment or indirect investment.

Forms of investment in Vietnam

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:

“1. Cases where procedures for issuance of 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, purchase of shares or capital contributions of business 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 registration procedure for investment procedures, you need to establish a business, you must perform the business registration procedure in accordance with the provisions of the enterprise law on business registration depending on the rate of Charter capital with 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"

Business license

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, Decree 09 / 2018 / ND-CP, business licenses are granted to foreign-invested economic organizations when performing the following activities:

✓ Performing the right to retail distribution of goods, excluding goods specified at Point c, Clause 4 Article 9 Decree 09 / 2018 / ND-CP;

✓ Exercising the right to import, wholesale distribution of goods as stipulated in point c Clause 4 Article 9 Decree 09 / 2018 / ND-CP;

✓ To exercise the right to retail distribution of goods as stipulated in point c, clause 4 Article 9 Decree 09 / 2018 / ND-CP;

✓ Providing Logistics services; except for logistics service sub-sectors to which Vietnam has committed to open markets in international treaties to which Vietnam is a signatory;

✓ Leasing goods, excluding financial leasing; except lease of construction equipment to operators;

✓ Providing trade promotion services, excluding advertising services;

✓ Providing intermediary commercial services;

✓ Providing e-commerce services;

✓ Providing bidding services for goods and services.

Point c, Clause 4 Article 9 stipulates:

“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.

Procedures for capital contribution, profit withdrawal, borrowing from foreign investors

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: Making application for investment project registration, issuing investment certificate

B2: Opening direct capital investment account (account holder name: Company name)

B3: Transfer money from abroad to capital investment account to conduct business

b / Procedures for contributing investment capital to cases of indirect investment

B1: Registered with the Department of Planning and Investment on the purchase of shares and contributed capital and the certificate of eligibility for capital contribution / share purchase by foreign investors

B2: Opening an indirect capital investment account at the bank (account holder: name of foreign individual investing)

B3: Transferring money to buy contributed capital, shares from indirect capital investment accounts

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 enterprises, domestic organizations borrow from foreign investors / foreign organizations.

B1: Has complete loan documents as prescribed

B2: Open loan account and receive loan capital loan account (do not use payment account)

B3: Interest payments and principal repayments are used for capital investment / loan accounts

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.



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