FDI Capital Increase, Investor Change, Capital Transfer: What to Check

A company with foreign capital that wants to increase capital, bring in a new investor, or have an existing investor transfer its capital stake — these three matters sound alike but follow different procedures, and often have to be done at the same time at two authorities: the investment registration authority and the business registration authority.

This article helps enterprises and investors picture what to review before signing a capital increase agreement or a transfer contract, to avoid discovering only after signing that a condition is missing or the money was sent through the wrong channel.

Adjusting the investment project and changing enterprise registration — different, but may have to be done at the same time

For an enterprise with foreign capital that has been issued an Investment Registration Certificate, any change to the content recorded in this certificate — for example the project’s investment capital, the capital contribution schedule, or the scale — requires the procedure to adjust the investment project under Law on Investment No. 143/2025/QH15 and Decree 96/2026/NĐ-CP, at the investment registration authority.

In parallel, changes to the enterprise’s charter capital, members or shareholders are a procedure to change enterprise registration, carried out at the business registration authority under the Law on Enterprises.

The first thing to do: determine whether this change affects only the enterprise registration, only the investment project, or both — because the order of filing between the two authorities can affect the overall processing time.

A newly joining foreign investor — market access conditions must still be checked

A point that is easily overlooked: when a new foreign investor joins the enterprise — whether by contributing additional capital or receiving a transfer from the former investor — the new investor must still meet market access conditions, and does not automatically inherit the rights of the former investor.

Foreign investors are subject to the same market access conditions as domestic investors, except for business lines in the List of market access restrictions announced by the Government (Article 8 of Law on Investment No. 143/2025/QH15). In addition, an economic organization in which foreign investors hold more than 50% of the charter capital (or equivalent) must meet the conditions and procedures applied to foreign investors (clause 1, Article 20). So if the capital increase or transfer causes the foreign ownership ratio to cross this threshold, the enterprise needs to re-review all conditions, not only for the changed portion of capital.

Transferring capital contributions or shares differs from transferring an investment project

The two are often lumped together when people say “selling the company,” but they fall under two different legal frameworks:

• Transferring capital contributions or shares: a transaction between the owners of capital stakes in the enterprise, under the Law on Enterprises and the company Charter. After the transaction, the enterprise is unchanged; only the person named as owner of the capital changes.
• Transferring an investment project: the handover of an investor’s rights and obligations for a specific project to another investor, under the Law on Investment. This may or may not come with a change of owner of the enterprise carrying out the project.

A real transaction — for example a foreign investor selling its entire capital stake to another investor — is usually both a share transfer and something that needs to be checked for whether additional procedures related to the investment project are required, depending on the content of the Investment Registration Certificate issued.

The foreign investment capital account in Vietnam: money must take the right channel

Additional capital contributions from a foreign investor, and payments for capital transfers to or from a foreign investor, need to go through the foreign investment capital account in Vietnam opened at an authorized bank, under the foreign exchange management regulations for foreign investment activities. From 18 August 2026, this regulation follows Circular 38/2026/TT-NHNN, replacing Circular 06/2019/TT-NHNN; the name of this type of account also changes from “direct investment capital account” (under Circular 06/2019/TT-NHNN) to the new name stated above.

Using the right account channel has real practical importance:

• It is the basis on which the bank allows profits and capital to be transferred abroad later.
• It helps prove the lawful source of funds during an inspection or examination, or when the enterprise dissolves or terminates the project.
• It avoids money being sent to the wrong account, which could lead the bank to refuse to confirm the capital contribution or transfer transaction.

What to do: before sending capital contributions or paying for a transfer, work with the bank where the enterprise has opened its foreign investment capital account in Vietnam to confirm the right type of transaction and the right account.

Dossiers to review before signing the capital increase agreement or transfer contract

When should preparation begin?

Adjusting the investment project, changing enterprise registration and dealing with the bank each need their own processing time at each authority, and may depend on one another — for example, the business registration authority may require the adjusted Investment Registration Certificate before recording a change in charter capital. It is therefore advisable to begin the review and prepare the dossier as soon as the parties have just agreed in principle on a capital increase or transfer, rather than waiting until the formal agreement or contract has been signed.

For a transaction in which a new foreign investor joins Vietnam for the first time, the preparation time should also allow for consular legalization and translation of documents issued abroad, since this is often the most time-consuming part of the whole dossier.

What Thái Tín can help with when an FDI company increases capital or transfers capital

Serving FDI enterprises in the operating and expansion stage is one of Thái Tín’s strengths. For capital increases, changes of investor and capital transfers, we:

• check the status of the existing Investment Registration Certificate and Enterprise Registration Certificate, and determine the procedures to be done and the order to do them in;
• do a preliminary check of market access conditions for the new investor before the parties sign the agreement;
• connect professional partners for valuation, the legal dossier of the transfer contract, accounting, and working with the bank on the foreign investment capital account in Vietnam;
• coordinate and track progress at both authorities until the agreed scope is completed.

The investment registration authority, the business registration authority and the bank review and decide within their competence.

You can send the planned change (a capital increase, change of investor or transfer, and the new ownership ratio) through the contact page to have the status checked first. The content of this article is general guidance and does not replace reviewing the actual dossier of each enterprise.

Questions and answers

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