Transferring Capital or Shares to a Foreign Investor

Updated 2026-07-04

Selling part or all of your capital or shares to a foreign investor is not the same as an ordinary internal transfer. In many cases the deal must first clear a capital-contribution / share-purchase registration with the state before the money moves, and there is tax on any gain. This guide explains when that step applies, how the process works, and the pitfalls that trip people up — so your deal does not stall halfway.

When is the capital-contribution / share-purchase registration required?

When a foreign investor buys capital or shares in a Vietnamese company, the deal often has to go through a registration of capital contribution / share purchase before it can be completed. This is an approval step, not merely a record made after the fact.

It is typically required when the purchase raises the foreign-ownership ratio in the company, when the company operates in a sector with market-access conditions for foreign investors, or when it holds land-use rights in a sensitive area. If the case does not require registration, the transfer still has to update the members'/shareholders' details under the ordinary company rules.

The key is to determine correctly, at the outset, whether the company falls within the registration bracket — getting the sequence wrong can leave the transaction legally ineffective or the incoming payment improperly recorded.

Check the conditions first: business lines and ownership cap

Before any contract is signed, two key conditions of the target company must be reviewed:

• Business lines: some sectors carry market-access conditions for foreign investors, or specific conditions that must be met before foreign ownership is allowed
• Foreign-ownership ratio (the room): some sectors cap how much a foreign investor may hold — if the deal exceeds the cap, it will not be approved
• Capital conditions and any sector-specific requirements, where they apply

The process and the dossier

Since 1 July 2025, the capital-contribution / share-purchase registration for foreign investors is filed at the Department of Finance (Sở Tài chính) — the authority that took over this function after the merger, no longer the former Department of Planning and Investment. The basic sequence is:

• Step 1 — Register the capital contribution / share purchase: file at the Department of Finance for written approval that the foreign investor may buy
• Step 2 — Sign and pay: once approved, the parties sign the transfer agreement and pay through the correct account
• Step 3 — Update the enterprise registration: change the members/shareholders, legal representative and related particulars on the company record
• Foreign-investor documents issued abroad (an individual's passport, corporate records if the investor is a company) usually need consular legalisation and certified Vietnamese translation

Tax on the transfer gain

A transfer of capital or shares generally triggers tax on the gain — the difference between the transfer price and the cost base. The principle is that the seller bears the tax on that gain.

If the seller is an individual, personal income tax (PIT) applies; if the seller is an organisation, corporate income tax (CIT) applies. How the taxable base is worked out differs between a transfer of a capital stake in an LLC and a transfer of shares, so the type of transaction has to be identified correctly. We calculate the specific liability from your documents rather than quote a single blanket figure.

Filing and paying the tax on time is a condition for the deal to be recorded in full — skipping it usually causes friction when the enterprise registration is later updated.

The DICA account and the payment flow

For a foreign-invested company, the payment for the capital or shares usually has to move through the direct investment capital account (DICA) — the dedicated bank account that records foreign investment flowing into and out of Vietnam.

Paying through the wrong channel is one of the costliest mistakes: the payment may not be treated as valid, creating problems when profits are later remitted or the investment is exited. Opening and using the right account, and timing the payment, must line up with when approval is granted.

Common pitfalls

Signing and paying before the capital-contribution / share-purchase approval is issued — which forces the deal to be redone or leaves it unrecorded. Skipping the check on business lines and the ownership cap, then being refused. Moving money outside the DICA account. And overlooking the tax filing on the gain, which leaves the enterprise-registration update stuck.

We review the conditions, run the approve–sign–pay–update sequence in the right order, and handle the tax side too, so the deal closes cleanly and validly.