Vietnam: What are the regulations on transfer of ownership of contributed assets of the company's members?
What are the regulations on transfer of ownership of contributed assets of the company's members?
Pursuant to Clause 1, Article 35 of the 2020 Law on Enterprises in Vietnam, the transfer of ownership of assets contributed as capital is as follows:
Transfer of ownership of contributed assets in Vietnam
1. Transfer of contributed assets by members of a limited liability company, partners of a partnership, shareholders of a joint stock company shall comply with the following regulations:
a) For assets whose ownership have been registered and LURs, the capital contributor shall follow procedures for transfer the ownership of such assets or the LUR to the company as prescribed by law. This transfer is exempt from registration fee;
b) Contribution of assets whose ownership is not registered shall be recorded in writing unless the contribution is made by wire transfer.
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3. The contribution is considered complete once the lawful ownership of the assets has been transferred to the company.
4. Procedures for ownership transfer are exempt for assets serving business operation of the sole proprietorship’s owner.
5. Payment for transfer of shares/stakes, receipt of dividends of remittance of profits by foreign investors shall be carried out through accounts in accordance with foreign exchange laws, except for payment in assets and cashless payment.
Thus, transfer of contributed assets by members of a limited liability company, partners of a partnership, shareholders of a joint stock company shall comply with the following regulations:
- For assets whose ownership have been registered and LURs, the capital contributor shall follow procedures for transfer the ownership of such assets or the LUR to the company as prescribed by law. This transfer is exempt from registration fee;
- Contribution of assets whose ownership is not registered shall be recorded in writing unless the contribution is made by wire transfer.
On the other hand, the contribution is considered complete once the lawful ownership of the assets has been transferred to the company.
Vietnam: What are the regulations on transfer of ownership of contributed assets of the company's members?
What are the contents of the record on transfer of contributed assets of the company's members?
Pursuant to Clause 2, Article 35 of the 2020 Law on Enterprises in Vietnam, the minutes of delivery and receipt of assets contributed as capital are as follows:
Transfer of ownership of contributed assets in Vietnam
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2. The record on transfer of contributed assets shall contain the following information:
a) The company’s name and headquarters address;
b) Full name, mailing address, legal document number of the contributor that is an individual; legal document number of the contributor that is an organization;
c) Types and quantities of contributed assets; total value of contributed assets and the ratio of this value to the company’s charter capital;
d) Date of transfer; signatures of the contributor or the contributor’s authorized representative and the company’s legal representative.
Thus, the record on transfer of contributed assets shall contain the following information:
- The company’s name and headquarters address;
- Full name, mailing address, legal document number of the contributor that is an individual; legal document number of the contributor that is an organization;
- Types and quantities of contributed assets; total value of contributed assets and the ratio of this value to the company’s charter capital;
- Date of transfer; signatures of the contributor or the contributor’s authorized representative and the company’s legal representative.
How to value contributed assets of the company’s members?
According to the provisions of Article 36 of the 2020 Law on Enterprises in Vietnam on the valuation of contributed assets as follows:
- Contributed assets that are not VND, convertible foreign currencies or gold shall be valued by members/partners/shareholders or a valuation organization and expressed as VND.
- Assets contributed upon establishment of an enterprise shall be valued by members/partners/founding shareholders by consensus or by a valuation organization. In the latter case, the value of contributed assets must be accepted by more than 50% of the members/partners/founding shareholders.
In case a contributed asset is valued at a value higher than its actual value at contribution time (overvalued), the members/partners/founding shareholders shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation.
- Assets contributed during the operation shall be valued by the owner or the Board of Members/Partners (for limited liability companies and partnerships) or the Board of Directors (for joint stock companies) and the contributor or by a valuation organization. In the latter case, the value shall be accepted by the contributor and the owner, the Board of Members/Partners/Directors.
In case a contributed asset is overvalued, the contributor, the owner and members of the Board of Members/Partners/Director shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation.
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