Capital Contribution Registration Vietnam: Article 21.3 and Circular 38/2026

Updated: 10 October 2026 · IVLF Advisors

Most foreign acquisitions of Vietnamese companies close without any investment licence. A defined subset cannot lawfully change the shareholder register until the investment registration authority has approved the deal. Capital contribution registration Vietnam requires in those cases is a gating item: if the parties sign and pay first, the enterprise registration update is refused, the price may be trapped and the buyer may hold an interest it cannot register.

Since 18 August 2026 the payment leg is regulated as well. This article analyses Article 21.3 of the Law on Investment 2025, the filing and its interface with enterprise registration, the new capital account rules for the price, and the SPA mechanics that allocate regulatory risk for a share acquisition foreign investors will close in 2026 or 2027.

Regulatory update as of 10 October 2026: Circular 38/2026/TT-NHNN (effective 18 August 2026) replaced Circular 06/2019/TT-NHNN and now sets how monetary contributions must be paid; Circular 55/2026/TT-BTC (effective 15 May 2026) supplies the registration forms; and Law 24/2026/QH16 will replace the conditional business line list from 1 March 2027. Each affects deal timetables signed today.

Article 21 Law on Investment: the legal framework

Two provisions of the Law on Investment No. 143/2025/QH15 (“LOI 2025”) frame every inbound equity deal. Article 21 Law on Investment governs investment by capital contribution and by purchase of shares or contributed capital. Article 26.2 confirms that such investment does not need an investment registration certificate (IRC).

Forms of share acquisition foreign investor deals

Article 21 covers subscribing for new shares or increasing contributed capital, and buying existing shares from current holders. The choice changes who receives the money and how tax arises, but the Article 21.3 analysis is the same for every share acquisition foreign investor structure.

Why no IRC is required

Article 26.2 exempts capital contribution and share purchase from the IRC regime, so capital contribution registration Vietnam deals involve no project proposal. The exemption is narrow: if the target later runs a new project while more than 50% foreign-owned, Article 26.1 requires an IRC for that project.

The three Article 21.3 triggers for capital contribution registration Vietnam

Under Article 21.3, a foreign investor must register the contribution or purchase before the change of members or shareholders in three cases. Otherwise no prior registration is needed and the target simply updates its enterprise registration.

Trigger (a): conditional sectors

Trigger (a) is engaged by any increase of foreign ownership in a conditional sector, not only by crossing a cap. A minority top-up therefore needs prior capital contribution registration Vietnam authorities will process. Classification follows our market access conditions analysis, applied to the target’s real activities, including ancillary ones.

Timing matters: Law 24/2026/QH16 replaces the conditional business line appendix with a new list of 137 lines from 1 March 2027. A closing straddling that date should be tested against both lists [Verification Required].

Trigger (b): the 50% threshold in capital contribution registration Vietnam

Trigger (b) captures crossing 50% and any later increase above it. A buyer moving from 40% to 51% must register; so must a buyer moving from 60% to 75%. Ownership is computed on the Article 20.1 basis, so a Vietnamese buyer that is itself majority foreign-owned counts on the foreign side. Staged deals should be mapped tranche by tranche: an exempt first closing can be followed by a second closing that needs capital contribution registration Vietnam rules require.

Trigger (c): sensitive land

Trigger (c) applies whatever the sector or stake, so even a small stake can need registration. It turns on where the target’s land-use rights sit. After the abolition of districts on 1 July 2025, check each plot against current ward and commune boundaries. Consultation with defence and security authorities may lengthen the timetable [State Authority Practice / Verification Required].

Transactions outside Article 21.3

Where no trigger applies, for example a 30% stake in an open-sector company with no sensitive land, no registration is needed and the target files the member change directly with the business registration office under Decree 168/2025. Record in a file note why each trigger was excluded.

Capital contribution registration Vietnam: procedure and dossier

The filing is lighter than an IRC but has its own traps. Decree 96/2026 governs it, but its dossier and timing provisions could not be verified in full [Verification Required].

Dossier and Form I.1.13

Circular 55/2026/TT-BTC provides Form I.1.13 for registration of capital contribution or share purchase by a foreign investor [confirm code against the official annex]. Practice suggests the dossier includes the application, investor status documents, evidence of the buyer-seller agreement or corporate approval, and land-use documents for trigger (c) [State Authority Practice / Verification Required]. Documents must be in Vietnamese or translated (Decree 96/2026, Article 5).

A well-prepared capital contribution registration Vietnam dossier anticipates the single supplementation request by stating which trigger applies and why. File with the investment registration authority at the target’s head office, typically the provincial Department of Finance, or the zone management board for in-zone companies.

Timing

Under the predecessor regime (Decree 31/2021/ND-CP) the decision issued within 15 days of a valid dossier. Whether Decree 96/2026 keeps that period for capital contribution registration Vietnam filings must be confirmed [Verification Required]. The Article 6 safeguards apply: receipt within 2 working days, one written supplementation request with that time excluded, reasoned refusals, and deemed agreement where a consulted agency stays silent. Model the statutory period plus supplementation and, for trigger (c), consultation time.

Interface with enterprise registration

Once approval issues, the target updates its members or shareholders with the business registration office. Under Articles 26 and 27 of Decree 168/2025/ND-CP, where registration was required, the enterprise dossier must include a copy of the approval. Article 1 of Decree 296/2026/ND-CP, effective 23 July 2026, directs the office to use national databases rather than request copies already held there. Carrying a copy remains prudent [State Authority Practice / Verification Required].

Corporate shareholders holding 25% or more should also be mapped for beneficial ownership declarations under Articles 17 and 18 of Decree 168/2025.

Paying the price after capital contribution registration Vietnam: Circular 38/2026 rules

Capital contribution registration Vietnam approval does not move money; Circular 38/2026/TT-NHNN controls how it moves. Counsel should treat the following points as conditions of the funds flow, not as bank formalities.

• Bank transfer into the account. Monetary contributions must be made by bank transfer into the investment capital account (Article 4.4). Cash and off-account settlement are not an option.
• Transfer before registration is allowed. Article 4.5 permits transfers before the capital increase or change is registered, so a deposit can be paid while approval is pending. Whether a bank releases funds to a seller before approval is bank practice [State Authority Practice / Verification Required].
• Who must hold the account. Article 6 covers foreign-invested economic organisations, defined to include companies with more than 50% foreign-owned charter capital. A target that crosses 50% on closing should expect to open the account (Article 7.6).
• Naming. The circular says “foreign investment capital account”; the market still says DICA.

How the purchase price between buyer and an existing holder is routed through the accounts is not settled by the circular’s general wording; confirm with the account bank before signing [Verification Required]. Our deal team handles this step together with the banking and finance practice.

Greenfield vs acquisition: a legal comparison

The greenfield vs acquisition decision is usually framed commercially. The legal dimensions differ just as sharply:

Where the target holds IRC projects, a change of investor may require an IRC amendment; see our series article on amending an investment registration certificate. Where control will be shared with a local partner, a joint venture may fit better; see our joint venture article.

When to acquire Vietnamese company interests

The case to acquire Vietnamese company interests is strongest where the target holds assets that are slow to replicate: sector licences, land-use rights in a constrained location, or grandfathered scope a new entrant could not obtain today. It weakens where diligence shows tax exposure, informal land arrangements or past breaches of foreign ownership rules, since those liabilities travel with the shares.

M&A approval Vietnam beyond Article 21

Article 21.3 is rarely the only approval. A complete M&A approval Vietnam map typically includes:

• Merger control. Economic concentrations meeting the Law on Competition 2018 thresholds must be notified before implementation [Verification Required: current thresholds].
• Sector regulators and corporate approvals. Licensed sectors may need approval of a change of owner; the charter may require pre-emption waivers.
• Tax. Seller-side capital transfer tax and, for offshore sellers, withholding and declaration duties [Verification Required under CIT Law 67/2025/QH15].

Risk allocation in capital contribution registration Vietnam deals

Where capital contribution registration Vietnam applies, build the SPA around the approval rather than assuming it. Agree at term-sheet stage who files, who pays and what happens to any deposit if the authority refuses or delays.

SPA provisions for capital contribution registration Vietnam

• Conditions precedent: Article 21.3 approval; merger control clearance; corporate approvals; sector consent.
• Long-stop date: statutory period plus supplementation and consultation time.
• Payment staging: deposit at signing into a compliant account, balance at closing after approval; escrow for identified risks.
• Warranties and indemnities: licences, land, tax, labour and prior foreign ownership compliance.
• Termination and refunds: clear consequences if approval is refused.

Risk matrix

Whether capital contribution registration Vietnam applies turns on facts: the target’s activities, ownership chain and land location.

IVLF provides a pre-deal red-flag review, prepares the registration filing pack and drafts the regulatory provisions of the SPA, working with our mergers and acquisitions team and, on the payment leg, the banking and finance practice. Confidential consultation: (+84) 936 726 065 · info@ivlf-advisors.com.

Frequently Asked Questions

When is capital contribution registration Vietnam required?

Under Article 21.3 LOI 2025: when foreign ownership increases in a conditional sector; when it rises above 50% or further above 50%; or when the target holds land in island, border, coastal or other security-sensitive areas.

Does a foreign share acquisition require an IRC?

No. Article 26.2 LOI 2025 exempts capital contribution registration Vietnam deals from the IRC requirement. An IRC may be needed later if the majority foreign-owned target implements a new project.

Which form is used for capital contribution registration Vietnam filings?

Form I.1.13 under Circular 55/2026/TT-BTC, effective 15 May 2026. Confirm the code against the annex.

Can the price be paid before registration is approved?

Circular 38/2026 Article 4.5 permits transfers before capital contribution registration Vietnam approval, always by bank transfer into the account (Article 4.4). Bank practice on releasing funds to the seller varies; confirm it first.

Is merger control a separate M&A approval in Vietnam?

Yes. Notification of an economic concentration under competition law is separate from Article 21.3 registration, depends on thresholds, and should be its own condition precedent where relevant.

Conclusion

Treat capital contribution registration Vietnam as a timetable item from day one. Run the Article 21.3 analysis before the term sheet, map ownership to the ultimate parent, check every land plot, and make each approval an express condition precedent. Then route the price only through the investment capital account, by bank transfer, as Circular 38/2026 requires.

This article provides general information on Vietnamese law as of 10 October 2026. It is not legal advice for any specific matter and should not be relied on without advice on your particular facts.