Non-cash capital contribution is expressly permitted for Vietnamese outbound investment, and for many groups it is commercially superior to sending money. Article 6 of Decree 103/2026/ND-CP – applying from 3 April 2026 – lists machinery, equipment, materials, raw materials, fuels, finished and semi-finished goods, the value of intellectual property rights, technology and rights to assets, and shares, capital contributions and projects exchanged at economic organisations, alongside foreign currency and Vietnamese dong.
Non-cash capital contribution versus cash
Cash is simple, liquid and easy to evidence, but it consumes the registered ceiling in the outward investment certificate and requires the group to have the money available at the transfer date. A non-cash capital contribution of equipment or technology achieves the same economic funding while deploying assets the group already owns – and, for manufacturers, it frequently reflects what actually happens: a Vietnamese plant equips its overseas sister facility.
The trade is documentation. Cash proves itself through a bank record; assets must be valued, described, exported and reconciled. Groups that treat that as an accounting afterthought find the outbound file stalls at exactly the point the overseas project needs equipment.
The four non-cash capital contribution asset families
Physical assets – machinery, equipment, materials, raw materials, fuels, finished and semi-finished goods – travel with customs and export documentation that must match the declared contribution item by item. Intellectual property and technology require evidence of ownership and a defensible basis for the value attributed, whether registration certificates, development cost records or comparable licensing terms.
Rights to assets form a third family, and the fourth is the exchange mechanism: shares, capital contributions and projects swapped at economic organisations in Vietnam and abroad, which lets value move between group entities without cash crossing borders at all.
Valuing a non-cash capital contribution
Three records make a non-cash capital contribution defensible. An independent valuation prepared before the contribution rather than reconstructed afterwards, using a methodology the authority recognises. Customs and export documentation for physical assets, consistent with the valuation description. And, for intangibles, ownership evidence together with the reasoning behind the value attributed.
Groups sometimes default to book value because it is available. In practice book value understates contributed technology and invites questions about whether the declared outward investment capital reflects what actually left the country – and it fixes an artificially low base cost for any eventual disposal. A properly evidenced valuation is both more accurate and cheaper to defend.
How it interacts with the certificate and currency rules
The contribution must sit within the capital amount and schedule recorded in the outward investment certificate, and the currency conversion rules in Circular 34/2026/TT-NHNN determine how a non-cash contribution is expressed against the registered ceiling – our outbound foreign exchange guide covers the mechanics. Where assets are later realised and proceeds returned, the recovery treatment in our capital repatriation guide applies.
The same logic runs inbound. Foreign investors contributing equipment or technology into a Vietnamese company face a comparable valuation and documentation discipline, examined in our in-kind capital contribution guide.
Non-cash capital contribution FAQs
Is approval needed for the asset itself?
The contribution is assessed as part of the outbound file rather than separately, but the asset description and valuation must be complete when that file is submitted – see our outward investment capital guide.
Can technology alone fund a project?
The value of intellectual property rights and technology is an express permitted source. Host-country rules on accepting non-cash subscription must also be satisfied, which is a parallel analysis rather than a consequence of the Vietnamese position.
What about tax?
Contributing appreciated assets can crystallise gain, and the valuation fixes the base cost. Coordinating with our tax compliance guide before the contribution avoids an unwelcome surprise. Texts are published via the Ministry of Finance.
Practical sequence for a non-cash contribution
Five steps in order. Identify the assets and confirm they fall within a permitted family. Commission the valuation before anything moves, since the figure feeds the certificate application. Include the assets and their value in the outbound file so the registered capital reflects what will actually be contributed.
Complete export and customs formalities for physical assets, matching the valuation description. And record the contribution in the host-country entity in a form that country accepts, which is a separate legal analysis running in parallel.
Reversing that order is where files fail. Shipping equipment first and documenting later leaves the group holding assets abroad that the Vietnamese certificate does not record as a non-cash capital contribution, which is an awkward position to unwind and an expensive one to explain.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
