english
vietnamese
BDLaw › FAQ › Answer

Answer

Question: Our company is a limited liability company with five members operating in the field of civil construction. We want to increase our charter capital by receiving the contribution from our existing members. There is a member wishing to contribute the value of his apartment under the apartment purchase agreement in which, he would be the owner of the apartment in 12 coming months from now. Would he be entitled to contribute the said apartment to the company charter capital?

Answer:

Under the Law on Enterprises, capital contribution means  the  transfer  of  assets  into  a  company  so  as  to  become  the owner  or  a  joint  owner  of  the  company.

Moreover, pursuant to the Article 2, clause 1, point g, Decree 108/2006/ND-CP providing detailed provisions and guidelines for the implementation of a number of articles of the Law on Investment, the invested capital means Vietnam Dong, freely convertible foreign currency and other lawful assets including, among other, “real property; rights with respect to real property, including the right to lease out, assign, contribute as capital, mortgage and use to provide guarantees”.

However, the capital contribution making by the rights with respect to real property that will be formed in the future has not been further stipulated in any other regulations on investment.

According to the Article 91 of the Law on Residential Housing, the conditions for residential housing to be transacted, among other thing, is to have a residential housing ownership certificate in accordance with law. Additionally, Article 92 of the Law on Residential Housing required that the conditions on participants in house-related transactions must be house owners or representatives under the provisions of civil law.

Furthermore, the recent Official Letter No. 82/BXD-QLN of the Ministry of Construction dated 13 July 2009 based on the above mentioned regulations when explaining the contributed assets and stated that the capital contribution making by the agreement on promise of apartment purchase to the company is not in compliance with regulations on conditions for residential housing to be transacted.
Therefore, the member that you mentioned shall not be entitled to contribute his value of the apartment to be formed in the future to the charter capital of the company.

[Back] [Top]

 Question: We are a share holding company having ten shareholders. In order to increase the capital, we have issued new shares and we intend to offer to our five partners that may include a commercial bank. Please tell us the conditions relating to the offering shares?
 Question: We are an US-based investment company. We have already set up our wholly owned company in Vietnam. We consider purchasing shares from unlisted Vietnamese companies. Is there any difference if our Vietnam-based company purchases the shares? Could we purchase 100% shares of a company? What are the conditions that we have to satisfy?
 Question: I am intending to work in Vietnam as chief of a representative office of a foreign construction company in Hanoi. I know that foreigners working in Vietnam must have work permit issued by competent authority, however work permit are exempted in some cases. Could you tell me about the conditions for a foreigner working in Vietnam? Shall I have to get work permit from the competent authority?
 Question: Due to many difficulties caused by the world economy down turn, our company is forced to shrink its operation scale. Therefore, many of our labourers are deemed to be redundant. Can we reduce our workforce by terminating the labour contract with these labourers?
Question: Our company is an US-based company operating in home appliances trading. We and a Vietnamese partner are intending to enter into a franchise contract, in which we will be the franchisor. Shall the franchise contract be required to get the approval from or be registered with the competent authority of Vietnam? What kinds of conditions that we have to satisfy?
Page 1/9
1
2
3
4
5
... 9