Templates

In case of changes of members because of stake transfer, the company shall send a Notification to Business Registration Office where it was registered. The notification must be enclosed with a Capital Contribution Transfer (Clause 2 Article 45 Decree No.78/2015/NĐ-CP dated 9/14/2015 on Enterprise Registration)

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Template for Capital Contribution Transfer Agreement

The Socialist Republic of Vietnam

Independence - Freedom - Happiness

AGREEMENT

ON CAPITAL CONTRIBUTION TRANSFER

Today, mm... dd ... yyyy ... at the office of  ... (hereinafter referred to as “Company”), address: ..., we include:

Transferor (Party A):

Mr./Ms.: …

Nationality: …                                                

Date of birth: …..mm/…dd/..…yyyy

ID card/Passport number: ….issued by:…issued on: …mm/…dd/…yyyy

Permanent resident address: ...

Transferee (Party B):

Mr./Ms.: …

Nationality: …   

Date of birth: ….mm/…dd/…yyy

ID card/Passport number: ….issued by:…issued on: … mm/…dd/ … yyyy

Permanent resident address: ...

Both parties mutually agree on transfer of contributed capital as follows:

Article 1: Party A assures that on the signing date of the agreement, it legitimately owns a capital contribution to the Company with the capital contribution …VND, accounted to ….% of the charter capital of the Company, according to the Enterprise Registration No.: ……. Issued by the…Business Registration Office, issued on:…mm/dd/yyyy.

Article 2: Party A agrees to transfer to Party B the portion of capital contribution of ….VND, accounted to …. …. % of the charter capital of the Company at the transfer price of : …. VND ( in words: …..). The handover of the above capital shall be implemented by the two parties at the time of signing this agreement before the witness of the legal representative of the Company.

Article 3: Both parties shall implement paper works relating to the capital contribution transfer in order for the Company to be able to complete business registration procedure according to law. Party B shall inherit all rights and obligations of Party A on behalf of a member of the Company from the date on which the capital contribution transfer is completed.  

Article 4:  After finishing the capital contribution transfer, disputes arise if any shall be negotiated, dealt with by both parties on the principle of respect for each other’s rights. In case a dispute cannot be resolved between them, either of the two parties may initiate a lawsuit to request the competent court to resolve the dispute according to the applicable law. The Company and the Business Registration Office shall not be responsible to resolve any dispute arose if any.

Article 5: The two parties declare and assure that personal information, the portion of capital contribution written on this agreement is accurate. The portion of capital contribution is not disputed, seized in order to enforce a court’s decision. The signing of this agreement is voluntarily, without any duress or undue influence. Party B has reviewed carefully, clearly understanding of the said portion of capital contribution and related legal documents. Both parties have responsibility to execute fully and completely all contents of this agreement.

Article 6: The two parties have read and agree to all articles of this agreement before signing. The legal representative of the Company shall only sign to acknowledge the both parties have completed the transfer mentioned in this agreement.

Article 7: This agreement shall take effect from the time it is signed by the parties and is made into 04 copies of equal validity. Party A shall kept 01 copy, Party B shall kept 01 copy, 01 copy shall be kept at the Company for filing, 01 copy shall be sent to the Business Registration Office.

TRANSFEROR (I have received full amount of …) Signature and full name ...

TRANSFEREE Signature and full name ...

Acknowledgement of the legal representative of the Company

On …mm/…dd/…yyyy the two parties have completed the transfer of capital contribution.

DIRECTOR

(Signature, full name, stamp) 

... 

Template for Capital Contribution Transfer Agreement: Download 

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Template for Capital Contribution Transfer Agreement

Prepared by: Thi-Ha Nguyen, ACCA

DMS Lawfirm in Vietnam Director (Signed) Lawyer Do Minh Son