What is a capital contribution contract? Classification & sample capital contribution contract

See now: What is a capital contribution contract? Sample capital contribution contract for business investment and capital contribution contract for company establishment. Classification and required contract content.

What is a capital contribution contract?

According to Article 385 of the 2015 Civil Code, a contract is considered a civil agreement between two or more parties on establishing, changing or terminating the civil rights and obligations of the parties to the contract.

At the same time, according to Clause 18, Article 4 of the Enterprise Law 2020, capital contribution is the act of individuals and organizations contributing assets to form the charter capital of a company. Contributed assets can be cash, land use rights, intellectual property rights, gold, freely convertible foreign currency, technical know-how, technology or other types of assets that can be valued in Vietnamese Dong.

Capital contribution can occur in 2 cases: 

• Establish a new company or increase the company’s charter capital;
• Contribute capital to cooperate in business with other entities.

➧ Thus, a capital contribution contract can be understood as a legal act that creates ownership rights for the organization/group of people owning the contributed assets, and also creates legal rights and obligations for the organization or individual contributing capital corresponding to the contributed capital ratio.

Current types of capital contribution contracts

1. Contract for capital contribution to establish a company, increase charter capital

A capital contribution contract to establish an enterprise is a written agreement between the capital contributor and the remaining parties on the contribution of assets (in cash, land use rights, intellectual property rights, gold, freely convertible foreign currency, technical know-how, technology or other assets that can be valued in Vietnamese Dong) to establish an enterprise, or increase the charter capital of the following two specific types of enterprises: 

• Limited liability company with 2 or more members;
• Joint stock company.

Note:

➧ In case of contributing capital to establish a company: Members of a limited liability company with 2 or more members, founding shareholders of a joint stock company must contribute the correct and full amount of capital committed when registering to establish the company within 90 days from the date the company is granted a business license.

➧ In case of capital contribution to increase the company’s charter capital: The company can increase its capital contribution by increasing the capital contribution of existing members/shareholders or receiving additional capital contribution from new members/shareholders. The additional capital contribution must be completed before the company completes the procedures to increase its charter capital at the Department of Planning and Investment. 

➧ The capital contribution period does not include the time for procedures to transfer ownership of assets, time for transporting and importing assets and must be specifically stated in the capital contribution contract.

2. Contract for capital contribution for business investment and business cooperation

In case of not establishing a business, the parties participating in the cooperation can contribute capital to jointly implement a specific business investment project. This capital contribution contract is called a business cooperation contract or an investment cooperation contract.

Accordingly, the parties agree in the contract to jointly contribute capital to conduct business but do not establish a legal entity. Rights, obligations and profits will be specifically agreed upon by the parties in the capital contribution contract.

Business capital contribution contract template

Below is a sample business capital contribution contract applicable to 2 individuals or between an individual and an organization. You can view the details and download it for free.

>> FREE DOWNLOAD: Business capital contribution contract – Reference sample.

Contents of capital contribution contract

When drafting a capital contribution contract, the capital contribution contract must ensure the following contents:

• Information about the subjects participating in signing the contract;
• Subject of capital contribution contract;
• Payment method and payment term of capital contribution;
• Rights and obligations of the parties involved;
• Profit sharing;
• Validity of capital contribution contract;
• Dispute resolution;
• Some other terms of the contract are agreed upon by the parties.

CALL NOW

Some frequently asked questions about capital contribution contracts

1. How many types of capital contribution contracts are there?

There are two main types of capital contribution contracts: 

• Investment capital contribution contract;
• Capital contribution contract to establish a business or increase the company’s charter capital.

2. What is a capital contribution contract to establish an enterprise?

A capital contribution contract to establish an enterprise is a written agreement between the capital contributor and the remaining parties on contributing assets to establish an enterprise, or increasing the charter capital of two types of enterprises: joint stock companies and LLCs with 2 or more members.

Assets here can be cash, land use rights, intellectual property rights, gold, freely convertible foreign currency, technical know-how, technology or other types of assets that can be valued in Vietnamese Dong.

3. What is a business capital contribution contract?

A business capital contribution contract is a written agreement to contribute capital between two or more parties to jointly implement a specific business investment project, but without establishing a legal entity. Rights, obligations and profits will be specifically agreed upon by the parties in the capital contribution contract.

Call us at  0978 578 866 (North)  –  033 9962 333 (Central)  –  033 9962 333 (South)  for support.