The form of capital contribution contract establishing a company is an agreement between individuals and legal entities on the contribution of assets and efforts to establish a company such as a joint-stock company, partnership company or a two-member limited liability company. The parties to capital contribution will jointly benefit and be responsible for the obligations of the company within the capital contribution. To ensure mutual trust and commitment, company members sign a capital investment agreement to establish the company before establishing the company.

1. What is the form of capital contribution contract establishing a company?

The form of capital contribution contract establishing a company is a legal document containing the terms and conditions under which the parties to capital and the company agree to regulate capital contribution and capital management during the establishment of the company. This contract is often used in the process of establishing a company in Vietnam and is responsible for identifying the rights and obligations of the parties involved in capital contribution and use of capital in the business of the company.

2. Contents form of capital contribution contract establishing a company

The economy is growing now, with the need to establish a company to develop businesses increasingly. However, not everyone knows the procedures for establishing a company. Among them, one of the biggest concerns is capital investment to start a business.

Providing capital for establishing a company in general and in particular establishing a joint stock company is one of the prerequisites for forming a certain amount of capital for establishing and maintaining the company in the future. Investment must be made in writing (investment agreement) to address the case of transfer of assets and risk avoidance for both companies and investors.

2.1 Subject of the capital contribution contract form to establish a company

The subject of the capital investment contract can be both legal and individual. In a capital investment agreement, the number of subjects is unlimited, according to the parties’ capital investment agreement, may include two or more investors in a business relationship, depending on the size of the agreement. And the needs, abilities, desires of investors.

2.2 Forms of capital contribution contracts for establishment of a company

A capital investment contract is a contract signed by multiple parties, in which the entities participate to perform the same work for the purpose of capital investment.

Since the subject of the cooperation agreement is the agreed obligations between the parties, the cooperation agreement has been agreed. However, the law requires the contract to be in writing because it is a complicated contract and the contract document is evidence to settle the dispute if it arises:

• It is a contract in which many parties contribute assets and/or make efforts.
• Contracts consistent with the economic production cycle.
• Subjects may change during the performance of the contract (when a member joins or leaves the cooperative).
• Representatives of participants in the creation and execution of transactions with third parties.

The form of the capital investment agreement may include additional witnesses or parties to the agreement on the selection of notarized forms. In the case that assets contribute capital as land use rights, in addition to notarized cooperative agreements, parties must register changes in land use rights at the Land Registration Office as stipulated in Article 3, Article 188 of the 2013 Land Law.

2.3 Contents of the form of capital contribution contract establishing a company

Details of parties: investors and recipients of capital contribution

Content of donation:

• The reported assets are VND, freely convertible foreign currency, gold, value of land use rights, intellectual property rights, technology, technical know-how, other identifiable assets valued in VND. Therefore, venture capitalists can choose to donate in various forms. At the same time, note that capital investment on the basis of land use rights is subject to the provisions of the Land Law; capital investment corresponding to the value of intellectual property rights, technology and technical secrets is subject to the law on intellectual property;
• Find out whose assets are invested.

Value of the donation:

• According to regulations, when converting capital into stock capital of the company, assets other than VND, freely convertible foreign currency, gold must be approved by founding members, shareholders or professional valuation organizations and must be determined in VND.
• In other cases of capital investment, the value of assets must be determined on the basis of the parties’ agreement;
• Duration of capital investment;
• Purpose of capital investment;
• Rights and obligations of parties to the contract;
• Settle disputes; ;
• Distribution of benefits and risks (if any);

3. Guidelines for preparing capital contribution contract forms for establishing a company

To ensure that your business sponsorship agreement is as accurate as possible, you should:

• The title must be in accordance with the regulations.
• The purpose of the contract should be clearly defined in the working capital contribution agreement.
• If the parties have a contractual agreement, the capital contribution of the company must be specified in the contract.
• In order to avoid disputes, parties must specify in the form of capital contribution to the company such as cash, transfer, etc. when negotiating capital contribution. and a clear price deal.
• The parties must agree that the contract must specify the duration of the contract, the specific place where the contract will be implemented, and how the investment contract will be implemented.
• To specify the rights and obligations of each party to the contract
• An investment contract specifies the responsibilities of each party in an investment contract.
• If the parties fail to agree on the performance of the contract, the parties must agree to supplement the method of dispute settlement.

The contents of the working capital contribution agreement must be in accordance with the provisions of the Investment Law, the Enterprise Law and the Civil Law. Therefore, when contributing capital, the company needs to ensure compliance with the terms of the contract.

• The type of investment must comply with the Investment Law and the Companies Law. For example, agreeing to invest in a company branch is unacceptable.
• Is business content not subject to business prohibition/restriction regulations. For example: Do not finance the purchase of pharmaceuticals for business purposes or phased use.
• Investors must have the capacity to conduct civil acts in accordance with law. For example, foreigners are not allowed to contribute capital to establish an individual business household.

4. Download form of capital contribution contract establishing a company

You can see more details here: dowload-hop-dong-gop-von-thanh-lap-cong-ty

5. Note when preparing capital contribution contracts for establishing a company

In practice, investment agreements are rarely used by investors to prepare for business establishment, as they contain the terms of the association. Although company provisions play the role of an investment contract in some respects, the roles of company provisions and investment contracts are fundamentally different. The charter is the “regulations” of the company. It mainly deals with issues related to corporate governance and management.

On the other hand, more importantly, the Capital Contribution Agreement regulates the relationship between shareholders and founding members, the formation and operation of the company, and the constraints. Responsibilities among shareholders/founders during the operation of the company. If the combination is good, the contents of the investment agreement can also be stipulated in the company charter.

However, in practice, the sample provisions and terms of establishment of a company/founder often do not include all the necessary provisions in the capital contribution agreement in accordance with the current law. Therefore, an investment agreement is necessary, especially for the establishment of an enterprise involving a large amount of capital or associated with complex transactions.

Please note that for land use rights and contributions equal to the value of land assets, contracts must be contractually assigned in accordance with Vietnamese law. Contracts shall be in accordance with the form prescribed by law and shall be notarized. The notary agency may refuse certification if the contract is not in proper form and may cause some difficulties in certification.

Investors should note that the capital contribution contract form by land use rights and real estate assets that are stipulated by law is very simple and does not fully include the details and contents of the contract. Personally. Where necessary, the parties may consider adding additional provisions to the sample contract. However, it is recommended to consult lawyers and notaries to avoid being denied notarization of contracts for the following reasons: The model contract structure has basically been broken.

In addition, you can view additional contract forms as well as company establishment dossiers in Viet My or contact us directly for complete free consultation.

6. Common questions relating to the form of capital contribution contracts for establishing a company

6.1 When was the capital contribution contract nullified?

A capital contribution contract may be invalidated in violation of law provisions, lack of necessary elements, or approval of an agreement by the parties involved. The process of invalidating the capital contribution contract may require legal procedures and agreement of the competent authority.

6.2 Is the capital contribution contract notarized?

According to the provisions of Vietnamese law, a contract to contribute capital to a one-member limited company is not required to be notarized. However, notarizing the contract can provide many benefits and ensure the legal status of the parties involved.

6.3 Is capital contribution possible by land use rights?

Article 167 of the 2013 Land Law stipulates: Land users shall exercise rights to convert, transfer, lease, lease, inherit, donate, mortgage, and contribute capital in accordance with the law on land use rights.

6.4 Is the capital contribution contract a two-way contract?

A capital contribution contract is a mutual agreement in which the parties to the contract have rights and obligations to each other. Rights and obligations of parties arising from agreements in accordance with law.

6.5 Where is the contribution contract made?

The location of the contractual intersection shall be agreed upon by the parties. If it is not agreed, the place of contractual agreement shall be the residence of the entity or the registration office of the entity requesting the contractual agreement.

These are some of the shares in the LUAT VA KE TOAN VIET MY on the capital contribution contract form for establishing a company. And if you are in need of starting a company, you can refer to our other forms of application. For more information, please contact Vietnam My, we look forward to working with you.