SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

AGREEMENT ON TRANSFER OF CONTRIBUTED CAPITAL
Number: […]

This capital contribution transfer agreement (hereinafter referred to as “Contract”) Established and signed on …/…/… between the Parties, including:

Each of the following parties shall be referred to individually as “On the”, collectively referred to as “the Parties”.

CONSIDERING THAT:

• Company [...] (“Company”) is a company established and operating under Business Registration Certificate No. […] Issued by the Business Registration Office – Department of Planning and Investment [...] for the first time on [...]/[...]/[...], registered for the [...] change on [...]/[...]/[...], and has a charter capital of [...] VND. (In words: […] dong);
• The Transferor currently owns equity in the Company valued at: […] VND (In words: […] dong), accounting for […] % of the Company's authorized capital;
• The Transferor agrees to transfer and the Transferee agrees to receive the transfer of the entire capital contribution of the Transferor in the Company, specifically: to receive the transfer of the capital contribution valued at [...] VND. (In words: […]), accounting for […] % of the Company's authorized capital.

Therefore, The Parties agree to enter into this Capital Contribution Transfer Agreement under the following terms and conditions:

ARTICLE 1. TRANSFER OBJECT

1.1. Party A agrees to transfer to Party B, and Party B agrees to accept the transfer from Party A [...] Party A's capital contribution in the Limited Liability Company [...] (business registration number: […]), the value of the capital contribution in the authorized capital is […] VND. (In words: […]), accounting for […] % of the Company's authorized capital.

1.2. The transferable capital contribution of Party A specified in Clause 1.1 is the capital contribution that Party A has contributed and paid in full to the Company, which has been recorded in the Company's Register of Members and the Certificate of Capital Contribution that the Company has issued to Party A.

ARTICLE 2. TRANSFER PRICE AND PAYMENT METHOD

2.1. The transfer price of Party A's capital contribution specified in Article 1 of this Contract is mutually agreed by both Parties to be: [...] VND. (In words: […]).

2.2. Payment method: The entire transfer value specified in this Article shall be paid by bank transfer to the account designated by Party A with the following information::

• Account holder: […];

• Account number: […];

• Bank: […].

ARTICLE 3. ESTABLISHMENT OF OWNERSHIP RIGHTS TO CONTRIBUTED CAPITAL

3.1. Within […] working days from the date Party B completes its payment obligation as specified in Article 2 of this Contract, Party A shall be solely responsible for performing and completing the necessary procedures to record Party B's member information in the Member Register in accordance with the Company's Articles of Association and performing the relevant procedures at the competent state agency.

3.2. Certificates of ownership of capital contributions or equivalent documents recording the transferred capital contributions of Party A that were previously issued shall be invalid from the date Party B completes its payment obligations to Party A as stipulated in this Contract.

3.3. Certificates of ownership of capital contributions or equivalent documents recording the transferred capital contributions shall be newly issued or amended for Party B and shall be valid from the date Party B completes its payment obligations to Party A as stipulated in this Contract.

ARTICLE 4. RIGHTS AND OBLIGATIONS OF PARTY A

4.1. Receive the transfer of capital contribution as stipulated in Article 2 of this Contract.

4.2. Transfer the capital contribution as stipulated in Articles 1 and 2 of this Contract to Party B. At the same time, Party A shall not enjoy any rights and benefits arising from or related to the transferred capital contribution in any form from the time Party B completes its payment obligations.

4.3. Party A shall cooperate with Party B to sign the necessary documents to complete the changes to the Business Registration Certificate at the competent State agency; ensure that Party B becomes a member of the Company in accordance with the Company's Articles of Association and Vietnamese law.

4.4. Party A undertakes to be responsible for paying all obligations and debts of Party A or the Company to third parties that arise before the date Party B receives the transfer and becomes a member of the company.

4.5. Strictly comply with and fully fulfill all obligations and responsibilities stipulated in this Capital Contribution Transfer Agreement.

4.6. Other responsibilities and authorities as stipulated in this Contract and by law.

ARTICLE 5. RIGHTS AND OBLIGATIONS OF PARTY B

5.1. To enjoy all rights and benefits arising in connection with the capital transferred from Party A in accordance with the Company's Articles of Association and the provisions of law from the time of completion of payment as specified in Article 2 of this Contract.

5.2. Pay in full and on time the amounts specified in Article 2 of this Contract.

5.3. Make every effort to support Party A in performing its obligations and responsibilities as specified in this Contract.

5.4. Party B shall not be liable for any debts or financial obligations of Party A or of the company arising prior to the date Party B is named in the company's Certificate of Business Registration.

5.5. Strictly comply with and fully fulfill your obligations and responsibilities as stipulated in this Contract and the Company's Articles of Association. 

5.6. Other responsibilities and authorities as stipulated in this Contract and by law.

ARTICLE 6. COMMITMENTS AND WARRANTIES

Party A unconditionally and irrevocably commits and guarantees to Party B that:

6.1. Under the terms of this Agreement, Party A shall transfer and Party B shall receive the transferred Capital Contribution without any claims and with all rights attached or arising therefrom.

6.2. Party A shall no longer have any rights or interests in any form whatsoever in the Capital Contribution transferred after the completion of the transfer to Party B.

6.3. There are no obligations or encumbrances, nor has Party A created or agreed to create any obligations or encumbrances on all or part of the transferred Capital Contribution.

6.4. The documents and information provided by the Transferor pursuant to the provisions of this Agreement are complete, accurate, and correct.

6.5. Except for the amount payable as specified in Article 2 of this Agreement, the transfer of the Capital Contribution under this Agreement shall not incur any costs for Party B.

ARTICLE 7. TERMINATION OF THE AGREEMENT

7.1. This contract shall only be terminated in any of the following cases:

– Through a written agreement between the two Parties; or

– By either Party sending a termination notice to the other Party if the other Party breaches any of its obligations, commitments, or warranties under this Agreement at any time and fails to remedy such breach within fifteen (15) days from the date of receiving the notice requesting remedy from the aggrieved Party. 

7.2. If this Agreement is terminated, all rights and obligations of the Parties shall cease immediately upon termination, unless such termination does not affect the accumulated rights and obligations of the Parties.

ARTICLE 8. PENALTIES FOR VIOLATIONS AND COMPENSATION FOR DAMAGES

8.1. Both Parties agree to comply with all terms of the Contract. Any Party in breach of any term of the Contract shall be liable to pay a penalty equal to 08% of the value of the breached contractual obligation.

8.2. Any party that breaches the contract shall compensate the other party for all damages incurred.

8.3. The deadline for payment of contractual penalties and compensation for damages is 30 days from the date the violating party receives written notification of contractual penalties and compensation for damages from the non-violating party.

ARTICLE 9: NOTIFICATION

9.1. Any notice, consent, approval, or communication, exchange of information, or complaint between the Parties regarding the contents or issues related to this Contract. (“Notice”) must be expressed in writing and shall be effective when delivered by any means, including direct delivery, postal mail, fax, or email or other means of communication to one of the Parties' addresses for service as set forth in the beginning of this Agreement. 

9.2. Notices may also be sent directly, by courier service, or by email or other online means, provided that there is written confirmation or clear evidence of delivery. Notices sent directly or by any other permitted means shall be deemed to have been received at the time of dispatch. 

9.3. A Party may change its address for receiving Notices by sending a Notice to the other Party regarding the change of address for receiving notices in the manner specified in this Contract.

ARTICLE 10: CONFIDENTIALITY

10.1. The Parties to this Agreement agree to maintain absolute confidentiality regarding the contents of the Agreement and information about each Party's business operations, except for the disclosure of information required by competent authorities or as required by Vietnamese law and/or as agreed by the Parties.

10.2. The obligations set forth in this Article shall remain in effect for the Parties after the termination of this Agreement; even if any Party ceases to be a Party to the Agreement or the Project for any reason, that Party shall remain bound by the obligations set forth in this Article.

10.3. The Parties shall also ensure that they implement reasonable preventive measures, including entering into confidentiality agreements with their members and employees to ensure that these individuals will not use confidential information for their own benefit and will not disclose unauthorized information to any third party.

ARTICLE 11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. This contract shall be governed by and construed in accordance with the laws of Vietnam.

11.2. In the event of any dispute arising in connection with this Agreement, the Parties shall endeavor to resolve it through negotiation in a spirit of cooperation. If the dispute cannot be resolved through negotiation, any dispute arising from or in connection with this Agreement shall be resolved at the Commercial Arbitration Center [...]. in accordance with the Arbitration Rules of this Arbitration Center. The place of arbitration, the language of arbitration, the applicable law, the arbitration fees, and the legal costs in the dispute shall be determined by the Arbitration Panel.

ARTICLE 12. OTHER PROVISIONS

12.1. This contract is effective as of the date of signing.

Any amendments or additions to the terms of this Contract shall only be effective when made in writing and signed by both Party A and Party B.

12.2. This Agreement constitutes the entire agreement between Party A and Party B, and supersedes all prior negotiations, statements, or agreements between the Parties, whether oral or written, relating to the subject matter of this Agreement.

12.3. This Agreement is executed in three (03) original copies in Vietnamese, each of which is equally valid, with each Party retaining one (01) copy and one (01) copy being retained by the Company. Each Party has read, understood, agreed to, and voluntarily signed this Agreement.

Link: Sample Capital Contribution Transfer Agreement