How is the ownership of assets of the capital-receiving party regulated?

In corporate capital contribution activities, the ownership of assets of the capital-receiving party is an important legal issue that directly affects the management and disposition of assets. The article below provides a comprehensive analysis of the ownership rights of the capital-receiving party under the latest legal regulations, while clarifying practical situations and answering common concerns.

I. Current situation related to the ownership of assets of the capital-receiving party

At present, many disputes arise from determining the ownership of assets of the capital-receiving party, especially in cases of capital contribution by assets. Many enterprises and investors merely obtain capital contribution agreements without fully implementing procedures for transferring ownership in accordance with the law. It leads to situations where assets have been put into business operations but, legally, still do not belong to the lawful ownership of the capital-receiving party.

In addition, the valuation of contributed assets still lacks transparency and consistency. In many cases, parties independently agree on asset values that do not reflect market value, resulting in discrepancies in contributed capital and subsequent legal liabilities. Confusion between ownership rights and usage rights is also quite common, where the contributing party still believes that it retains control over the asset despite having already contributed it as capital.

II. Concept of ownership of assets of the capital-receiving party

1. What is the ownership of assets of the capital-receiving party?

Pursuant to Article 158 of the Civil Code 2015, ownership includes the rights of possession, use, and disposition of assets by the owner in accordance with the law. Based on Clause 1, Article 35 of the Law on Enterprise 2020, as amended and supplemented in 2025, members of limited liability companies or partnerships, and shareholders of joint stock companies must transfer ownership of contributed assets to the company.

Accordingly, the ownership of assets of the capital-receiving party may be understood as the ownership rights of the enterprise or organization receiving capital contributions over assets transferred by investors to form charter capital or investment capital. In practice, it is the transfer of ownership rights from the contributing party to the capital-receiving party.

2. Is there any difference between capital contribution in cash and by assets in terms of ownership?

There is a clear difference between capital contribution in cash and by assets regarding ownership rights, mainly in the method and timing of transfer.

• For capital contribution in cash, the transfer of ownership takes place relatively simply. Based on Point b, Clause 1, Article 35 of the Law on Enterprise 2020, as amended and supplemented in 2025, ownership rights over the contributed amount are transferred to the capital-receiving party immediately upon the issuance of a confirmation record. Alternatively, where payment is made through a bank account, ownership is established after the contributed amount is transferred into the company’s account.
• For capital contribution by assets, such as assets subject to ownership registration or land use rights, the transfer of ownership is more complicated because corresponding legal procedures must be completed, such as registration of title transfer or transfer of rights with the competent authority. According to Point a, Clause 1, Article 35 of the Law on Enterprise 2020, as amended and supplemented in 2025, ownership rights of the capital-receiving party are only fully established after completion of the ownership transfer procedures. If such procedures are not completed, legal ownership has not yet been transferred, even though the asset may already be in use.

Therefore, the outstanding difference is that capital contribution in cash has a fast and clear ownership transfer mechanism, while capital contribution by assets requires specific legal procedures and only leads to ownership rights for the capital-receiving party upon completion of the transfer in accordance with the law.

3. Does the capital-receiving party have full disposal rights over the assets after receiving capital contribution?

In principle, the capital-receiving party has the right to dispose of the assets after lawfully receiving the capital contribution because ownership has then been transferred to such party. Under Article 158 of the Civil Code 2015, ownership includes the rights of possession, use, and disposition of assets.

The enterprise may sell, transfer, or use the assets for business operations. However, such a right of disposition is not absolute. In some cases, such disposition may be restricted by the company charter or agreements among members/shareholders.

The capital-receiving party has the right to dispose of the assets after receiving capital contributions, but it must be exercised within legal and internal limitations and is not absolute in all circumstances.

III. Legal regulations related to the ownership of assets of the capital-receiving party

1. How does the law regulate capital contribution by assets under the Law on Enterprise 2020?

The Law on Enterprise 2020, as amended and supplemented in 2025, provides for capital contribution by assets as follows:

According to Article 34 of this Law, contributed assets include Vietnam Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnam Dong. Only individuals and organizations who are lawful owners or have lawful usage rights over such assets may use them for capital contribution.

Pursuant to Clause 1, Article 35 of this Law, for assets subject to ownership registration or land use rights, the contributor must implement procedures for transferring ownership of such assets or land use rights to the company in accordance with the law. For assets not subject to ownership registration, the contribution must be made through delivery and acceptance of the contributed assets, confirmed by a written record, except where it is conducted through an account.

In addition, for contributed assets other than Vietnam Dong, freely convertible foreign currencies, and gold, they must be valued by members, founding shareholders, or a valuation organization and converted into Vietnam Dong according to Clause 1, Article 36 of this Law.

Under the Law on Enterprise 2020, as amended and supplemented in 2025, capital contribution by assets must ensure that the assets are lawful, capable of valuation, and valued in accordance with regulations. In particular, ownership transfer procedures or lawful delivery and acceptance must be completed to establish the capital contribution and the ownership rights of the capital-receiving party.

2. According to what principles is the valuation of contributed assets conducted?

Clause 2, Article 36 of the Law on Enterprise 2020, as amended and supplemented in 2025, provides that assets contributed upon establishment of an enterprise must be valued by members or founding shareholders based on the principle of consensus or by a professional valuation organization. Where a valuation organization is used, the value of contributed assets must be approved by more than 50% of the members or founding shareholders.

At the same time, the law imposes the principle of joint liability to ensure honesty in valuation. Specifically, the same clause also provides that if contributed assets are valued higher than their actual value at the time of contribution, the members and founding shareholders must jointly contribute an additional amount equal to the difference between the appraised value and the actual value of the assets at the time the valuation is completed. They shall also take joint liability for damages caused by intentionally overvaluing contributed assets.

The valuation of contributed assets must comply with the principles of objectivity, honesty, verifiability, and clear legal responsibility of participating parties.

3. What obligations does the capital-receiving party have in managing and using contributed assets?

The capital-receiving party has the obligation to manage and use contributed assets for the proper purpose, efficiently, and in compliance with legal regulations, together with the responsibility to preserve and develop the value of capital within the enterprise. After ownership rights are lawfully transferred, contributed assets become assets of the enterprise; thus, their use must serve production and business activities.

Clause 2, Article 160 of the Civil Code 2015 provides that the owner may perform all acts according to their own will regarding the assets, provided that such acts are not contrary to law, do not cause damage, and do not affect national interests, public interests, or the lawful rights and interests of others. It means that the capital-receiving party, as the owner of the contributed assets, must use such assets reasonably, must not abuse ownership rights, and must ensure the legitimate interests of the contributing party and related parties.

The capital-receiving party not only has ownership rights but must also fully perform obligations of management, preservation, and lawful, transparent, and effective use of contributed assets.

4. What mechanism applies if a dispute arises regarding ownership of contributed assets?

When a dispute arises regarding ownership of contributed assets, the parties may resolve it through mechanisms such as negotiation, mediation, or court proceedings, depending on their agreement and the nature of the dispute. First of all, the law encourages the parties to negotiate and mediate on their own to ensure flexibility and save costs.

Disputes over ownership of contributed assets may be resolved through various mechanisms, but all are based on the principle of respecting the parties’ agreements and ensuring the right to request competent authorities to protect lawful ownership rights in accordance with the law. 

IV. Questions related to ownership of assets of the capital-receiving party

1. In the case of capital contribution using marital common property, is the ownership right of the capital-receiving party affected?

In the case of capital contribution using marital common property, the ownership rights of the capital-receiving party may still be lawfully established, but they may be affected if the contribution is made without the consent of both spouses. The disposition of common property must be agreed upon by both husband and wife under Clause 1, Article 35 of the Law on Marriage and Family 2014. Such agreement must also be made in writing in cases where the property is real estate, movable property requiring ownership registration under the law, or property that serves as the family’s main source of income.

Therefore, if one spouse unilaterally uses common property for capital contribution without the consent of the other spouse, the capital contribution transaction may be declared invalid under Article 122 of the Civil Code 2015. In such a case, the ownership rights of the capital-receiving party over the contributed assets will not be established.

The ownership rights of the capital-receiving party can only be stably secured when capital contribution using common property fully complies with the requirement of spousal consent.

2. After capital contribution, does the contributing party still retain ownership rights over the asset?

After capital contribution, the contributing party no longer retains ownership rights over the contributed asset, provided that the contribution has been lawfully completed and the ownership transfer procedures have been finalized. Clause 3, Article 35 of the Law on Enterprise 2020, as amended and supplemented in 2025, provides that capital contribution is only considered fully paid when lawful ownership of the contributed asset has been transferred to the company. At that point, the company becomes the lawful owner of the asset.

As for the contributing party, ownership rights over the asset are converted into rights corresponding to their contributed capital portion in the enterprise, such as the right to receive profits, management rights, or other rights under the company charter. It represents a legal transformation from direct ownership rights to indirect property rights within the enterprise.

After the completion of capital contribution, the contributing party terminates ownership rights over the asset and cannot request the return of such asset, except where the capital contribution transaction is declared invalid under Clause 2, Article 131 of the 2015 Civil Code.

3. Can the contributing party withdraw the contributed asset?

Clause 2, Article 50 of the Law on Enterprise 2020 (as amended by Clause 2, Article 7 of the Law amending and supplementing a number of articles of the Law on Public Investment, the Law on Investment under the Public-Private Partnership Method, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprise, the Law on Special Consumption Tax, and the Law on Civil Judgment Enforcement 2022) provides that members of a multi-member limited liability company (hereinafter referred to as a “multi-member LLC”) are not allowed to withdraw contributed capital from the company in any form, except in cases provided under Article 51 regarding repurchase of capital contribution portions, Article 52 regarding transfer of capital contribution portions (as amended by Clause 15, Article 1 of the Law amending and supplementing a number of articles of the Law on Enterprise 2025), Article 53 regarding handling of capital contribution portions in certain special cases, and Article 68 regarding increase or decrease of charter capital of this Law.

4. Does the capital-receiving party have the right to sell or transfer contributed assets to a third party?

The capital-receiving party has the right to sell or transfer contributed assets to a third party because, after completion of the capital contribution, the assets belong to the ownership of the enterprise. According to Clause 3, Article 36 of the Law on Enterprise 2020, as amended and supplemented in 2025, capital contribution is only considered fully paid when lawful ownership of the contributed assets has been transferred to the company. From that moment, the company becomes the lawful owner.

The owner has the right to dispose of assets, including the right to sell, transfer, or conduct other transactions under Article 158 of the Civil Code 2015. Therefore, as a matter of legal principle, the enterprise fully has the right to transfer contributed assets.

However, such a right may be restricted in certain cases, such as where it is limited by the company charter or where the asset is being used as security for obligations (Article 295 of the Civil Code 2015).

V. Why should you seek legal consultation from NPLaw regarding ownership of assets of the capital-receiving party?

Seeking legal consultation from lawyers at NPLaw helps enterprises correctly determine ownership rights over contributed assets and minimize legal risks during operations. An experienced legal team will assist in reviewing documents, verifying ownership transfer procedures, and ensuring asset valuation complies with legal requirements. NPLaw will also advise on appropriate solutions when disputes arise, ensuring the lawful rights and interests of the enterprise are protected.

Proper understanding of the regulations on ownership of assets of the capital-receiving party helps enterprises significantly reduce legal risks. The capital contribution process must strictly comply with requirements from valuation and ownership transfer to asset management. At the same time, all parties need to clearly understand their rights and obligations to avoid disputes. Proactively learning and complying with the law will ensure that investment activities are carried out safely, effectively, and sustainably.

The above information is for reference purposes only. Should you require detailed advice for your specific case, please contact NPLaw for immediate consultation.