1. Overview of the Legal Framework Governing the Gifting of Assets and Capital Contributions

1.1. Legal Nature of Gifting Transactions

According to the current civil law system, the gifting of an asset is a legal transaction reflecting an agreement between parties, whereby the donor voluntarily transfers the ownership rights of their asset or capital contribution to the donee without demanding any material compensation, and the donee agrees to accept said asset. In the context of corporate and wealth management, gifting transactions serve as a crucial legal tool for restructuring ownership, reallocating investment capital, or executing intergenerational wealth transfer plans without triggering direct cash flows.

1.2. Applicable Legal Documents

The gifting of assets in Vietnam is governed by a complex and overlapping system of legal documents. Specifically, the directly applicable and currently effective documents include:

• Civil Code 2015 (Law No. 91/2015/QH13): Establishes the fundamental principles of ownership rights, conditions for contract validity, and subject capacity.
• Enterprise Law 2020 (Law No. 59/2020/QH14): Strictly regulates the right of first refusal and procedures for registering changes in members regarding ownership transfers within economic organizations.
• Land Law 2024 (Law No. 31/2024/QH15) and Housing Law 2023 (Law No. 27/2023/QH15): Tightly control the conditions and procedures for gifting real estate assets.
• Personal Income Tax (PIT) Law 2025 (Law No. 109/2025/QH15): Notably, financial obligations arising from gifting transactions are regulated by this newly promulgated law, which applies new tax collection mechanisms and exemption thresholds. Accompanying this are tax administration regulations guided by Decree No. 126/2020/ND-CP and the latest amending/supplementing document, Decree No. 373/2025/ND-CP (effective February 14, 2026), directly governing the deadlines and procedures for PIT declarations.
• Digital Technology Industry Law 2025 (Law No. 71/2025/QH15): This law officially broadens the definition of civil assets, bringing digital assets under management and taxation upon gifting transactions.

A thorough understanding of the interplay between these laws and decrees is a mandatory requirement for all businesses and individuals when executing transactions.

2. Conditions for the Validity of Gifting Transactions

2.1. Subject Capacity and Principle of Voluntariness

 A gifting transaction is only legally valid when it fully meets the basic conditions regarding the subjects. The donor must be the lawful owner of the asset or capital contribution and possess full civil act capacity to exercise the right of disposal. Similarly, the donee must have sufficient civil legal capacity to receive the asset. Any gifting transaction established under threat, coercion, or for the purpose of dispersing assets to evade debt repayment or tax obligations to the State shall be declared void under the law.

2.2. Conditions for the Subject Matter of the Gifting Contract

The subject matter of the gifting contract (including capital contributions, shares, real estate, or digital assets) must physically/actually exist and not fall under prohibited transactions. The gifted asset must not be under distraint to secure judgment enforcement, frozen by competent state agencies, or subject to any legal dispute being resolved by a Court or Arbitration body. For capital contributions, a member may only gift the portion of the capital that has been fully paid to the enterprise.

2.3. Specific Regulations on the Right to Receive Gifts for Foreigners and Overseas Vietnamese

The conditions for receiving gifted land use rights and housing depend heavily on the donee’s nationality. Under current land laws, Vietnamese residing overseas who still retain Vietnamese citizenship enjoy the full rights and obligations related to land on par with domestic individuals.

For persons of Vietnamese origin residing overseas, the right to receive gifts is more restricted; this group may only receive residential land use rights through the gifting of housing attached to said land use rights from individuals within their line of succession. Conversely, foreign individuals and organizations are strictly prohibited from receiving land use rights under any circumstances and are only permitted to receive housing (apartments or individual houses) located within commercial housing development projects outside of national defense and security zones.

3. Procedures for Gifting Capital Contributions in a Limited Liability Company (LLC)

3.1. For Single-Member LLCs

The gifting procedure in a single-member LLC depends on the proportion of the capital contribution being transferred, specifically involving these steps:

• Step 1: The parties must draft a written contract for the gifting of the capital contribution.
• Step 2: Within 10 days from the effective date of the contract, the donee must carry out the procedures for declaring and paying PIT at the managing tax authority.
• Step 3: After fulfilling tax obligations, the company issues a new Capital Contribution Certificate and updates the owner’s information in the Member Register.
• Step 4: Register the change at the Department of Planning and Investment (DPI).
  • If the owner gifts the entire charter capital, the company submits a dossier to register a change of owner. The dossier includes:
    • Notice of change of owner of the single-member LLC.
    • Contract for gifting the capital contribution.
    • Copies of the transferee’s legal documents.
    • Copy of the company’s amended and supplemented Charter.
  • If the owner gifts only a portion of the charter capital, the company is obligated to perform procedures to convert its enterprise type to a multi-member LLC (two or more members). The dossier includes:
    • Application for enterprise registration.
    • The company’s proposed Charter for conversion.
    • List of members.
    • Copies of the parties’ legal documents.
    • Contract for gifting the capital contribution.
    • Resolution of the company owner regarding the conversion of enterprise type.

3.2. For Multi-Member LLCs

 In economic organizations with two or more members, the freedom to dispose of capital is limited by the right of first refusal of existing members. As a general rule, a member wishing to transfer capital must offer it internally first. However, if a member exercises the right to gift their capital contribution to persons within their legal line of succession, the donee automatically becomes a company member without requiring approval from the Board of Members.

The procedure includes drafting the gifting contract, declaring and paying PIT within 10 days, updating the member register, and finally submitting the dossier to the DPI.

• For a standard change of members, the dossier includes:
  • Notice of changes to enterprise registration content.
  • Contract for gifting the capital contribution.
  • List of members.
  • Copies of the recipient’s legal documents.
• If the gifting results in the company having only one member left, the company must complete procedures to convert to a single-member LLC. The dossier includes:
  • Application for enterprise registration.
  • The company’s proposed Charter for conversion.
  • Copies of the recipient’s legal documents.
  • Contract for gifting the capital contribution.
  • Resolution and copy of the meeting minutes of the Board of Members regarding the conversion of enterprise type.

3.3. Additional Reporting Obligations for Managers

 A strict compliance requirement is the obligation to report interests. In the event that the donor or donee holds managerial or executive positions within the enterprise, that individual is obligated to notify and declare changes in related interests to the corporate management body within 07 working days from the completion of the entire asset gifting procedure. Omission of this process may lead to administrative sanctions in the field of planning and investment.

4. Procedures for Gifting Shares in a Joint Stock Company (JSC)

4.1. Transfer Conditions for Founding Shareholders

An inherent characteristic of a JSC is the free transferability of shares. Shareholders are free to gift their shares to other individuals or organizations. However, strict exceptions apply to the ordinary shares of founding shareholders. If the gifting occurs within 03 years from the date the company is issued its Enterprise Registration Certificate, and the donee is not an existing founding shareholder, this gifting transaction must be approved by the General Meeting of Shareholders via a valid Resolution. The shareholder intending to gift is not entitled to vote on this matter.

4.2. Procedure for Drafting the Contract and Recording in the Shareholder Register

The process for gifting unlisted shares begins with the parties signing a written gifting contract. Similar to an LLC, the donee is responsible for completing the PIT declaration dossier within 10 days. Next, the recipient submits proof of tax fulfillment along with the gifting contract to the company’s Board of Directors to request an update to the Shareholder Register. Ownership rights to the shares are officially established only from the moment the donee’s information is fully recorded in the company’s Shareholder Register. The company is then responsible for revoking the old share certificates and issuing new ones to the donee.

If the gifting reduces the number of shareholders below 03, the company must submit a dossier to convert its enterprise type to an LLC at the DPI. The dossier includes:

• Application for enterprise registration.
• The company’s proposed Charter for conversion.
• List of members.
• Copies of the legal documents of the donee and the company’s legal representative.
• Contract for gifting shares.
• Resolution and copy of the meeting minutes of the General Meeting of Shareholders regarding the conversion of enterprise type.

4.3. Procedure for Transferring Securities Ownership in Public Companies

For shares of public companies that have been centrally deposited, the gifting procedure is not conducted internally within the company but must go through the Vietnam Securities Depository and Clearing Corporation (VSDC). The dossier requesting ownership transfer includes:

• Written request for securities ownership transfer (Form 16A/DKCK).
• Gifting contract with valid notarization.
• Documents proving PIT payment to the state budget.
• Confirmation of securities balance accompanied by an account freezing commitment from the Depository Member where the donor opened the account.

The VSDC system will subsequently process the deduction of securities from the donor’s depository account and credit them to the donee’s depository account, finalizing the legal transfer process.

5. Procedures for Gifting Real Estate and Land Use Rights

5.1. Form Requirements for Gifting Contracts

For assets of high value and legal complexity such as land use rights and housing, the law mandates that the gifting contract be made in writing and must undergo notarization at a Notary Public Office or authentication at the competent commune-level People’s Committee. A real estate gifting contract only becomes legally effective upon completion of notarization/authentication. Lacking this formal element, the gifting transaction is completely void.

5.2. Obligation to Register Changes and Implementation Timeframes

Real estate gifting transactions require strict adherence to deadlines set by land management authorities. An individual does not automatically acquire ownership of the real estate simply upon completing the notarized contract. The law requires that the dossier to register the name transfer on the Certificate of land use rights and ownership of assets attached to land be submitted to the Land Registration Office within a maximum of 30 days from the effective date of the gifting contract. Delays in performing the change registration procedure will expose the donee to administrative sanctions. The land registration authority is responsible for processing the procedure and returning the results within 10 working days upon receiving a valid dossier.

5.3. Handling Gifted Assets for Foreign Organizations and Individuals

 When the donee is a foreign individual or organization, but the gifted asset is independent residential land use rights or housing outside the permitted ownership list, the State will refuse to issue an Ownership Certificate to this subject. To resolve this, the law provides a value conversion mechanism. A donee with foreign nationality does not have the right to be named on the certificate but has the right to enjoy the financial value of that real estate. They are entitled to authorize a lawful representative in Vietnam to carry out procedures to re-transfer the real estate to an eligible domestic subject, or re-gift the asset, in order to collect the equivalent cash value.

6. Procedures for Gifting Digital Assets

6.1. Identification of Digital Assets under the New Legal Framework

The development of the digital economy has compelled the civil legal framework to expand the definition of assets. Based on the latest specialized law governing the digital technology sector, digital assets have officially been recognized as a type of asset falling under the scope of the Civil Code. These assets are defined as digital data created, issued, stored, transferred, or authenticated using cryptographic technology in an electronic environment. This legal recognition establishes the lawful ownership rights of individuals over digital assets, thereby allowing these assets to become valid subjects of gifting and inheritance contracts.

6.2. Transfer Mechanism and Ownership Recording

 Unlike physical assets, the procedure for gifting digital assets takes place entirely in cyberspace and relies on cryptographic technology platforms. The transfer of ownership is verified and permanently recorded via blockchain technology protocols or licensed digital platforms. Although a traditional paper-based notarized contract is not required, intermediary platforms facilitating the storage and authentication of gifting transactions must strictly comply with information security, cybersecurity standards, and anti-money laundering regulations imposed by state authorities.

7. Financial Obligations and Tax Declaration Procedures Arising from Gifting Transactions

7.1. Updated Deductions and Personal Income Tax Thresholds

 A breakthrough change in current tax policy aimed at minimizing the financial burden on citizens is the elevation of the taxable asset threshold. According to the newly promulgated PIT Law, the threshold for tax exemption when receiving a gift has officially been adjusted from 10 million VND up to 20 million VND, applicable to each income-generating instance. This means that if the value of the gifted capital contribution, shares, real estate, or digital asset is 20 million VND or below, the donee bears absolutely no PIT obligation.

7.2. Tax Calculation Method and Applicable Tax Rate

For the portion of the gifted asset’s value exceeding the 20 million VND threshold, the tax authority applies a flat tax rate of 10%. The tax calculation formula is applied uniformly to asset types including real estate, capital contributions, shares, intellectual property rights, and the newly recognized digital asset categories. For non-resident individuals, the taxation principle remains preserved; they are obligated to pay a 10% tax rate on income from receiving gifts generated within Vietnamese territory.

7.3. PIT Exemption Cases

 Tax policies always feature special incentives to protect intra-family assets. Income from receiving gifted real estate is 100% tax-exempt if the gifting transaction occurs between individuals with direct consanguinity or marriage relationships, specifically including:

• Between husband and wife.
• Biological parents and biological children.
• Adoptive parents and adopted children.
• Parents-in-law and daughters-in-law.
• Parents-in-law and sons-in-law.
• Paternal grandparents and grandchildren.
• Maternal grandparents and grandchildren.
• Between biological siblings.

To enjoy this exemption, the taxpayer must provide full, legal civil status documents proving the familial relationship.

7.4. Deadlines and Required Documents for Tax Declaration and Registration Fee

Adherence to tax deadlines is a mandatory condition for completing the ownership transfer procedure. The law dictates that the donee must submit the PIT declaration dossier within a maximum of 10 days from the date the gifting contract takes legal effect. For the PIT declaration phase (applied generally across all enterprise types when gifting capital/shares), the mandatory declaration dossier includes:

• PIT declaration form.
• Contract for gifting the capital contribution/shares.
• Documents proving or determining the value of the capital contribution/shares at the time of gifting (such as an asset valuation minute or the member/shareholder register).

After the tax authority receives, inspects the dossier, and issues a Tax Payment Notice, the individual must deposit the money into the State Treasury. Specifically for real estate assets, the donee must also bear the obligation of paying a Registration Fee at the standard rate of 0.5% calculated on the transferred asset’s value; the deadline for paying this fee is no more than 30 days from the issuance date of the notice.

8. Requirements for Authentication and Consular Legalization of Foreign Documents

8.1. Principles Applicable to Foreign Nationals

In gifting transactions involving foreign elements, especially when parties wish to prove familial ties for PIT exemption, presenting civil status documents such as birth certificates or marriage certificates issued by foreign governments is mandatory. However, administrative bodies and notary organizations in Vietnam do not have the authority to automatically recognize the legality of these documents. Therefore, foreigners and overseas Vietnamese must undergo a complex document authentication process before submitting the dossier to functional authorities.

8.2. Implementation Process and International Legal Transition Roadmap

 Under current administrative procedures, all public documents issued by foreign authorities must go through a multi-step consular legalization process:

• Certification at the diplomatic mission of the host country.
• Legalization at the Vietnamese Embassy or Consulate in that country.
• Notarized translation into Vietnamese.

Although the State has officially acceded to the Apostille Convention (the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents), the simplification of administrative procedures via a single Apostille certificate will only officially take effect according to the Government’s transition roadmap (in September). Thus, as of the present time, traditional consular legalization remains an unavoidable legal requirement to ensure the approval of gifting dossiers involving foreign elements.

9. Conclusion

In summary, the transaction of gifting assets, particularly capital contributions and shares in Vietnam, demands strict compliance with an overlapping framework of legal regulations spanning Civil Law, Enterprise Law, and Tax Law. Administrative procedures and formalities vary distinctly depending on each enterprise type, the nature of the asset, and the nationality of the participating parties. Proactively grasping the process, preparing a complete dossier checklist, and fulfilling financial and ownership registration obligations on time are decisive factors ensuring the legal validity of the gifting transaction, thereby minimizing risks arising during the asset transfer process.

This article is for informational purposes only and does not replace professional legal advice. For support tailored to your situation, please contact a lawyer or legal professional.