Mr. An wants to contribute capital with the land use rights for these 10 plots of land to increase the charter capital of his brother's company. So, what procedures does he need to follow? Is it necessary to transfer the land to the company's name?

The Ministry of Natural Resources and Environment responded to this issue as follows:

The specific case you mentioned is not available in the records; therefore, the Ministry provides a general answer as follows:

Conditions for contributing capital with land use rights:

According to Article 188 of the Land Law 2013:

"1. Land users can exercise the rights of conversion, transfer, lease, sublease, inheritance, gift, and mortgage of land use rights; contribute capital with land use rights when meeting the following conditions:

a) Having a Certificate of Land Use Right, except for cases stipulated in Clause 3 of Article 186 and cases of inheritance specified in Clause 1 of Article 168 of this Law;

b) The land is not in dispute;

c) The land use right is not subject to security measures to ensure the enforcement of judgments;

d) Within the land use term.

2.  In addition to the conditions specified in Clause 1 of this Article, land users, when exercising the rights of conversion, transfer, lease, sublease, inheritance, gift, and mortgage of land use rights; the right to mortgage the land use rights, and contribute capital with land use rights, must also meet the conditions as prescribed in Articles 189, 190, 191, 192, 193, and 194 of this Law.

3.  The conversion, transfer, lease, sublease, inheritance, gift, mortgage of land use rights, and contribution of capital with land use rights must be registered with the land registration agency and take effect from the registration in the land registration book."

Conditions for receiving capital contribution with land use rights.

Article 193 of the Land Law 2013 stipulates:

"Economic organizations, households, and individuals are eligible to receive transfers, capital contributions, or lease agricultural land use rights to implement non-agricultural production and business investment projects when meeting the following conditions:

1.  Having the written approval of the competent state authority for economic organizations to receive transfers, capital contributions, or lease agricultural land use rights for project implementation;

2.  The land use purpose for the area receiving transfers, capital contributions, or lease of agricultural land use rights must be in line with the approved land use planning and plans by the competent state authority;

3.  For land specialized in wet rice cultivation, it must be managed in accordance with the provisions of Clause 3, Article 134 of this Law."

Documents and procedures for contributing capital with land use rights

According to Clause 2, Article 9 of Circular No. 24/2014/TT-BTNMT (amended in Clause 1, Article 2 of Circular No. 09/2021/TT-BTNMT), the requirements for registering capital contribution with land use rights are as follows:

 - Application for registering land use right changes, and assets attached to the land using Form No. 09/DK.

 - Contracts and documents related to capital contribution with land use rights and ownership of assets attached to the land.

 -The original Land Use Right Certificate issued.

 - Approval letter from the competent state authority regarding the economic organization's transfer, capital contribution, or lease of agricultural land use rights for investment projects.

 - Document from the land user agreeing to allow the landowner of the assets attached to the land to contribute capital with the assets attached to the land in cases where the capital contribution is made using assets attached to the land, and the landowner of the assets attached to the land is not the same person as the land user.

Regarding the procedures for capital contribution with land use rights, Article 79 of Decree No. 43/2014/NĐ-CP stipulates:

"1. The land user shall submit one set of documents to exercise the rights of the land user and the owner of the assets attached to the land.

In the case of exercising the rights of the land user for a part of the land parcel, the land user shall request the Land Registration Office to conduct measurement and parcel division for the area requiring the exercise of the land user's rights before submitting the documents to exercise the land user's rights.

2.  The Land Registration Office is responsible for examining the documents. If the conditions for exercising the rights according to the regulations are met, the following tasks shall be carried out:

a) Provide land information to the tax authorities to determine and notify the financial obligations in cases where financial obligations are required to be fulfilled according to the regulations;

b) Confirm the changes in the Land Use Right Certificate according to the regulations of the Ministry of Natural Resources and Environment.

In cases where the Land Use Right Certificate, ownership of residential houses, and other assets attached to the land must be issued, the Land Registration Office shall prepare a dossier and submit it to the competent authority for issuing the Land Use Right Certificate, ownership of residential houses, and other assets attached to the land for the land user;

c) Adjust and update the changes in the land information, land database; issue the Land Use Right Certificate to the land user, or send it to the commune-level People's Committee to exchange in cases where the documents are submitted at the commune level...".

It is recommended that you contact the Land Registration Office in the location where you have the land for specific guidance.