What is the application for registration of change in charter capital of a two member limited liability company in Vietnam?
- In which case can a two member limited liability company change its charter capital?
- What is the application for registration of change in charter capital of a two member limited liability company in Vietnam?
- What is the application form for change in charter capital of a multi member limited liability company in Vietnam?
In which case can a two member limited liability company change its charter capital?
According to the provisions of Article 68 of the 2020 Law on Enterprises in Vietnam, the change in charter capital of a multi member limited liability company in Vietnam is as follows:
- A company may increase its charter capital in the following cases:
+ Increase in the members’ capital contribution;
+ Receipt of capital contribution from new members.
- In case of increase in the members’ capital contribution, the increase will be distributed among the members in proportion to their holdings in the company. Members may transfer their right to contribute capital to other persons in accordance with Article 52 of this Law. In case a member does not contribute or fully contribute that member’s share of additional capital as distributed, the remainder shall be divided among other members in proportion to their holdings in the company unless otherwise agreed by the members.
- A company may decrease its charter capital in the following cases:
+ The company returns part of the contributed capital to the members in proportion to their holdings in the company after the company has operated for at least 02 consecutive years from the enterprise registration date and the company is able to fully pay its debts and other liabilities after the return of capital;
+ The company repurchases the members’ stakes as prescribed in Article 51 of this Law;
+ Charter capital is not fully and punctually contributed by the members as prescribed in Article 47 of this Law.
- In the case specified in Point c Clause 3 of this Article, within 10 days from the day on which the increase or decrease in charter capital is complete, the company shall send a written notification to the business registration authority. Such a notification shall contain the following information:
+ The company’s name, EID number, headquarter address;
+ The charter capital, the increase or decrease;
+ Time and method of increase or decrease;
+ Full names and signatures of the company’s legal representatives.
- The notification mentioned in Clause 4 of this Article shall be enclosed with the resolution or decision and the minutes of the meeting of the Board of Members and, in case of charter capital decrease specified in Point a and Point b Clause 3 of this Article, the latest financial statement.
+ The business registration authority shall update information about the increase or decrease in charter capital within 03 working days from the day on which the notification is received.
What is the application for registration of change in charter capital of a two member limited liability company in Vietnam?
What is the application for registration of change in charter capital of a two member limited liability company in Vietnam?
According to the provisions of Article 51 of Decree No. 01/2021/ND-CP on the application for registration of change in charter capital, stakes, holdings as follows:
- In case of change in the charter capital of a limited liability company, joint-stock company or partnership, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:
+ A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
+ The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on change in charter capital;
+ A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
- In case of change in stakes/holdings of members of the multi-member limited liability company or general partners of the partnership, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:
+ A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
+ The list of members of the multi-member limited liability company or list of general partners of the partnership, excluding information about limited partners. Such lists must bear signatures of members/general partners whose stakes are changed; signatures of members/general partners whose stakes are unchanged are optional;
+ The transfer contract or documents proving completion of the transfer if stakes are transferred; donation contract if stakes are donated;
+ A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
- If the General Meeting of Shareholders ratifies the offering of shares to increase charter capital and assigns the Board of Directors to complete procedures for registration of charter capital after the end of each offering, apart from the notification prescribed in Point a Clause 1 of this Article, the application for registration of increase in charter capital must include the following documents:
+ The resolution and copy of the minutes of meeting of the General Meeting of Shareholders on offering of shares to increase charter capital, which specifies the quantity of shares offered and that the Board of Directors will complete procedures for registration of charter capital after each offering;
+ The resolution or decision and copy of minutes of meeting of the Board of Directors of the joint-stock company on registration of increase in charter capital after each offering.
- In case of decrease in charter capital, the enterprise must make a commitment to settle all debts and other asset liabilities after capital decrease. In case of decrease in charter capital of a multi-member limited liability company as prescribed in Point a and Point b Clause 3 Article 68 of the Law on enterprises, the application for decreased in charter capital must include the latest financial statements.
- After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.
What is the application form for change in charter capital of a multi member limited liability company in Vietnam?
According to the provisions in Appendix II-1 issued together with Circular No. 01/2021/TT-BKHDT on this content as follows:
Download the application form for change in charter capital of a multi member limited liability company: Click here.
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