To increase the charter capital of a joint stock company, how does it pay the licensing fee in Vietnam? What are the conditions for increasing the charter capital of a joint stock company in Vietnam?
Which case increases the charter capital of a joint stock company in Vietnam?
Pursuant to Clause 1, Article 123 of the 2020 Law on Enterprises in Vietnam as follows:
Offering shares
1. Offering shares means the company’s increase in charter capital by increasing the quantity of shares, types of authorized shares.
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And Clause 6, Article 135 of the 2020 Law on Enterprises in Vietnam is as follows:
Paying dividends
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6. In case dividends are paid in shares, the company is not required to follow the procedures for offering shares prescribed in Articles 123, 124 and 125 of this Law and is only required to register the charter capital increase, which is equal to the total face value of shares paid as dividends, within 10 days from the completion date of dividend payment.
Thus, there are two options to increase charter capital: offering shares or paying dividends.
To increase the charter capital of a joint stock company, how does it pay the licensing fee in Vietnam? What are the conditions for increasing the charter capital of a joint stock company in Vietnam?
What are the conditions for increasing the charter capital of a joint stock company in Vietnam?
Pursuant to Clauses 1 and 3, Article 51 of Decree No. 01/2021/ND-CP stipulating the registration of change in charter capital, stakes and holdings as follows:
Registration of change in charter capital, stakes and holdings
1. 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) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
b) 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;
c) 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.
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3. 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:
a) 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;
d) 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.
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Thus, in case a joint-stock company increases its charter capital through a share offering, it must be approved by the general meeting of shareholders; In case of increase of charter capital through payment of dividends, the company must register to increase charter capital corresponding to the total par value of shares used to pay dividends within 10 days from the date of completion of dividend payment.
At the same time, the application for changes to enterprise registration information must be sent to the Business Registration Office of province where the enterprise is headquartered.
To increase the charter capital of a joint stock company, how does it pay the licensing fee in Vietnam?
Pursuant to Point a, Clause 1, Article 10 of Decree No. 126/2020/ND-CP, and Point a, Clause 9, Article 18 of Decree No. 126/2020/ND-CP stipulating as follows:
Deadlines for submission of declarations of land-related amounts, licensing fees, registration fees, fees for grant of rights and other amount payables prescribed by regulations of law on management and use of public property
Tax declaration dossiers shall be submitted by the deadlines specified in Article 44 of the Law on Tax administration. The deadlines for submitting declarations of land-related amounts, licensing fees, registration fees, licensing fees and other amount payables prescribed by regulations of law on management and use of public property prescribed in Clause 5 Article 44 of the Law on Tax administration are specified in below:
1. Licensing fees
a) New businesses (except household businesses and individual businesses), including medium and small enterprises converted from household businesses) and existing businesses that establish new dependent units or business location shall submit the licensing fee declaration by January 30 of the year preceding the establishment or inauguration year.
In case capital in changed during the year, the licensing fee payer shall submit the declaration by January 30 of the year succeeding the year in which the change occurs.
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Deadlines for payment of tax-related amounts, fees for grant of right to extraction of water resources and minerals, fees for grant of sea area usage, registration fees and licensing fees
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9. Licensing fee:
a) Licensing fee shall be paid annually by the 30th of January.
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Thus, a joint-stock company with a change in capital due to an increase in charter capital must submit a license fee declaration dossier no later than January 30 of the year following the year in which the information on the increase in charter capital is generated and the deadline for paying the licensing fee is annually by the 30th of January.
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