Does increase in charter capital in Vietnam need to be registered with the competent authority?
My company is a limited liability company, currently my company is intending to increase the charter capital. So when increasing the charter capital of our company, do we need to register with the business registration office in Vietnam?
Does increase in charter capital in Vietnam need to be registered with the competent authority?
Pursuant to the provisions of Clause 1, Article 30 of the Law on Enterprises 2020, there are regulations on registering revisions to the Certificate of Enterprise Registration in Vietnam as follows:
1. Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
Article 28 of this Law stipulates that a Certificate of Enterprise Registration shall contain the following information:
1. The enterprise’s name and EID number;
2. The enterprise’s headquarters address;
3. Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
4. The charter capital (or investment capital if the enterprise is a sole proprietorship).
Thus, the charter capital increase for the company in case of compulsory registration with the business registration agency when there is a change. Therefore, in case your company increases charter capital, your company must apply for registration of changes in charter capital with the business registration agency in Vietnam.
What does applications for registration of change in charter capital in Vietnam comprise?
Pursuant to Clause 1, Article 51 of Decree 01/2021/ND-CP, 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.
Best Regards!
