What is the deadline for charter capital contribution to establish the company in Vietnam?

What is charter capital according to the law in Vietnam?

Pursuant to Article 34 of the Law on Enterprises in 2020 stipulating contributed assets:

Definitions

For the purpose of this document, the terms below are construed as follows:

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34. “charter capital” means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.

As regulations above, charter capital means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.

What is the deadline for charter capital contribution to establish the company in Vietnam? Thank you! - Mr. Vu (Ha Noi) - image from internet

What is the deadline for charter capital contribution to establish the company in Vietnam?

Pursuant to Clause 2 Article 47 of the Law on Enterprises in 2020 stipulating capital contribution to establish the company and issuance of the certificate of capital contribution for multiple-member limited liability company:

Capital contribution to establish the company and issuance of the certificate of capital contribution

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2. The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the time needed to transport or import the contributed assets and for completing ownership transfer procedures. During this period, the members shall have rights and obligations that are proportional to their promised contribution. The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members.

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Pursuant to Clause 2 Article 75 of the Law on Enterprises in 2020 stipulating regulations on contributing capital to establish single-member limited liability company:

Contributing capital to establish the company

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2. The owner shall contribute adequate and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration. The time needed to transport or import the contributed assets and for completing ownership transfer procedures will be added to this 90-day period. During this period, the owner shall have rights and obligations that are proportional to the promised capital.

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Pursuant to Clause 1 Article 113 of the Law on Enterprises in 2020 stipulating regulations on paying for subscribed shares upon enterprise registration regarding joint stock company:

Paying for subscribed shares upon enterprise registration

1. Shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of Enterprise Registration unless shorter time limit is specified by the company's charter or the shares registration contract. In case of capital contribution by assets, the time needed to transport or import the contributed assets and for completing ownership transfer procedures shall be added to this time limit. The Board of Directors shall supervise the shareholders fully and punctually paying for the subscribed shares.

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Pursuant to Article 178 of the Law on Enterprises in 2020 stipulating capital contribution and issuance of the capital contribution certificate for partnership:

Capital contribution and issuance of the capital contribution certificate

1. General partners and limited partners shall contribute capital fully and punctually as promised.

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As regulations above, the members of limited liability companies must contribute assets within 90 days from the issuance date of the Certificate of Enterprise Registration.

With respect to joint stock company, shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of Enterprise Registration unless shorter time limit is specified by the company's charter or the shares registration contract.

With respect to partnership, general partners and limited partners shall contribute capital fully and punctually as promised.

Which documents shall include the charter capital when registering enterprises in Vietnam?

Pursuant to Article 23 of the Law on Enterprises in 2020 stipulating content of the enterprise registration application form:

Content of the enterprise registration application form

The following information shall be provided in the enterprise registration application form:

1. The enterprise’s name;

2. The enterprise’s headquarters, phone number, fax number, email address (if any);

3. The enterprise’s business lines;

4. The charter capital (or investment capital if the enterprise is a sole proprietorship);

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Pursuant to Article 24 of the Law on Enterprises in 2020 stipulating the company's charter:

The company's charter.

1. The company's charter includes the initial charter submitted upon enterprise registration and revisions made during the operation.

2. Primary contents of the company's charter:

a) The company’s name, addresses of the headquarters, branches and representative offices (if any);

b) The company’s business lines;

c) The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);

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Pursuant to Article 28 of the Law on Enterprises in 2020 stipulating content of the Certificate of Enterprise Registration:

Content of the Certificate of Enterprise Registration

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).

As regulations above, following documents shall include the charter capital when registering enterprises in Vietnam:

[1] The enterprise registration application form

[2] The company's charter

[3] The Certificate of Enterprise Registration

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