Guiding application for change in the charter capital and change in stakes/holdings in Vietnam

According to Article 51 of the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, in case of change in the charter capital of a limited liability company, joint-stock company or partnership, the company shall send an application including 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 of Vietnam.

Application will be sent to the Business Registration Office of the province where it is headquartered.

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 of Vietnam.

More details at the Decree No. 01/2021/NĐ-CP of the Vietnam Government, effective from January 04, 2021.

Le Thanh

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