PROCEDURES FOR INCREASING CHARTER CAPITAL

1. Legal Basis

Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

Decree No. 168/2025/ND-CP dated June 30, 2025 on enterprise registration;

Circular No. 68/2025/TT-BTC dated July 1, 2025 promulgating forms used in enterprise registration and household business registration.

2. Charter Capital

Pursuant to Clause 34, Article 4 of the 2020 Law on Enterprises, charter capital means the total value of assets contributed or committed to be contributed by members or owners upon establishment of a limited liability company or partnership; or the total par value of shares sold or subscribed for upon establishment of a joint stock company.

3. Methods of Increasing Charter Capital

Pursuant to Articles 68, 87, and 123 of the 2020 Law on Enterprises, charter capital may be increased through the following methods:

(i) For Multi-member Limited Liability Companies:

- Increasing the capital contribution of existing members;

- Accepting additional capital contributions from new members.

(ii) For Single-member Limited Liability Companies: The company owner contributes additional capital or mobilizes additional capital contributions from other persons.

(iii) For Joint Stock Companies: The company offers additional shares for sale. Offering shares for sale means that the company increases the number of shares and classes of shares authorized to be offered for sale.

4. Dossier for Registration of Increase in Charter Capital

Pursuant to Article 44 of Decree No. 168/2025/ND-CP, the dossier for registration of an increase in charter capital includes the following documents:

(i) An application for registration of changes to enterprise registration contents (Form No. 12 issued together with Circular No. 68/2025/TT-BTC);

(ii) A copy or original of the resolution or decision of the company owner in the case of a single-member limited liability company; of the Members’ Council in the case of a multi-member limited liability company or partnership; or of the General Meeting of Shareholders in the case of a joint stock company regarding the change of charter capital;

(iii) A copy or original of the minutes of the Members’ Council meeting of a multi-member limited liability company regarding the change of charter capital;

(iv) Original or copies of documents evidencing that the capital contribution or share purchase has been fully paid corresponding to the increased charter capital amount registered by the company;

(v) A copy of the approval document issued by the Investment Registration Authority regarding capital contribution, share purchase, or purchase of capital contribution portions by foreign investors or foreign-invested economic organizations in cases where procedures for registration of capital contribution, share purchase, or purchase of capital contribution portions are required under the Law on Investment.

5. Procedures for Registration of Increase in Charter Capital

Pursuant to Article 44 of Decree No. 168/2025/ND-CP, the procedures for registration of an increase in charter capital are as follows:

Step 1: Prepare the dossier for registration of the increase in charter capital;

Step 2: The company submits the dossier for registration of changes to enterprise registration contents to the provincial-level business registration authority where the company’s head office is located;

Step 3: Upon receipt of the enterprise registration dossier, the provincial-level business registration authority shall issue a receipt and an appointment letter indicating the date for returning the result to the dossier submitter;

Step 4: Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level business registration authority shall examine the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise in accordance with regulations;

In case the dossier is invalid, the provincial-level business registration authority shall notify the enterprise in writing of the contents that need to be amended or supplemented.

6. Authority for Registration of Increase in Charter Capital

Pursuant to Article 20 of Decree No. 168/2025/ND-CP, the competent business registration authorities at the provincial level include:

(i) The business registration authority under the Department of Finance of the province or centrally governed city shall carry out enterprise registration for enterprises, branches, representative offices, and business locations having addresses within the province or centrally governed city under its management, except for the case specified in item (ii). The business registration authority may establish receiving and result-returning points at different locations within the province;

(ii) The Management Board of High-Tech Parks shall carry out enterprise registration for enterprises, branches, representative offices, and business locations whose addresses are located within high-tech parks.

The adjustment of charter capital is an important step reflecting an enterprise’s development capacity and financial strategy. Proper and full compliance with legal procedures not only helps enterprises avoid legal risks but also enhances their credibility and trustworthiness with partners, banks, and state authorities. A clear understanding of the procedures, required documents, and competent authorities will enable enterprises to proactively, promptly, and effectively carry out charter capital adjustments, thereby promoting sustainable development in the market.