A partnership may change its charter capital in the following cases:
- Contributing partner is removed from the company;
- Partner withdraws capital;
- General partner’s status is terminated;
- The partnership admits new general partners or contributing partners.
In case of change of charter capital, the partnership must register the change within 10 days from the occurrence of such change.
Required documents for application:
1. The notification of change of enterprise registration information (the form in the Appendix II-1 attached to the Circular No. 02/2019/TT-BKHDT);
2. The list of partners of the partnership (the form in the Appendix I-9 attached to the Circular No. 02/2019/TT-BKHDT);
3. The decision of the Board of Partners on change of the partnership's charter capital;
4. The legitimate copy of the minutes of meeting of the Board of Partners on change of the partnership's charter capital;
5. In case a partnership engages in business lines in which foreign investments are conditional or foreign investors/foreign-invested enterprises hold 51% of the partnership’s charter capital or more when contributing capital to the partnership, the capital contribution by foreign investments must be approved in writing by the Provincial Department of Planning and Investment;
6. The written commitment that the partnership shall settle all debts and other liabilities after capital decease;
7. Authorization letter if the partnership's legal representative authorizes another person to submit documents and receive processing results thereof. The authorization letter is not required to be certified or notarized.
8. The legitimate copy of one of the personal identification papers of the person who is authorized to follow required procedures (if any):
- If the authorized person is a Vietnamese citizen: unexpired citizen identity card or ID card or Vietnamese passport.
- If the authorized person is a foreigner: unexpired foreign passport or an equivalent document.
Recieving authority: The Business Registration Office - Department of Planning and Investment of province or city where the partnership’s headquarters is located.
Processing duration: Within 03 (three) working days, starting from the date of receipt of the complete and valid application.
After receiving confirmation on change to business registration contents, the joint-stock company must make a public announcement on the National Business Registration Portal (Procedures for changing the enterprise's charter capital and procedures for public announcement of business registration contents may be carried out concurrently). For more details, please refer to "announce the business registration information".
In addition, the enterprise must also initiate procedures prescibed by law. For more details, please refer to:
- Section No. 4 in: What to do after changing the enterprise's registration information;
- Associated issues in decreasing the joint-stock company's charter capital.