Single-member limited liability company may change its charter capital in the following cases:
- Part of stakes in the company’s charter capital is returned, provided that the company has continued its business operation for more than 02 years from the business registration date, and that all debts and liabilities can be paid after the return;
- Charter capital is not provided by the owner fully and punctually.
Charter capital of a single-member limited liability company shall be increased when the company’s owner makes additional investment or raises additional capital from other persons. The owner shall decide the method and level of increase to the charter capital. In case the charter capital is increased because the company’s owner raises additional capital from other persons, the company must initiate the procedures for business conversion into a joint-stock company or a limited liability company.
If there is any change to the charter capital, the single-member limited liability companies must promptly notify such change within 10 days starting from the date of change.
Required documents for application:
1. Notice of change to enterprise registration contents (the form in Appendix II-1 attached to the Circular No. 02/2019/TT-BKHDT);
2. Decision of company’s owner on change to charter capital;
3. In case of charter capital reduction, financial reports most recent to decision on charter capital reduction shall be included in the application;
4. Commitment to fully pay off debts and other financial liabilities after charter capital reduction;
5. Letter of authorization if the person submitting the application and receiving the result is not the legal representative. This document does not need to be notarized or certified;
6. Valid copy of one of the identity documents of the person authorized to carry out the procedures (if any):
- For Vietnamese citizens: Unexpired Vietnamese ID card or Vietnamese passport.
- For foreigners: Unexpired foreign passport or an unexpired passport substitute.
Receiving authority: Business Registration Office - Department of Planning and Investment of the province where the company's headquarters is located.
Processing duration: Within 03 (three) business 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.