A limited liability company may increase its charter capital in the following cases:
- Capital contribution of members is increased;
- Capital contributions are made by new members.
When increasing stakes of members, the additional capital shall be split to the members according to their proportion of stakes to the company’s charter capital. Every member may transfer the right to contribute capital to another person as prescibed by Article 53 of Law on Enterprise in 2014. Any member who objects to the decision on increase of charter capital may refuse to contribute more capital. In this case, the additional capital contributed by the member shall be split among other members according to their proportion of stakes to the company’s charter capital, unless otherwise agreed among the members.
A limited liability company may decrease its charter capital in the following cases:
- Part of stakes is returned to members according to their stake holding if the company has run for more than 02 consecutive years from the date of business registration, provided the debts and other liabilities can be paid after the return is made.
- The company repurchases a member’s stake;
- Charter capital is not contributed fully and punctually by members.
If the company fails to maintain the minimum number of member as prescibed by law for 06 consecutive months starting from the day of changing charter capital, the company must initiate the procedures for business conversion.
The company shall register the change in charter capital within 10 days from the date of such change.
Required documents for application:
1. Notification of changes in business registration information (Appendix II-1 attached to Circular No. 02/2019/TT-BKHDT).
2. The list of members (Appendix I-6 attached to Circular No. 02/2019/TT-BKHDT) in case of changing the ratio of capital contribution between members.
3. Decision of the Board of Members on changing the company’s charter capital.
4. Valid copies of the minutes of the Board of Members on changing the company’s charter capital.
5. If a company operating business lines with conditions applicable to foreign investors or a foreign investor, a company with foreign investment contributes capital to a company that leads to more than 51% of the invested company’s charter capital owned by its investor, the company shall submit a report to the Department of Planning and Investment for approval of capital contribution by foreign investors.
6. Letter of commitment to settle all debts and other liabilities after capital decrease.
7. Letter of authorization if the person who submits the application and receives the result is not the legal representative. This document needs not to be notarized or authenticated.
8. Valid copies of one of the following ID papers of those who are authorized to carry out the procedure (if any):
- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;
- As for foreigners: unexpired foreign passports or equivalent documents.
Receiving authority: the Business Registration Office - Department of Planning and Investment of the province where the company is headquartered.
Processing time: Within 03 working days, after receiving the 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.