Registering the change of charter capital
01. Conditions for application
When changing its charter capital, limited liability company or shareholding company must carry out a procedure for registering such change within 10 days from the date of changing.
02. Applicable laws
1. 2014 Law on Enterprise
2. Decree No. 78/2015/NĐ-CP
3. Decree No. 108/2018/NĐ-CP
4. Circular No. 02/2019/TT-BKHĐT
Step 1: Prepare a set of the following documents
1. Notification of change of charter capital
2. Decision and meeting minutes of Member’s Council (if the enterprise is limited liability company with more 02 members) or of General Meeting of Shareholders (if the enterprise is shareholding company); or Decision of owner of one-member limited liability company which mentions the change of charter capital
3. Approval of provincial Department of Planning and Investment on the acquisition of foreign investors
4. Valid decision and meeting minutes of General Meeting of Shareholders on private placement for increasing charter capital which clearly mention the number of offered shares and assign Board of Director to register the increase of charter capital after each placement (if shareholding company change its charter capital through private placement)
5. Valid decision and meeting minutes of Board of Directors on registering the increase of charter capital after each placement. (if shareholding company change its charter capital through private placement)
Step 2: Submit the file at Business Registration Office (“BRO”) where the company is headquartered within 10 days from the date of change of charter capital.
Step 3: The BRO shall, within 03 business days from the date of receipt of the file, assess the file and issue an amended enterprise registration certificate, or in case of refusal, notify the applicant for amendment and clearly specify the reasons for refusal.