Overview
General Introduction
Notice
Benefits of the service
Scope of VPL’s services
FAQ
Contact us

General Introduction

√ Concept

Charter capital is the total value of assets contributed or committed to be contributed by the company’s members or owners upon the establishment of a limited liability company or partnership; it is the total par value of shares sold or registered for purchase upon the establishment of a joint-stock company.

Charter capital is recorded on the Enterprise Registration Certificate. During its operation, an enterprise may increase its charter capital but must carry out procedures to adjust the Enterprise Registration Certificate.

√ Forms of charter capital increase

Depending on the type of enterprise, the methods for increasing charter capital are regulated differently by the 2020 Law on Enterprises, specifically:

For a single-member limited liability company

The company may increase capital through additional contributions from the owner or by mobilizing contributions from others. If contributions from others are mobilized, the company must be restructured as a multi-member limited liability company or a joint-stock company.

For a multi-member limited liability company

The company may increase capital by raising existing members’ contributions or by admitting contributions from new members.

For a joint-stock company

Charter capital is increased through share issuance using the following methods:

  • Offering shares to existing shareholders: The company increases the number and type of shares it is authorized to offer and sells all of those shares to all shareholders in proportion to their current share ownership in the company.
  • Private placement of shares;
  • Public offering of shares.

For a partnership company

The company may increase charter capital by admitting additional general partners or capital-contributing partners (the admission of new partners must be approved by the Members’ Council).

Notes on carrying out the charter capital increase procedure

Deadline

The enterprise must complete the procedure to register the change of charter capital within 10 days from the capital contribution date. If this deadline is exceeded, the enterprise may be subject to administrative penalties. Therefore, the owner, company members, or shareholders must contribute capital before registering the charter capital increase on the Enterprise Registration Certificate.

Supporting documents

There must be evidence of the capital contribution, such as a bank confirmation of the capital transfer (if contributed via bank transfer), a capital contribution certificate (for a limited liability company), or a shareholder register (for a joint-stock company) if the contribution is made in cash.

Form of capital increase

Determine the appropriate form of capital increase in accordance with the 2020 Enterprise Law.

Transfer of ownership when increasing capital by assets

If the capital is increased by assets, the procedure for transferring ownership to the enterprise must be completed (for example, if the asset is land use rights, notarization at a Notary Office or the People’s Committee and registration in the company’s name are required.) If the capital is increased by machinery or equipment, a complete handover record and documents showing the valuation of the machinery and equipment are required.

Cases requiring capital contribution registration

If there are foreign organizations or individuals, or Vietnamese companies with foreign organizations or individuals, it may be necessary to register the capital contribution according to the 2020 Investment Law (depending on the ownership ratio of foreign individuals or organizations). Note: Some provinces require capital contribution registration as long as there is a foreign investor contributing, regardless of the ownership ratio.

Review related information that needs adjustment

For companies with members that are organizations, where there is a representative managing the organization’s capital contribution in the company, adjustments must be made to the contributed capital amount and the representative’s ownership ratio according to the planned increase in charter capital. Since this information is not reflected on the Enterprise Registration Certificate, enterprises often overlook it.

Change of enterprise type

For a single-member limited liability company, if capital is increased by mobilizing contributions from others, the submitted dossier is considered a dossier for changing the enterprise type.

Perform related procedures

The enterprise must submit a declaration of license tax when there is a capital change, adjust the Company Charter, issue Certificates of Capital Contribution to members, or adjust the shareholder register (if it is a joint-stock company).

Benefits of using VPL’s services

Minimizing risks

Before carrying out procedures, VPL’s lawyers review all documents, ownership structures, and members’/shareholders’ rights to ensure no disputes arise after the capital increase. VPL also assesses the necessary and sufficient conditions for execution, helping to avoid legal risks and errors that could result in rejected filings.

Comprehensive and efficient handling

With a team experienced in direct work with state authorities, VPL is well-positioned to prepare complete filings and manage arising issues, saving clients time and effort.

Full support

After the capital increase, enterprises need to update various related documents. VPL assists with notifications to tax authorities, guides related tax procedures, and updates the company’s internal records.

Dịch vụ thay đổi tổng vốn đầu tư, vốn góp thực hiện dự án

Confidentiality

We are committed to safeguarding all information regarding capital structure, shareholding ratios, and sensitive financial strategies through strict internal confidentiality procedures.

Scope of VPL’s services

Consulting on forms and plans for increasing charter capital:

VPL’s lawyers advise on effective capital increase plans, accurately identifying the legal forms of capital increase. This ensures the dossier is valid and avoids multiple revisions and additions.

Preparing filings, representing the enterprise in submission, obtaining results, and liaising with the Department of Finance:

VPL represents the enterprise in carrying out the entire capital increase process, ensuring that the new charter capital is updated on the Enterprise Registration Certificate, helping clients avoid signing or preparing documents multiple times, and saving time and effort.

Supporting consultation on related procedures:

To ensure comprehensive legal compliance, VPL provides advice on related procedures for capital increase, such as declaring and paying license tax, transferring ownership when contributing assets, amending the Charter, and issuing capital contribution documents.

Frequently asked questions

According to Article 44 of Decree 168/2025/ND-CP, the documents required for a capital increase include:

– Application for registration of changes in enterprise registration under Form No. 12, Appendix I, issued together with Circular 68/2025/TT-BTC;

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

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

– The original or a copy of documents proving the capital contribution or share purchase has been paid corresponding to the registered increased charter capital, including one of the following: the members’ or shareholders’ register, the capital contribution certificate, bank confirmation of transfer to the company’s account, or other documents legally proving the capital contribution has been completed;

– A copy of the approval from the Investment Registration Authority for foreign investors or foreign-invested economic organizations in cases where registration of capital contribution, share purchase, or capital share purchase is required under the Investment Law.

In cases where the General Meeting of Shareholders approves issuing shares in multiple tranches to increase charter capital and authorizes the Board of Directors to carry out the capital increase registration procedure after each tranche, the required documents include:

– Application for registration of changes in enterprise registration;

– A copy or the original of the General Meeting of Shareholders’ resolution approving the share offering to increase charter capital, specifying the number of shares offered and authorizing the Board of Directors to carry out the registration procedure after each tranche;

– A copy or the original of the Board of Directors’ resolution or decision regarding the registration of the capital increase after each share offering tranche;

– A copy of the approval from the Investment Registration Authority for foreign investors or foreign-invested economic organizations, where registration of capital contribution, share purchase, or capital share purchase is required under the Investment Law.

Increasing charter capital may affect the license tax. Currently, the license tax for enterprises is calculated based on charter capital as follows:

  • Charter capital over VND 10 billion: VND 3,000,000 per year
  • Charter capital of VND 10 billion or below: VND 2,000,000 per year
  • Branches, representative offices, business locations, and public service units: VND 1,000,000 per year

If an enterprise increases its charter capital from below VND 10 billion to above VND 10 billion, the license tax payable will change. Note: This change takes effect from the year following the year in which the capital increase is registered.

Yes. Pursuant to point a, clause 1, Article 10 of Decree 126/2020/ND-CP, when there is a change in charter capital, the enterprise must submit the license tax declaration no later than January 30 of the year following the year in which the change occurred.

Yes. An enterprise may increase its charter capital with assets other than cash, such as land use rights, ownership of houses and other assets attached to land, cars, machinery, equipment, and so on.

Capital contributions in the form of assets must be valued by a licensed valuation organization or agreed upon by all members/shareholders.

Individuals or organizations contributing capital must complete the procedure to transfer ownership of the contributed assets to the enterprise.

 

The capital increase procedure normally takes about 5–7 working days. VPL will assist in completing the process promptly, ensuring that the enterprise’s business operations are not interrupted.

An enterprise must complete the capital contribution for the increased portion before adjusting the Enterprise Registration Certificate. If the inspection authority finds that the owner/member/shareholder has not contributed the full capital, the enterprise may be subject to administrative penalties and required to adjust its registered capital according to the actual contributed amount.

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