Our company is a limited liability company with two or more members and currently intends to increase its charter capital. We kindly request your firm to provide guidance on the procedures and steps for implementing the capital increase, as well as the required documentation and important legal considerations.
Answer
1. Forms of capital increase:
- Increase in the members’ capital contribution;
- Receipt of capital contribution from new members.
Therefore, you may choose one of the two methods mentioned above. However, in the case of increasing the members’ capital contributions, the additional capital shall be allocated to the members in proportion to their existing ownership in the company’s charter capital. For any member who does not contribute or only partially contributes the additional capital, the remaining portion of that member’s additional contribution shall be distributed among the other members in proportion to their respective ownership in the company’s charter capital, unless otherwise agreed by the members.
Legal basis: clause 1 and clause 2 Article 68 Law on Enterprises 2020
2. The dossier includes:
- An application form for registration of changes in enterprise registration information;
- A copy or original of the resolution or decision the Board of Members;
- A copy or original of the minutes of the meeting of the Board of Members of the multi-member limited liability company on change in its charter capital
- Originals or copies of documentary evidences of capital contribution or purchase of shares for which payments have been made in proportion to the increase in charter capital, in case of application for registration of increase in charter capital (if any).
Legal basis: clause 1 Article 44 Decree 168/2025/NĐ-CP
3. Order and procedures for implementation:
Step 1: Prepare the dossier
Step 2: Submit the dossier
- Method1: Submit the application directly at the Business Registration Office – Department of Planning and Investment where the enterprise’s head office is located, or via postal service.
- Method 2: Submit the application online through the National Business Registration Portal using a business registration account or digital signature.
Step 3: Receipt and processing of the application
- The enterprise registration dossier will be received and processed via the National Enterprise Registration Information System.
- Processing time: 03 working days from the date of receipt of a valid application.
- If the application is valid: The Business Registration Office will issue the Enterprise Registration Certificate.
- If the application is invalid:
+ The Business Registration Office will issue a written notice specifying the contents that need to be amended or supplemented. The enterprise must amend or supplement the application within 60 days from the date of the notice.
+ If the enterprise registration is refused, a written notice must be sent to the applicant, clearly stating the reasons for refusal.
Legal Basis: Article 31, Article 32, Article 27, clause 5 Article 44 Decree 168/2025/ND-CP and clause 6 Article 68 Law on Enterprise 2020
Please note that:
- According to Official Letter No. 4730/BTC-DNTN, enterprises must update their address information due to changes in administrative boundaries on the Enterprise Registration Certificate simultaneously when registering other changes or notifying changes in enterprise registration details.
Therefore, under this regulation, when your Company carries out procedures for registration of charter capital increase, it must also update its address due to administrative boundary changes in Section B, Form No. 12 of Circular 68/2025/TT-BTC.
- In addition, pursuant to Clause 1, Article 3 of the Law Amending and Supplementing a Number of Articles of the Law on Enterprises No. 76/2025/QH15, “Addition of information on beneficial owners (if any) of an enterprise that has been established and duly registered before the effective date of this Law or information used for determining such beneficial owners of the enterprise (if any) shall be made when the enterprise submits the next application for registration of changes to enterprise registration information or notification of changes to enterprise registration information, unless a sooner addition of information is requested by the enterprise”.
Therefore, if your Company was established before July 1, 2025 and has not yet updated information on its beneficial owner, such update must be conducted simultaneously with the procedure for registration of charter capital increase.
Consultation: Company services
