Tiếng Việt
中文 (中国)
日本語
한국어In the course of doing business, enterprises may arise cases that lead to an increase or decrease in charter capital. When changing charter capital, enterprises must register to change the contents of the enterprise registration certificate. In this article, Bi Law Firm will provide readers with information about the procedure for registering to change the charter capital of a limited liability company with two or more members.
Profile Composition
Pursuant to the provisions of Article 51 of Decree 01/2021/ND-CP, the dossier of change of charter capital of a company with two or more members includes:
In case of registration for charter capital increase
– Proposal for change; form I-11 (signed by the legal representative);
– Written decision on the increase of charter capital of the Members’ Council (signed by the chairman of the Members’ Council). The decision must clearly state the amended contents in the company’s charter;
– A valid copy of the minutes of the meeting on the increase of charter capital of the Members’ Council (signed by the chairperson and the person recording theminutes). The minutes must clearly state the contents changed in the company’s charter;
– Documents confirming the capital contribution of new members of the company (in case of receiving new members);
– A valid copy of one of the new member’s valid personal or legal entity certification documents (in case of admission of a new member) includes:
+ For Vietnamese citizens: Valid citizen ID card or Identity Card or Vietnamese Passport.
+ For foreigners: A valid foreign passport or document replaces a valid foreign passport
+ The establishment decision or enterprise registration certificate or other equivalent document, one of the personal certification documents specified in Article 10 of this Decree of the authorized representative and the corresponding authorization document in case the enterprise founder is an organization(the content of the authorization document is specified in Article 15 of the Law on Enterprises karma);
+ Investment registration certificate in case the enterprise is established or participated in the establishment by a foreign investor orforeign-investedas prescribed in the Law on Investment and documents guiding its implementation.
– Original Certificate of Business Registration or Certificate of Business Registration and Certificate of Tax Registration or Certificate of Business Registration and Tax Registration;
– Table of Contents (recorded in the above order);
– Profile cover (thin paper or hard nylon with no lettering used for other purposes).
– Applicant information declaration.
In case of reduction of charter capital
– A written request for registration of changes to the contents of the enterprise registration; form I-11 (signed by the legal representative);
– Written decision on the reduction of charter capital of the Members’ Council (signed by the Chairman of the Members’ Council). The decision must clearly state the amended contents in the company’s charter;
– A copy of the minutes of the meeting on the reduction of charter capital of the Members’ Council (signed by the chairperson and the person recording theminutes). The minutes must clearly state the contents changed in the company’s charter;
– Financial statements of the company in the period closest to the time of decision to reduce charter capital (in case of reduction of charter capital). For companies with foreign ownership of more than 50%, financial statements must be confirmed by an independent audit;
– Original Certificate of Business Registration or Certificate of Business Registration and Certificate of Tax Registration or Certificate of Business Registration and Tax Registration;
– Table of Contents (recorded in the above order);
– Profile cover (thin paper or hard nylon with no lettering used for other purposes).
– Applicant information declaration.
Quantity
01 set.
Application form
Submit online on the National Business Registration Portal or submit directly at the Business Registration Office where the company is headquartered.
Processing time
03 working days from the date of receipt of a valid application.
The above is our legal position on the issue of changing the charter capital of a limited liability company with two or more members. Feel free to contact us if you have any questions. BI LAW FIRM is committed to being a reliable legal advisor for you.
