Contribution Deadline When Increasing Charter Capital in Vietnam

In the context of a constantly fluctuating and deeply integrated economy, increasing charter capital is a strategic and vital decision for the development of any enterprise. This is not only a financial solution to expand business scale, invest in new technologies, or enhance competitiveness, but also demonstrates the commitment and financial capacity of the members and shareholders contributing capital. However, opportunities always come with challenges, and one of the key issues that enterprises must pay particular attention to when increasing charter capital is the contribution deadline. Understanding and strictly complying with legal provisions on the contribution deadline not only ensures the legality and transparency of the enterprise’s operations but also helps avoid potential legal risks that could affect its reputation and stability. This article will analyze the current legal provisions regarding the contribution deadline when increasing charter capital in Vietnam, helping enterprises gain a comprehensive understanding and make accurate and effective decisions.

Increasing charter capital in Vietnam

Increasing charter capital is the act of restructuring an enterprise’s charter capital. This activity is conducted when the enterprise wishes to expand its business scale or increase its credit limit with banks.

Methods of increasing charter capital in Vietnam

Each type of company has different methods of increasing charter capital, specifically as follows:

Increasing charter capital of a single-member limited liability company (LLC)

A single-member limited liability company increases its charter capital by the following methods:

• The company owner contributes additional capital;
• Raising additional capital contributions from other individuals or organizations. In this case, the owner decides on the form and the amount of the capital increase.

Increasing charter capital of a multiple-member limited liability company

A multiple-member limited liability company increases its charter capital by the following methods:

• Increasing the capital contribution of existing members: existing members of the company contribute additional capital corresponding to their ownership ratio in the company’s charter capital. Members may transfer their right to contribute capital to others in accordance with the law;
• Accepting additional contributions from new members: in this case, the number of members increases, and the capital contribution ratio of existing members may change.

Increasing charter capital of a joint stock company

A joint stock company increases its charter capital by:

• Offering shares for sale;
• Issuing bonds;
• Paying dividends in the form of shares.

The offering of shares may be carried out through the following forms:

• Offering shares to existing shareholders;
• Private placement of shares;
• Public offering of shares.

The issuance of bonds may be carried out through the following forms:

• Issuing certificates;
• Issuing book-entry bonds;
• Issuing electronic data-based bonds.

Increasing charter capital of a partnership

To increase charter capital, a partnership may proceed under one of the following two methods:

• Existing partners contribute additional capital;
• The company admits new general partners or capital-contributing partners.

Contribution deadline when increasing charter capital in Vietnam

Contribution deadline when increasing charter capital for joint stock companies, single-member limited liability companies, and multiple-member limited liability companies

Pursuant to the following legal provisions:

• The enterprise is responsible for registering any change in the content of its enterprise registration certificate within 10 days from the date of change (Article 30 of the Law on Enterprises 2020);
• For a multiple-member limited liability company, the company must notify the change in enterprise registration information within 10 days from the date of completion of the capital change (Article 87 of the Law on Enterprises 2020);
  • The company must register the change of charter capital within 10 days from the date of completion of each share offering (Article 123 of the Law on Enterprises 2020).

The “date of change” is understood as the date when the additional capital is contributed into the company’s capital account. Accordingly, the contribution deadline when increasing charter capital for joint stock companies, single-member limited liability companies, and multiple-member limited liability companies is 10 days.

Within 10 days from the date of completion of the capital increase procedures, the company must register the increase in charter capital.

Contribution deadline when increasing charter capital for partnerships

• Pursuant to Clause 2, Article 186 of the Law on Enterprises 2020, a general partner or a capital-contributing partner must fully contribute the committed capital to the company within 15 days from the date of approval, unless otherwise decided by the members’ council.

Frequently asked questions regarding the increase of charter capital

Is the contribution deadline when increasing charter capital different from the contribution deadline when establishing an enterprise?

• The Law on Enterprises stipulates that the contribution deadline upon enterprise establishment is 90 days from the date of issuance of the enterprise registration certificate (Clause 2, Article 47 of the Law on Enterprises 2020).
• The contribution deadline when increasing charter capital is shorter than when establishing a company. The reason is that when an enterprise is first established, a portion of charter capital is required for its existence, whereas contributing capital during an increase is merely a method to support expansion and development.

Procedures for increasing charter capital

Procedures for increasing charter capital

Pursuant to Article 44 of Decree No. 168/2025/NĐ-CP, the procedures for increasing charter capital are as follows:

Step 1: Submit the application for increasing charter capital to the provincial business registration authority where the company’s head office is located

Limited liability companies, joint stock companies, and partnerships registering to change their charter capital must submit the application for registration of enterprise information change to the provincial business registration authority, which includes:

• In cases where a limited liability company, joint stock company, or partnership registers to change its charter capital, the application for change of enterprise registration information must be submitted to the provincial business registration authority where the company’s head office is located. The dossier includes the following documents:
  • Application for registration of change in enterprise registration information (form issued under Circular No. 68/2025/TT-BTC);
  • A copy or original of the resolution or decision of the company owner (for a single-member limited liability company); of the members’ council (for a multiple-member limited liability company or partnership); or of the general meeting of shareholders (for a joint stock company) on the change of charter capital;
  • A copy or original of the minutes of the members’ council meeting (for multiple-member limited liability companies) regarding the change of charter capital;
  • An original or copy of documents evidencing payment for capital contributions or share purchases corresponding to the increased charter capital registered;
  • a copy of the written approval from the investment registration authority regarding the capital contribution, share purchase, or capital contribution purchase by foreign investors or economic organizations with foreign investment, in cases where such registration procedures are required under the Law on Investment 2020;
  • A list of the company’s beneficial owners, in accordance with Form No. 10, Appendix I issued together with Circular No. 68/2025/TT-BTC.
• In cases where a multiple-member limited liability company or a partnership registers to change members’ contributed capital ratios without changing the membership structure, the application submitted to the provincial business registration authority must include the following:
  • Application for registration of change in enterprise registration information;
  • List of members of the multiple-member limited liability company or list of partners of the partnership, excluding information on capital-contributing partners. The lists must include the signatures of members whose capital contributions have changed but are not required for those whose contributions remain unchanged;
  • Transfer contracts or documents evidencing the completion of transfer in case of capital transfer; donation contracts in case of gifted capital contributions;
  • A copy of the written approval from the investment registration authority regarding the capital contribution, share purchase, or capital contribution purchase by foreign investors or economic organizations with foreign investment, in cases where such registration procedures are required under the Law on Investment.
• In cases where the general meeting of shareholders approves the offering of shares in multiple tranches to increase charter capital and authorizes the board of directors to register the charter capital increase after each tranche, the dossier must include:
  • Application for registration of change in enterprise registration information;
  • A copy or original of the resolution of the general meeting of shareholders on the share offering to increase charter capital, specifying the number of shares offered and authorizing the board of directors to register the capital increase after each tranche;
  • A copy or original of the resolution or decision of the board of directors on the registration of the charter capital increase after each share offering tranche;
  • A copy of the written approval from the investment registration authority regarding the capital contribution, share purchase, or capital contribution purchase by foreign investors or economic organizations with foreign investment, in cases where such registration procedures are required under the Law on Investment.

Step 2: Receive the result of the charter capital increase application

• Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial business registration authority shall review the validity of the dossier and issue the amended enterprise registration certificate in accordance with the law
• In cases where the dossier is invalid, the Authority shall issue a written notice specifying the contents to be amended or supplemented.

Step 3: Publish the change information on the national business registration portal

Notes on Procedures

• For a single-member limited liability company, increasing charter capital by raising capital from others will break the “single-member” structure. The company must then be reorganized as one of the following:
• A multiple-member limited liability company: The company must notify changes in enterprise registration information within 10 days from the date of completion of the capital change;
• A joint stock company: in accordance with regulations on enterprise type conversion.
• For a joint stock company, if the general meeting of shareholders approves the issuance of shares for sale to increase charter capital and authorizes the board of directors to register the charter capital increase after each share offering tranche, the company must follow this process after each tranche is completed.

For clients seeking legal advice or further information on enterprise law, please contact Viet An Law for the best assistance.