Change charter capital of foreign enterprise in Vietnam

Charter capital of a foreign enterprise is the amount of capital that the enterprise promised to contribute complying with the law and the deadline recorded in the Certificate of Investment Registration through the capital account of the enterprise. Charter capital of the enterprise may be lower than investment capital registered in the Certificate of Investment Registration. When changing charter capital, the enterprise should simultaneously change investment capital if it is lower than the new charter capital.

Notice: The investment capital account of foreign enterprises in Vietnam

• In accordance with the law, foreign enterprises are different with local ones, foreign enterprises must open investment capital account to receive capital of foreign investors and to transfer revenues or to withdrawal capital;
• When contributing, foreign investors must transfer capital to the investment capital account of the enterprise. After that, the enterprise can transfer charter capital to other accounts to run business;
• Many foreign enterprises in Vietnam have not known about the new regulations on the investment capital account. Therefore, they may have troubles with contribution deadline, procedures for adjustment of the Certificate of Investment Registration, especially, procedures for transferring capital or revenues.

Dossier to be prepared when changing charter capital of foreign enterprises:

• 02 notarized copies of the Certificate of Investment Registration/the Certificate of Business Registration;
• 02 notarized copies of the Certificate of Tax Registration (if the enterprise has not separated the old certificate into the Certificate of Investment Registration and the Certificate of Business Registration);
• The report on project operation and execution up to the date of adjustment;
• 01 notarized copy of audited financial statement at the nearest time of adjustment;
• Bank’s confirmation confirming that the enterprise completely contributing capital (if financial statement does not clearly mention complete capital contribution;
• Bank balance confirmation, financial statement, commitment of the parent company to provide capital guarantee (if investor is organization); bank balance confirmation (if investor is individual) corresponding with the intended increase of investors);
• Information of construction and investment project proposal: the number of foreign employees, the number of local enterprises;
• Phone number, email of investors;
• Phone number of Ho Chi Minh offices; Land-use area;
• Notarized copy of passport and temporary residence card of the legal representative.

Procedures for changing charter capital of foreign enterprise:

Step 1: Adjust the Certificate of Business Registration or separate the Certificate of Business Registration and the Certificate of Investment Registration (if the enterprise have not done this yet) in order to change the charter capital of the enterprise. This takes from 03 to 05 working days.

Step 2: Post the business information on the National Business Registration Portal.

Step 3: Re-grant the seal sample in accordance with new information (in case the enterprise has not re-grant the seal sample complying with the new regulations or the old one indicates the old address).

Step 4: Announce the seal sample.

Step 5: Adjust the Certificate of Investment Registration (in case the enterprise change the investment capital simultaneously).

Duration: from 10 to 15 working days.

Services for changing charter capital of foreign enterprise at Viet An Law Firm:

• Consult about conditions and legal matters relating to changing charter capital, investment capital of foreign enterprises;
• Specially consult about procedures and regulations on investment capital account;
• Consult about the relation of charter capital and investment capital;
• Consult about procedures for foreign loans;
• Consult and prepare the dossier for changing charter capital;
• Consult about financial capacity confirmation to ensure investment conditions of foreign investors;
• Represent, act on behalf of clients to perform procedures at the state-authorized agencies;
• Consult about arising legal matters, duration and contribution methods after changing charter capital.

If clients have any concerns about changing charter capital in foreign enterprises in Vietnam, please feel free to contact Viet An Law Firm for more information!