Foreign-invested business organization makes changes of charter capital in Vietnam

Foreign-invested company’s charter capital is capital which company has made commitment to contribute, according to agreements and term written in Certificate of Business Registration, through direct investment account of company. Company’s charter capital might be equivalent to or less than investment capital registered in Certificate of Investment Registration. When changing charter capital, company need to change investment capital in Certificate of Investment Registration simultaneously, if investment capital is less than new charter capital.

Notice: Direct investment account of foreign-invested company:

• There is discrimination between domestic-invested company and foreign-invested company, which is direct investment account in accordance with Vietnam regulations. When establishing business entity in Vietnam, foreign investor is acquired to open a direct investment account with aim of receiving foreign-invested capital and transferring profit, withdrawal capital into other countries through this account.
• Foreign investors must transfer the contribution of charter capital into direct investment account within a regulated term. Thereafter, investor transfer that contribution from direct investment account to company’s transaction account to operate company’s activates.
• We can say that various foreign-invested companies have not had considerable knowledge of direct investment account. Thus, it is absolutely difficult for contributing capital legally, exercising procedure to change the content of Certificate of Investment Registration, especially transferring capital or profit into other contrives.

The dossier of changing foreign-invested company’s capital:

1. 02 notarized copies of Certificate of Investment Registration/ Certificate of Business Registration
2. 02 notarized copies of Certificate of Tax Registration ( as for the company which does not separate between Certificate of Investment Registration and Certificate of Business Registration);
3. A report on progress of project execution and A report on project execution up to the date of project adjustment
4. 01 copies of notarized latest financial statement to the time of changing;
5. Bank’s certificate of direct investment account shows that company has been contributing fully capital ( if financial statement does not indicate)
6. Certificate of account balance, financial statement or guarantee commitment from holding company (with organization); saving account, certificate of account balance (with individual) equivalent to planed charter capital increase
7. An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
8. Notarized copy of legal representative’s passport and temporary residence card;

The process of changing foreign-invested company’s capital:

Step 1: Changing of Certificate of Business Registration or separating Certificate of Business Registration and Certificate of Investment Registration (if not) so as to increase charter capital: the processing term: 03-05 workdays;

Step 2: Posting Business Registration Information in National Business Registration Portal;

Step 3: Reissue legal entity’s seal in accordance with new information (in case that company is not issued seal following new regulations or former seal contains company’s old address);

Step 4: Announcing company’s latest seal;

Step 5: Registering for changes of Certificate of Investment Registration ( if there is change of investment capital from origin charter capital)

The processing term: 10-15 workdays