Procedures for increasing charter capital of a foreign-invested company

The charter capital of a foreign-invested company is recorded on the Business Registration Certificate and recorded on the Investment Certificate. Therefore, when a foreign-invested company increases its charter capital, it will simultaneously change the Investment Certificate and the Business Registration Certificate.

Foreign-invested companies increase charter capital from investors in two ways:

• Increase the capital contributions of existing investors in the company;
• Receive capital contributions from new investors.

Procedures for raising charter capital of existing investors in foreign-invested companies

Step 1: Adjust the investment registration certificate

Dossier of increase of charter capital of foreign-invested companies 

• Written request for adjustment of investment certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on the adjustment of the investment project to the investor who is an organization or the equivalent document for the investor who is an individual;
• Current investment registration certificate;
• Explain or provide documents related to the adjustment of the following:
  • Documents proving the financial capacity of the investor include at least one of the following documents: the investor’s last 02-year financial statements; commitment to the financial support of the parent company; commitment to the financial support of financial institutions; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;
  • Other documents related to investment projects, requirements on conditions, and ability of investors by law (if any).

Time to increase the charter capital of foreign-invested companies 

From 10-15 working days

Implementation agency:  

Department of Planning and Investment, where the business is headquartered

Step 2: Make charter capital contributions 

After obtaining the investment registration certificate, the investor shall contribute investment capital (additional capital) by the time limit prescribed on the investment registration certificate and the provisions of the law on foreign exchange management.

Step 3: Increase the charter capital of a foreign-invested company on the Business registration certificate 

Dossier of charter capital increase on the Certificate of Business Registration 

• Notice of change of Business registration contents signed by the Business’s legal representative.
• Resolutions and decisions of the company’s owners on one-member limited liability companies; resolutions, findings, and minutes of meetings of the Members’ Council for limited liability companies of two or more members, partnerships, of the General Meeting of Shareholders for joint-stock companies on the change of charter capital.
• List of members of a limited liability company of two or more members; the list of members of a partnership company does not include the contents of the declaration of capital contribution members. The lists must include the signatures of members whose capital contributions change, not required to have the signature of members whose capital contributions are unchanged.
• The written approval of the investment registration agency on capital contribution, share purchase, purchase of capital contribution by foreign investors, foreign-invested economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase, purchase of contributed capital by the Provisions of the Investment Law.

Implementation time: 

From 03-05 working days

Implementation agency:  

Department of Planning and Investment, where the business is headquartered

Procedures for increasing charter capital of investors contributing new capital to foreign-invested companies

Step 1: Register capital contribution/share purchase/capital contribution of foreign investors 

Dossiers of charter capital increase of investors contributing new capital to foreign-invested companies 

• The written registration of capital contribution, share purchase, purchase of contributed capital include the following contents: information on Business registration of economic organizations that foreign investors are expected to contribute capital, buy shares, buy contribute capital; business lines and professions; list of owners, members, founding shareholders, list of owners, members, shareholders who are foreign investors (if any); percentage of ownership of charter capital of foreign investors before and after capital contribution, share purchase, purchase of capital contribution to economic organizations; the expected transaction value of the contract for capital contribution, share purchase, purchase of contributed capital; information on investment projects of financial organizations (if any);
• Copies of legal papers of individuals and organizations contributing capital, purchasing shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, buying shares, buying contributed capital: Passport (if they are individuals); Business licenses or equivalent documents and passports of persons authorized to manage capital in Vietnam (if they are organizations);
• A written agreement on the principle of capital contribution, share purchase, purchase of capital contribution between foreign investors and economic organizations with foreign investors contributing capital, buying shares, purchasing capital contributions or between foreign investors and shareholders or members of such financial organizations;
• Copies of land use proper certificates of economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions if such financial organization has certificates of land use rights in islands, communes, wards, border towns and communes, wards and coastal towns; other areas affecting national defense and security, except for economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech parks and economic zones established by the Government’s regulations.
• Power of attorney for Viet An Law.

Implementation time:  

From 10-15 working days

Implementation agency:  

Department of Planning and Investment, where the business is headquartered.

Step 2: Implement the charter capital contribution of new investors 

After obtaining the investment registration certificate, the investor shall contribute investment capital (additional capital) by the time limit prescribed on the investment registration certificate and the provisions of the law on foreign exchange management.

Step 3: Increase charter capital on the Certificate of Business Registration 

Dossiers to be provided: 

• Notice of change of Business registration contents signed by the legal representative of the Business;
• Resolutions and decisions of the company’s owners on one-member limited liability companies; resolutions, decisions and minutes of meetings of the Members’ Council for limited liability companies of two or more members, partnerships, of the General Meeting of Shareholders for joint-stock companies on the change of charter capital;
• List of members of a limited liability company of two or more members; the list of members of a partnership company does not include the contents of the declaration of capital contribution members. The lists must include the signatures of members whose capital contributions are changed, not required to be signed by members with unchanged capital contributions;
• The written approval of the investment registration agency on capital contribution, share purchase, purchase of capital contribution by foreign investors, foreign-invested economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase, purchase of contributed capital by the Provisions of the Investment Law.

Implementation time: From 03-05 working days.

Implementation Agency: Department of Planning and Investment, headquartered in the Business.

Step 4: Increase the charter capital of a foreign-owned company on the Investment Registration Certificate and add new capital contributors. 

Dossiers to be provided:

• Written request for adjustment of investment certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on the adjustment of the investment project to the investor who is an organization or the equivalent document for the investor who is an individual;
• Current investment registration certificate;
• Explain or provide documents related to the adjustment of the following:
  • Documents proving the financial capacity of the investor include at least one of the following documents: the investor’s last 02-year financial statements; commitment to the financial support of the parent company; commitment to the financial support of financial institutions; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;
  • Other documents related to investment projects, requirements on conditions, and ability of investors by law (if any).

Implementation time: 

From 10-15 working days.

Implementation agency: 

Department of Planning and Investment, where the business is headquartered.

Customers wishing to increase the charter capital of a foreign-invested company, please get in touch with Viet An Law Firm for the fastest and best support!