The Title

The charter capital of a foreign capital company is not only recorded on the Business Registration Certificate but also on the Investment Certificate. Therefore, when a foreign capital company increases its charter capital, it will have to change both the Investment Certificate and the Enterprise Registration Certificate at the same time.

Foreign capital company increase charter capital from investors in two ways:

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

Procedures for increasing charter capital of existing investors in foreign capital company in Vietnam

Step 1: Adjust the investment registration certificate

Dossier of increase in charter capital of a foreign capital company

• A written request for adjustment of the Investment Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on adjustment of the investment project for institutional investors or equivalent documents for individual investors;
• Current investment registration certificate;
• Explain or provide documentation related to the adjustment of the following:
  • Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; other documents proving the financial capacity of the investor;
  • Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Time to increase charter capital of foreign capital company

From 10-15 working days

Implementing agency:

Department of Planning and Investment where the enterprise is headquartered

Step 2: Make charter capital contribution

After obtaining the investment registration certificate, the investor shall contribute investment capital (additional capital) in accordance with the time limit specified on the investment registration certificate and the law on foreign exchange management.

Step 3: Increase the charter capital of the foreign capital company on the enterprise registration certificate

Dossier of charter capital increase on the Business Registration Certificate

• Notice of change of enterprise registration contents shall be signed by the legal representative of the enterprise.
• Resolutions and decisions of the company owner for a one-member limited liability company; resolutions, decisions and meeting minutes of the Members’ Council for limited liability company with two or more members, partnerships, of the General Meeting of Shareholders for joint-stock company on the change of charter capital.
• List of members of a limited liability company with two or more members; List of members of a partnership, which does not include the declaration of capital contributors. The lists must include the signatures of members whose capital contribution has changed, it is not required to have the signature of the member whose contributed capital has not changed.
• Documents of the Investment Registration Agency approving the capital contribution, share purchase, purchase of contributed capital by foreign investors or foreign capital economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase or purchase of contributed capital in accordance with the provisions of the Investment Law.

Duration:

From 03-05 working days

Implementing agency:

Department of Planning and Investment where the enterprise is headquartered

Procedures for increasing charter capital of investors contributing new capital to foreign capital company in Vietnam

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

Dossiers of increase of charter capital of investors contributing new capital to foreign capital company

• A document of registration of capital contribution, share purchase or purchase of contributed capital includes the following contents: information on enterprise registration of economic organizations to which foreign investors plan to contribute capital, purchase shares or purchase contributed capital; business lines; list of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any); the percentage of ownership of charter capital of foreign investors before and after capital contribution, share purchase or purchase of contributed capital to economic organizations; expected transaction value of contracts for capital contribution, share purchase, purchase of contributed capital; information on investment projects of economic organizations (if any);
• Copies of legal papers of individuals, organizations contributing capital, buying shares, purchasing contributed capital and economic organizations with foreign investors contributing capital, buying shares or purchasing contributed capital: Passport (if an individual); Business license or equivalent document and passport of the person authorized to manage the capital portion in Vietnam (if it is an organization);
• A written agreement in principle on capital contribution, share purchase or purchase of contributed capital between foreign investors and economic organizations in which foreign investors contribute capital, purchase shares, purchase contributed capital or between foreign investors and shareholders or members of such economic organizations;
• A copy of the land use right certificate of an economic organization in which foreign investors contribute capital, purchase shares or purchase contributed capital if such economic organization has a land use right certificate in islands, communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security, except economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech parks or economic zones established under the Government’s regulations.

Power of attorney for Viet An Law.

Duration:

From 10-15 working days

Implementing agency:

Department of Planning and Investment where the enterprise is headquartered.

Step 2: Make charter capital contribution of new investors

After obtaining the investment registration certificate, the investor shall contribute investment capital (additional capital) in accordance with the time limit specified on the investment registration certificate and the law on foreign exchange management.

Step 3: Increase charter capital on the Business Registration Certificate

Documents to provide:

• Notice of change of enterprise registration contents signed by the legal representative of the enterprise;
• Resolutions and decisions of the company owner for a one-member limited liability company; resolutions, decisions and meeting minutes of the Members’ Council for limited liability company with two or more members, partnerships, of the General Meeting of Shareholders for joint-stock company on the change of charter capital;
• List of members of a limited liability company with two or more members; List of members of a partnership, which does not include the declaration of capital contributors. The lists must include the signatures of members whose contributed capital has changed, it is not required to have the signatures of members whose contributed capital has not changed;
• Documents of the Investment Registration Agency approving the capital contribution, share purchase, purchase of contributed capital by foreign investors or foreign capital economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase or purchase of contributed capital in accordance with the provisions of the Investment Law.

Duration: From 03-05 working days.

Implementing agency: Department of Planning and Investment where the enterprise is headquartered.

Step 4: Increase the charter capital of the foreign capital company on the Investment Registration Certificate and add new capital contributing investors

Documents to provide:

• A written request for adjustment of the Investment Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• The investor’s decision on adjustment of the investment project for institutional investors or equivalent documents for individual investors;
• Current investment registration certificate;
• Explain or provide documentation related to the adjustment of the following:
  • Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; other documents proving the financial capacity of the investor;
  • Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Duration:

From 10-15 working days.

Implementing agency:

Department of Planning and Investment where the enterprise is headquartered.

If customers want to increase the charter capital of a foreign capital company, please contact Viet An Law Firm for the fastest and best support!