Dossier to register changes in business registration content in case the partnership changes its charter capital

If a partnership wants to change its charter capital, what documents need to be prepared in the registration dossier to change the business registration content? 

1. What documents are included in the registration dossier to change the business registration content in case a partnership changes its charter capital?

Registration dossier for changing business registration content in case a partnership changes its charter capital is specified in Clause 1, Article 51 of Decree 01/2021/ND-CP as follows:

Register to change charter capital, capital contribution, capital contribution ratio

1. In case a limited liability company, joint stock company, or partnership registers a change in charter capital, the company sends a registration dossier to change the business registration content to the Business Registration Office where the company’s headquarters is located. The dossier includes the following documents:

a) Notice of change in business registration content signed by the legal representative of the enterprise;

b) Resolutions and decisions of the company owner for one-member limited liability companies; Resolutions, decisions and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and the General Meeting of Shareholders for joint stock companies on changing charter capital;

c) Document from the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, foreign-invested economic organizations in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law.

2. In case the company registers to change the capital contribution, the capital contribution ratio of members of a limited liability company with two or more members, of general partners of a partnership, the company sends a registration dossier to change the business registration content to the Business Registration Office where the company’s head office is located. The dossier includes the following documents:

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Thus, according to regulations, the registration dossier to change the business registration content in case a partnership changes its charter capital includes the following documents:

(1) Notice of change in business registration content signed by the legal representative of the enterprise;

(2) Resolutions, decisions and meeting minutes of the Board of Members on changing charter capital;

(3) Document from the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution by foreign investors, economic organizations with foreign investment capital in cases where procedures for registration of capital contribution, share purchase, purchase of capital contribution must be carried out according to the provisions of the Law on Investment 2020.

2. After receiving the registration dossier to change the business registration content of the partnership, what is the responsibility of the Business Registration Office?

The responsibilities of the Business Registration Office after receiving the dossier are specified in Clause 5, Article 51 Decree 01/2021/ND-CP as follows:

Registering changes to charter capital, capital contribution, and ratio capital contribution

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b) Resolutions, decisions and copies of meeting minutes of the Board of Directors of joint stock companies on registration to increase the company’s charter capital after the end of each share sale.

4. In case of reducing charter capital, the enterprise must commit to ensuring full payment of debts and other property obligations after reducing capital. In case a limited liability company with two or more members reduces its charter capital according to the provisions of Points a and b, Clause 3, Article 68 of the Law on Enterprises, the registration dossier to reduce charter capital must be accompanied by the financial report closest to the time of decision to reduce charter capital.

5. After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and issues the Business Registration Certificate to the enterprise.

Thus, according to regulations, after receiving the registration dossier to change the business registration content of the partnership, the Business Registration Office is responsible for:

– Issuing the Receipt receive;

– Check the validity of documents;

– Issue Business Registration Certificate to the partnership company.

3. Can the Board of members of a partnership company decide to buy or sell assets with a value greater than the company’s charter capital?

The Board of members of a partnership company is specified in Clause 3, Article 182 of the Law on Enterprises 2020 as follows:

Board of members

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3. The Board of members has the right to decide all business affairs of the company. If the company’s Charter does not stipulate, decisions on the following issues must be approved by at least three-quarters of the total number of partners:

a) Company development orientation and strategy;

b) Amendments and supplements to the company’s Charter;

c) Acceptance of new members;

d) Approval General partners withdraw from the company or decide to expel members;

d) Decide on investment projects;

e) Decide to borrow and raise capital in other forms, lending with a value of 50% or more of the company’s charter capital, unless the company charter stipulates a higher ratio;

g) Decide to buy and sell assets with a value equal to or greater than the company’s charter capital, unless the company charter stipulates a higher ratio;

h) Approve the annual financial report, the total profit divided and the profit divided to each member;

i) Decision on dissolution; request bankruptcy of the company.

Thus, according to regulations, if the Company’s Charter does not stipulate, the Board of Members of a partnership company can only decide to buy or sell assets with a value greater than the company’s charter capital when approved by at least three-quarters of the total number of partners.

Unless the company Charter stipulates a higher ratio.