What is the latest registration form to change the charter capital in a commercial service limited liability company?

To change charter capital, does a service trading limited liability company have to register with the Business Registration Authority?

Registering to change the content of the Business Registration Certificate is stipulated in Article 30 of the Law on Enterprises 2020 as follows:

Register to change the content of the Business Registration Certificate

1. Enterprises must register with the Business Registration Authority when changing the content of the Business Registration Certificate specified in Article 28 of this Law.

2. Enterprises are responsible for registering changes to the content of the Business Registration Certificate within 10 days from the date of change.

3. Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

4. Registration to change the content of the Business Registration Certificate according to the decision of the Court or Arbitration is carried out according to the following order and procedures:

a) The person requesting to register to change the content of the Business Registration Certificate sends a request to register the change to the competent business registration authority within 15 days from the date the Court’s judgment or decision takes legal effect or the Arbitrator’s decision takes effect. Attached to the registration dossier must be a copy of the legally effective judgment or decision of the Court or the effective Arbitral Award;

b) Within 03 working days from the date of receiving the registration request specified in Point a of this Clause, the Business Registration Authority is responsible for reviewing and issuing a new Business Registration Certificate according to the content of the legally effective Court judgment or decision or effective Arbitral Award; In case the dossier is not valid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the person requesting registration of changes. In case of refusal to issue a new Business Registration Certificate, it must be notified in writing to the person requesting registration of change and clearly state the reason.

5. The Government regulates documents, order and procedures for registering changes to the content of the Business Registration Certificate.

Article 28 of the Law on Enterprises 2020 stipulates the content of the Business Registration Certificate as follows:

Contents of the Business Registration Certificate

The Business Registration Certificate includes the following main contents:

1. Business name and business code;

2. Address of the enterprise’s headquarters;

3. Full name, contact address, nationality, legal document number of individual for legal representatives of limited liability companies and joint stock companies; for general members of a partnership; for business owners of private enterprises. Full name, contact address, nationality, legal document number of individual for individual members; name, business code and head office address of the organizational member for a limited liability company;

4. charter capital for companies, investment capital for private enterprises.

According to the above regulations, charter capital is one of the contents recorded on the Business Registration Certificate.

Therefore, to change the charter capital, the service trading limited liability company must register with the Business Registration Authority within 10 days from the date of change.

What is the latest registration form for changing charter capital in a trading and service LLC?

The latest registration form for changing charter capital in a service trading limited liability company is currently specified in Appendix II-1 issued together with Circular 01/2021/TT-BKHDT

What documents are included in the registration dossier to change charter capital in a service trading limited liability company?

When wanting to change its charter capital, a service trading limited liability company must submit 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 specified in Clause 1, Article 51 of Decree 01/2021/ND-CP including:

(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 the capital contribution and capital contribution purchase of foreign investors and foreign-invested economic organizations in cases where capital contribution registration and capital contribution purchase procedures must be carried out according to the provisions of the Investment Law.