If a limited liability company with two or more members has a charter capital of over 10 billion VND, how much license fee must be paid annually?

Pursuant to Clause 1, Article 2 of the Decree 139/2016/ND-CP regulates license fee payers as follows:

License fee payers

License fee payers are organizations and individuals engaged in production and trading of goods and services, except for the cases specified in Article 3 of this Decree, including:

1. The enterprise is established in accordance with the law.

2. The organization is established under the Cooperative Law.

3. The public service unit is established according to the provisions of law.

At the same time, based on Clause 1, Article 4, Circular 302/2016/TT-BTC stipulates:

License fee rates

1. License fee rates for organizations producing and trading goods and services are as follows:

a) Organizations with charter capital or investment capital of over 10 billion VND: 3,000,000 (three million) VND/year;

b) Organizations with charter capital or investment capital of 10 billion VND or less: 2,000,000 (two million) VND/year;

c) Branches, representative offices, business locations, public service units, other economic organizations: 1,000,000 (one million) VND/year.

Thus, for limited liability companies with two or more members with charter capital of over 10 billion VND, they must pay a license fee of 3,000,000 (three million) VND/year.

When must a limited liability company with two or more members pay the license fee?

The deadline for paying the license fee is specified in Clause 9, Article 18 of Decree 126/2020/ND-CP as follows:

Tax payment deadline for state budget revenues from land and money granting rights to exploit water resources, mineral resources, sea area use fees, registration fees, license fees

…

9. License fee:

a) The deadline for payment of license fee is January 30 every year.

b) For small and medium-sized enterprises converted from business households (including dependent units and business locations of the enterprise) at the end of the license fee exemption period (the fourth year from the year of establishment of the enterprise), the deadline for payment of license fees is as follows:

b.1) In case the license fee exemption period ends during the first 6 months of the year, the deadline to pay the license fee is July 30 of the year the exemption period ends.

b.2) In case the license fee exemption period ends during the last 6 months of the year, the deadline to pay the license fee is January 30 of the year immediately preceding the year in which the exemption period ends.

c) For business households and individual businesses that have terminated production and business activities and then resumed operations, the deadline for paying license fees is as follows:

c.1) In case of starting operations in the first 6 months of the year: No later than July 30 of the year of starting operations.

c.2) In case of opening operations during the last 6 months of the year: No later than January 30 of the year immediately preceding the year of starting operations.

Thus, according to regulations, the deadline for paying license fees for limited liability companies with two or more members is January 30 every year.

In case a limited liability company with two or more members is a small and medium-sized enterprise converted from a business household, the license fee must be paid as prescribed in Point b, Clause 9 of this Article.

In what cases can a limited liability company with two or more members increase its charter capital?

Increasing the charter capital of a limited liability company with two or more members is prescribed in Clause 1, Article 68 of the 2020 Enterprise Law as follows:

Increase and decrease charter capital

1. The company may increase its charter capital in the following cases:

a) Increase members’ capital contributions;

b) Receive additional capital contributions from new members.

2. In case of increasing members’ contributed capital, the additional capital will be divided among the members in proportion to their capital contribution in the company’s charter capital. Members may transfer their capital contribution rights to others according to the provisions of Article 52 of this Law. In case a member does not contribute or only partially contributes the additional capital, the remaining capital of that member’s additional capital will be divided to the other members in proportion to their capital contribution in the company’s charter capital if the members have not otherwise agreed.

3. The company may reduce its charter capital in the following cases:

a) Refund a portion of capital contribution to members according to the proportion of their capital contribution in the company’s charter capital if it has operated continuously for 02 years or more from the date of business registration and ensures full payment of debts and other property obligations after repaying members;

Thus, according to regulations, a limited liability company with two or more members can increase its charter capital in the following cases:

– Increase members’ capital contributions;

– Receive additional capital contributions from new members.