Procedures for Changing Charter Capital & Contribution Ratios

Short answer: A company may register changes to charter capital and contribution ratios when increasing or decreasing capital, or when members transfer contributed capital. Procedure: (1) the owner/Members’ Council/General Meeting of Shareholders approves the change; (2) carry out the contribution/capital transfer; (3) register the change to the enterprise registration contents with the Business Registration Office within the statutory time limit. All increases or decreases in charter capital must be registered; transfers of contributed capital that change ownership ratios also require updating the member list. Legal basis: the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15); Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — provisions on charter capital changes and transfers of contributed capital;
• Decree 168/2025/ND-CP on enterprise registration — dossier for registering charter capital changes.

Cases requiring registration of charter capital / contribution ratio changes

1. Increasing charter capital

• Members/shareholders contribute additional capital;
• Admitting new members/shareholders;
• Issuing shares or convertible bonds (joint stock companies).

2. Decreasing charter capital

• Refunding part of contributed capital (company operating for 02 years or more, ensuring debt payment capacity);
• The company repurchasing contributed capital or shares;
• Adjusting capital to the actually contributed amount (when 90 days expire without full contribution).

3. Changing contribution ratios (without changing charter capital)

• A member transfers part or all of their contributed capital to a remaining member or a newcomer — charter capital stays the same but ownership ratios change;
• The member list and member register must be updated.

Change registration procedure

Step 1. Approve the decision

The competent body approves: the capital level after change, the form of change, the contributing/transferring parties, and the implementation timeline.

Step 2. Implement the change in practice

• Contributions: bank transfer/asset delivery, with supporting documents;
• Capital transfers: sign a capital transfer contract; the transferring party (individual) declares and pays personal income tax;
• Offer the contributed capital to remaining members first (multi-member LLC) under pre-emptive rights.

Step 3. Register the change

• Notice of change to charter capital/contribution ratios using the current form;
• Attach the decision, meeting minutes; the member list after change; the transfer contract (if any);
• File with the Business Registration Office within the statutory time limit from the date of change; processing time is 03 working days.

Tax notes

• Capital increases/decreases do not generate CIT from the capital transaction itself;
• Loan interest corresponding to the shortfall in charter capital is not deductible for CIT purposes;
• Transfers of contributed capital: individual transferors pay personal income tax;
• Note: the business license tax was abolished from 01/01/2026.

Frequently asked questions

Is late registration of charter capital changes penalized?

Yes — administrative penalties may apply for failing to register changes within the time limit.

Do intra-family capital transfers incur tax?

Yes — transfers of contributed capital between individuals (including relatives) still trigger the transferor’s personal income tax obligation, except cases exempted by law.

Must a contribution-ratio change with unchanged charter capital be registered?

Yes — the member list change must be notified and the member register updated when members or ownership ratios change.

Notes on applying current legal provisions

Changes to capital and contribution ratios are the company’s “backbone” — affecting voting rights, profit distribution and asset liability. Every transaction should have complete contracts, supporting documents and timely registration. Contact ANT Legal’s lawyers at 0966.475.966 for advice.

Common risks to note

• “Paper” capital increases/decreases without actual contribution/payment;
• Capital transfers without personal income tax declaration;
• Late change registration — penalized;
• Violating remaining members’ pre-emptive purchase rights.

How can ANT Legal help?

ANT Legal advises on charter capital and contribution ratio change plans; drafts capital transfer contracts; carries out change registration procedures; and advises on tax. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedures for registering charter capital changes for a single-member LLC
• Procedures for registering a name change for a joint stock company
• Procedures for registering a legal representative change for LLCs and joint stock companies
• Regulations on notifying changes to enterprise registration contents under Vietnamese law
• Procedures for registering a private enterprise in Vietnam