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Procedures for registering changes in charter capital and capital contribution ratio is legal content that readers often need to check carefully before implementing it in practice. This article has been systematized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main problems, common risks and appropriate solutions.

Along with the continuous development of businesses, the registration to change charter capital and capital contribution ratio are also increasing. ANT Legal guides some basic legal procedures and procedures and answers some questions of businesses when performing the above tasks:

Sequence and procedures for changing charter capital, capital contribution ratio

Dossier elements

Notification of change in charter capital;
Decision by decision Document of the Chairman of the Board of Directors on adjusting the capital contribution ratio;
Copy of the minutes of the board of directors meeting;
List of members and capital contribution ratio of the members, accompanied by:
Copy of ID card;
Completed capital transfer contract and certified documents All transfers must be certified by the company (in case of ratio adjustment due to transfer of capital contributions between members).

Number of documents: 01 (set)

How to submit documents

Enterprises submit documents online through the national business registration portal: https://dangkyquamang.dkkd.gov.vn/auth/Public/LogOn.aspx?ReturnUrl=%2fauth%2fdefault.aspx

Within 03 working days, the Department of Planning and Investment will review the validity of the application.

After the online registration application is approved, The applicant prepares the following documents and submits them to the 1-stop department of the Department of Planning and Investment (in case of submitting documents using a public digital signature account, there is no need to submit paper documents again):

01 set of application components as mentioned above;
01 notice of approval for online application submission;
02 Application submission receipt; online;
ID copy of the applicant + original comparison.

After that, the Department of Planning and Investment will confirm the application components and return the results.

State fee: Free registration + 100,000 change announcement fee.

Some frequently asked questions about changing charter capital and capital contribution ratio:

What is the purpose of increasing charter capital?

To help the company increase its financial capacity, open up many development opportunities in business activities, and affirm the company’s sustainable development. From there, creating trust among shareholders and establishing trust with partners.

What is the impact of increasing charter capital on businesses?

Positive:

Increase in bank loan limits.
Increase capital to carry out investment and business.
Increase the level of trust of the business to creditors and opponents cooperation.
Increases the stability and development of the enterprise.
Restrictions on takeovers for some shareholders/members in the enterprise.
Contributes to ensuring legal safety in market expansion, investment, and business expansion activities.

Due to mechanism:

If you do business at a loss and compensate for the contract, you must be responsible for more, corresponding to the amount of capital you registered.
Increases the annual fee payable for license tax in the enterprise because the fee payable for license tax will be based on the charter capital of the enterprise.
Increases the possibility of having to bear liability for assets. of the enterprise in carrying out its obligations and paying debts to creditors and partners.
Is it necessary to notify the tax authority of increasing charter capital?
No need to notify tax authorities. However, to avoid risks, companies currently still notify according to form No. 08-MST (issued together with Circular 95/2016/TT-BTC) when there is a change in tax registration information.

Do I have to pay a license fee to increase charter capital?

If an organization changes its charter capital or investment capital, the basis for determining the fee will be determined. License is the charter capital or investment capital of the year preceding the year of calculating license fees.

Full year license fee:

Over 10 billion VND: 3,000,000 VND/year

From 10 billion VND or less: 2,000,000 VND/year

Branches, representative offices, business locations, public service units, other economic organizations: 1,000,000 VND/year.

What is increasing charter capital from profit after tax?

When the company has profit after tax, it will allocate it to funds, and the remaining balance will be used to distribute to shareholders. After the shareholders meeting, agreeing to divide the remaining profits and agreeing to supplement business capital, then based on the meeting minutes, the division will begin. If dividends are paid by shares, procedures must be carried out to increase charter capital corresponding to the number of shares distributed to shareholders.

Service for registering changes in charter capital, capital contribution ratio of ANT Legal:

Consulting on necessary documents in the dossier on procedures for changing charter capital, capital contribution ratio of the company ty;
Collect, check and authenticate relevant documents;
Draft documents, applications, and documents in accordance with the law;
Representing customers to submit documents at the Business Registration Office of the Department of Planning and Investment;
Representing customers to pay necessary fees according to regulations of the agency state agency;
Representing the customer to receive notification results at the Department of Planning and Investment, then handing over the documents to the customer.

ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we confidently provide services to change charter capital and company capital contribution ratio.

Note on Applying Current Legal Regulations

This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.

Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common Legal Risks to Note

Applying legal instruments that have been amended, supplemented or replaced.
Preparing an incomplete set of documents, materials or necessary evidence.
Misunderstanding the conditions, procedure, timeline or competent authority.
Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.

How Can ANT Legal Support You?

ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.

For prompt advice, you may contact a lawyer at 0966.475.966.

Business & M&A, Legal Knowledge

Procedures for registering changes to charter capital, capital contribution ratio