Procedures for Increasing the Charter Capital of a Joint-Stock Company

Short answer: A joint-stock company increases its charter capital by offering additional shares (to existing shareholders, employees or new investors), issuing shares to pay dividends, or issuing bonus shares from owner’s equity. After completing the capital increase, the company must register the change of enterprise registration contents within the prescribed time limit. This article provides detailed guidance on each form and procedure under the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) and Decree 168/2025/ND-CP.

Legal basis for increasing the charter capital of a joint-stock company

The increase of a joint-stock company’s charter capital is mainly governed by the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) and Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Forms of increasing the charter capital of a joint-stock company

1. Offering shares to existing shareholders

This is the most common form. The company offers additional ordinary shares to existing shareholders in proportion to each shareholder’s current ownership. Existing shareholders have preemptive purchase rights within the period set by the company charter or the General Meeting of Shareholders’ resolution. Shares not fully subscribed by existing shareholders are offered to others as decided by the General Meeting of Shareholders.

2. Private placement of shares

The company offers shares to fewer than 100 investors excluding professional securities investors, or offers only to professional securities investors. This form helps the company quickly raise capital from strategic partners but must comply with the conditions on subjects and private placement procedures under securities law for each specific case.

3. Public offering of shares

Applicable to public companies under securities law. The company must satisfy offering conditions, register with the competent authority and disclose information as prescribed.

4. Issuing shares to pay dividends

Instead of paying dividends in cash, the company issues additional shares to pay dividends to shareholders. The charter capital increases correspondingly with the total par value of the additional issued shares.

5. Issuing bonus shares from owner’s equity

The company uses share premium, the development investment fund or undistributed after-tax profits to issue bonus shares, thereby increasing charter capital without shareholders having to pay additional money.

Authority to decide on charter capital increases

The General Meeting of Shareholders is the competent body to decide on charter capital increases, approving the share offering/issuance plan, including: the number of offered shares, offering price, offered subjects, timeline and method of implementation. In some cases, the General Meeting of Shareholders may authorize the Board of Directors to decide certain details under the company charter and the law.

Procedures for registering charter capital changes after the increase

Step 1. Preparing the dossier

The dossier for registering charter capital changes includes:

• The notification of changes to enterprise registration contents in the currently prescribed form;
• The General Meeting of Shareholders’ resolution/decision on the charter capital increase and the share offering/issuance plan;
• A valid copy of the General Meeting of Shareholders’ meeting minutes;
• Written confirmation of completion of the offering/issuance (list of shareholders after the change, vouchers of payment for share purchases, or documents proving the capital source for bonus share issuance/dividend payment in shares);
• An authorization letter for the dossier filer (if the filer is not the legal representative).

Step 2. Filing the dossier

The enterprise files the dossier at the Business Registration Office under the Department of Finance where the company is headquartered, in person or online via the National Portal for Enterprise Registration. The business registration authority reviews the validity of the dossier and issues an Enterprise Registration Certificate with the new charter capital within 03 working days from receipt of a complete valid dossier.

Step 3. Publishing the enterprise registration contents

After being granted the Enterprise Registration Certificate with the new charter capital, the company publishes the enterprise registration contents on the National Portal for Enterprise Registration as prescribed.

Time limit for registering charter capital changes

Within 10 days from the date of completing the capital increase (the last day of the payment period for share purchases or the end date of the issuance), the company must register the charter capital change with the business registration authority. Late registration may be subject to administrative sanctions under current regulations.

Important notes when increasing the charter capital of a joint-stock company

• Restrictions on transfer of founding shareholders’ shares: within 03 years from the date the company is granted the Enterprise Registration Certificate, founding shareholders may freely transfer ordinary shares to other founding shareholders, but may only transfer to non-founding shareholders with the approval of the General Meeting of Shareholders.
• Preemptive rights of existing shareholders: when offering additional ordinary shares, the company must offer them to existing shareholders first in corresponding proportions, unless the General Meeting of Shareholders decides otherwise.
• Tax obligations: individual shareholders transferring shares or receiving dividends in shares may incur personal income tax obligations; the company should coordinate with the tax authority to declare and pay taxes correctly.
• Foreign investors: where foreign investors participate in purchasing shares subject to registration of capital contribution, share purchase or capital contribution purchase under the Law on Investment, the company must complete registration procedures with the investment registration authority before changing the enterprise registration.
• Charter amendment: after the capital increase, the company needs to amend and supplement the charter on the charter capital level and share structure accordingly.

Frequently asked questions

Must a joint-stock company’s charter capital increase be approved by the General Meeting of Shareholders?

Yes. The charter capital increase and the share offering/issuance plan fall under the decision-making authority of the General Meeting of Shareholders, unless the company charter has other specific decentralization provisions consistent with the law.

What is the time limit for registering charter capital changes?

Within 10 days from the date of completing the capital increase, the company must register the change of enterprise registration contents with the Business Registration Office. The business registration authority processes it within 03 working days if the dossier is valid.

How are shareholders who fail to fully pay for subscribed shares handled?

Shareholders who have not paid or have only partially paid for subscribed shares are liable correspondingly with the total par value of the subscribed shares for the company’s financial obligations arising during the period before the company registers the adjusted charter capital. Unpaid shares are handled under the law and the company charter.

Notes on applying current legal provisions

This article belongs to the enterprise knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out procedures. Legal provisions may change over time, by dossier type and by each enterprise’s specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the applicable conditions, procedures, time limits or competent authority.
• Late registration of charter capital changes leading to administrative sanctions.

How can ANT Legal help?

ANT Legal supports advising on suitable capital increase plans, drafting General Meeting of Shareholders’ resolutions and share offering/issuance dossiers, carrying out charter capital change registration procedures, and reviewing tax obligations and procedures related to foreign investors (if any). For quick advice, you may contact a lawyer at 0966.475.966.

Related articles

• What are the procedures for changing founding shareholders of a joint-stock company?
• Procedures for converting a joint-stock company into a multi-member LLC
• Changing the legal representative of a joint-stock company
• Must asset contributions for enterprise establishment be declared for and subject to value-added tax?
• Rights and obligations of enterprises