Services for Charter Capital Increase Procedures

Increasing charter capital is a procedure enterprises carry out when raising additional capital from existing members/shareholders or admitting new members or shareholders. This is a procedure for changing enterprise registration contents that must be registered with the business registration authority under the Law on Enterprises 2020 and Decree No. 168/2025/ND-CP. ANT Legal’s charter capital increase service ensures the procedure is performed lawfully, with complete dossiers and minimal risk of subsequent internal disputes.

When Do Enterprises Need to Increase Charter Capital?

– Expanding production and business scale, investing in new projects;
– Supplementing working capital, enhancing financial capacity for bidding or bank borrowing;
– Admitting new members or shareholders contributing capital to the company;
– Meeting the legal capital conditions of certain conditional business lines.

Forms of Charter Capital Increase

For LLCs: increasing capital contributions of existing members; receiving additional capital contributions from new members.

For joint stock companies: offering shares to existing shareholders; private placement of shares; public offering of shares (for public companies, in compliance with securities law).

Each form has different internal procedures (decisions of the Members’ Council/General Meeting of Shareholders, valuation of capital contributions, agreements of the parties) and must all be fully documented in writing before registering the change.

Dossier for Charter Capital Increase Registration

The dossier for notifying changes to enterprise registration contents comprises: the notice of changes to enterprise registration contents; resolutions/decisions of the Members’ Council (LLCs) or the General Meeting of Shareholders (joint stock companies) on the charter capital increase; the amended and supplemented company charter; the list of members/shareholders after the capital increase; and legal documents of new members or shareholders (if newly admitted). The dossier is submitted to the business registration authority where the enterprise’s head office is located.

Risks to Note

1. Late capital contribution: members and shareholders must fully contribute their committed capital within the time limit set by the charter and the law; upon expiry without full contribution, charter capital must be adjusted downward accordingly and the violating member bears responsibility.

2. Valuation of contributed assets: where capital is contributed in assets (other than Vietnamese dong, freely convertible foreign currencies, or gold), the assets must be valued by agreement or by a valuation organization; incorrect valuation may lead to disputes and compensation liability.

3. Preemptive rights of existing members/shareholders: when increasing capital by admitting new persons, the preemptive right of existing members/shareholders to contribute additional capital in proportion to ownership must be respected, unless the charter provides otherwise.

4. Tax obligations: transfers of capital contributions or shares in connection with a capital increase may give rise to personal/corporate income tax obligations that must be fully declared.

ANT Legal’s Services

We advise on suitable capital increase plans, draft all resolutions, decisions, amended charters, and change registration dossiers; represent clients in dossier submission and result follow-up; and review related tax and compliance obligations so enterprises can be assured after the procedure is completed.

Need to increase charter capital, admit new members/shareholders, or change enterprise registration contents? Please contact ANT Legal’s lawyers via Hotline/Zalo 0966.475.966 for case-specific consultation.