Procedures for Registering a Charter Capital Change of a Single-Member LLC

Short answer: An LLC (single-member or with two or more members) may register a change in charter capital when increasing capital (additional contributions, admitting new members) or decreasing capital (returning capital, repurchasing contributed capital, adjusting to actually contributed capital). The procedure: (1) the owner/Members’ Council adopts the capital change; (2) make the contribution/transfer; (3) register the change with the Business Registration Office within the statutory time limit. Conditions for decreasing capital: the company has operated for 02 years or more and ensures full payment of debts after the decrease. Legal basis: the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree No. 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — provisions on increasing and decreasing the charter capital of LLCs;
• Decree No. 168/2025/ND-CP on enterprise registration — the dossier for registering a change in charter capital.

Cases of charter capital change in LLCs

1. Increasing charter capital

• Members make additional contributions;
• Admitting new members (a single-member LLC admitting additional members → converts into an LLC with two or more members);
• Increasing capital from owner’s equity sources (retained earnings…).

2. Decreasing charter capital

• Returning part of the contributed capital to members;
• The company repurchases members’ contributed capital;
• Adjusting the capital to the actually contributed amount (when contributions are not fully made after 90 days).

Conditions for decreasing charter capital

• The company has operated continuously for 02 years or more (for capital returns);
• After the decrease, it still ensures full payment of debts and other asset obligations;
• The capital decrease is adopted by the owner/Members’ Council;
• The post-decrease charter capital is not lower than the statutory capital (if operating in fields requiring statutory capital).

Procedures for registering a charter capital change

Step 1. Adopt the capital change decision

The decision clearly states: the charter capital after the change; the form of increase/decrease; the contributing/return-receiving parties; the implementation time limit; the debt-payment assurance plan (when decreasing capital).

Step 2. Implement the change in practice

• Increasing capital: members contribute capital (bank transfer, documented assets);
• Decreasing capital: the company returns capital/repurchases contributed capital under the decision;
• Admitting new members: capital contribution/transfer contracts.

Step 3. Register the change

• A notice of change in charter capital in the prescribed form;
• Accompanied by the decision and meeting minutes; the member list after the change;
• Submitted to the Business Registration Office within the statutory time limit; the processing time limit is 03 working days.

Notes on tax and liability

• Increasing/decreasing capital does not give rise to CIT from the capital transaction itself;
• Loan interest corresponding to the shortfall in charter capital is not deductible for CIT purposes;
• Transfer of contributed capital: the individual transferor pays personal income tax;
• Note: the business license fee was abolished from 01/01/2026.

Frequently asked questions

How can a single-member LLC increase its capital?

The owner contributes additional capital; if new members are admitted, the company simultaneously converts into an LLC with two or more members.

Must creditors be notified of a capital decrease?

The law requires ensuring full payment of debts after the decrease; the company should proactively notify and agree with major creditors to avoid complaints.

Is late registration of a capital change penalized?

Administrative penalties for enterprise registration violations may apply.

Notes on applying current regulations

Changing charter capital directly affects the scope of members’ asset liability and the financial capacity shown to partners. Every capital change should be fully documented and registered promptly. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to note

• “Virtual” capital increases — declared but not actually contributed;
• Decreasing capital before 02 years of operation;
• Failure to ensure debt payment after the decrease;
• Late registration of the charter capital change.

How ANT Legal can help

ANT Legal advises on charter capital change plans for LLCs; drafts the dossier and carries out the change registration procedure; advises on related tax. For prompt advice, please contact a lawyer at 0966.475.966.

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• Procedures for registering a branch of a multi-member LLC
• Procedures for registering an RO of a multi-member LLC
• Procedures for registering a change of legal representative for LLCs and joint stock companies
• Comparing a multi-member LLC and a joint stock company