Understanding ‘charter capital’
Charter capital of a Single-member Limited Liability Company means the total value of assets contributed or committed to be contributed by the owner upon establishment of the company.
Charter capital of an enterprise is formed by various assets contributed as capital by its owner, such as money, property rights, intellectual property rights, etc.
Clause 29 Article 4 of the 2014 Law on Enterprises
Cases of charter capital increase
The company’s owner contributes additional capital.
Capital mobilization from others.
In this case, the company must be converted into a Multiple-member Limited Liability Company or a Joint Stock Company.
Article 87 of the 2014 Law on Enterprises
Cases of charter capital decrease
Returning part of the contributed capital in the company’s charter capital if:
the company’s business operations have been carried out continuously for more than 2 years from the date of enterprise registration; and
- all debts and other property obligations are ensured to be paid in full after returning part of the contributed capital to the owner.
Owner of the single-member limited liability company fails to make sufficient charter capital contribution within 90 days after being granted an Enterprise Registration Certificate.
In this instant, the owner must register for adjustment of charter capital to be the same as the amount of actual contributed capital within 30 days from the last day the charter capital was due to be contributed in full.
The owner will be held liable (in proportion to the committed capital contribution) for the company’s financial obligations that arise before registering for a change in charter capital.
Article 74 and 87 of the 2014 Law on Enterprises
Procedures of charter capital modification
Modifying charter capital means also adjusting the contents of the Enterprise Registration Certificate. Owner of the single-member limited liability company will decide on the method(s) as well as how much to increase/decrease the charter capital.
The company’s legal representative is liable for registering content modification (regarding charter capital) of the Enterprise Registration Certificate within 10 working days when there are any changes.
After adjusting the charter capital, this information must be posted on the National Business Registration Portal.
Change of charter capital may lead to change of license tax rate; the company is obliged to redeclare and resubmit the license tax declaration to relevant tax authorities.
If increasing charter capital also causes the license tax rate to change, the company must prepare and submit license tax declaration for the next year.
In this case, the deadline for license tax declaration is not clearly stipulated in current regulations, though previously prescribed by past provisions to be December 31st of the year of charter capital increase. However, tax authorities still apply said milestone while waiting for specific regulations and guidelines from competent authorities.
Clause 2 Article 6 of Decree 139/2016/ND-CP
Dossier of registration for charter capital modification
To view the contents of an application dossier for charter capital modification is quite plenty.
Should investors wish to have PLF represent in implementing all procedures to increase/decrease charter capital, they only need to provide:
- The owner’s decision on the increase/decrease of charter capital;
- The company’s latest financial statements, closest to the time of decision of charter capital decrease;
- Information of the applicant;
- The original or notarized copy of the Enterprise Registration Certificate.
In case where foreign investors contribute capital to a Single-member Limited Liability Company in Vietnam, in addition to the listed documents, a written approval from the Department of Planning and Investment on capital contribution made by foreign investors must also be obtained.
Clause 2 Article 44 of Decree 78/2015/ND-CP
