DOCUMENTS, PROCEDURES FOR REGISTRATION OF CHANGES IN CHARTER CAPITAL, CONTRIBUTED CAPITAL, CAPITAL CONTRIBUTED RATIO DOCUMENT COMPONENTS Enterprises prepare […]
DOCUMENTS, ORDER, CHANGE REGISTRATION PROCEDURES
CHARTER CAPITAL, CAPITAL CONTRIBUTION, CAPITAL CONTRIBUTION RATIO
The enterprise prepares 01 set of documents according to the provisions of Enterprise Law No. 59/2020/QH14 dated June 17, 2020; Article 51 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government, the form is prescribed in Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, specifically:
| I | In case a limited liability company, joint stock company, or partnership registers to change charter capital: | |
| 1 | Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 |
| 2 | Resolution/decision and meeting minutes on changing charter capital
(Reference form of the Business Registration Office) |
|
| – | For one-member limited liability company: resolution/decision of the owner | Decision to change LLC |
| – | For limited liability companies with two or more members, partnerships: resolution/decision and copy of meeting minutes of the Board of Members | Minutes of changes to LLC-2TV LLC |
| – | For joint stock companies: Resolution/decision and copy of meeting minutes of the General Meeting of Shareholders
|
Minutes-of-changes of the General Meeting of Shareholders |
| 3 | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| II | In case the company registers to change the capital contribution, the capital contribution ratio of members of a limited liability company with two or more members, of general partners of a partnership: | |
| 1 | Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 |
| 2 | List of members of limited liability companies with two or more members; List of members of the partnership, which does not include the declaration of capital contributing members. The lists must include the signatures of members whose capital contributions are changing; it is not required to have the signatures of members whose capital contributions are unchanged; | Appendix I-6 |
| 3 | Transfer contract or documents proving transfer completion in case of capital contribution transfer; Donation contract in case of donation of capital contribution; | |
| 4 | Document of the Investment Registration Authority approving capital contribution, stock purchase, capital contribution purchase by foreign investors, economic organizations with foreign investment capital in cases where capital contribution registration procedures, stock purchase, capital contribution purchase must be carried out according to the provisions of the Investment Law. | |
| III | In case the General Meeting of Shareholders approves the offering of shares to increase charter capital, and at the same time assigns the Board of Directors to carry out procedures for registering an increase in charter capital after the end of each share sale | |
| Notification of change in business registration content signed by the legal representative of the business according to form Appendix II-1 Circular No. 01/2021/TT-BKHDT | Appendix II-1 | |
| Resolution and copy of the minutes of the General Meeting of Shareholders on the offering of shares to increase charter capital, clearly stating the number of shares offered and assigning the Board of Directors to carry out procedures for registering an increase in charter capital after the end of each share sale; | Minutes-of-changes of the General Meeting of Shareholders | |
| Resolutions, decisions and copies of meeting minutes of the Board of Directors of the joint stock company on registration to increase the company's charter capital after the end of each share sale. | Minutes of change of the board of directors | |
| 4 | In case of reducing charter capital, the enterprise must commit to ensuring full payment of debts and other property obligations after reducing capital. In case a limited liability company with two or more members reduces its charter capital according to the provisions of Points a and b, Clause 3, Article 68 of the Law on Enterprises, the registration dossier to reduce charter capital must be accompanied by a financial report closest to the time of decision to reduce charter capital. |
* Individual legal documents (specified in Article 11 of Decree No. 01/2021/ND-CP):
– Vietnamese citizens: Identity card/Citizen identification card., valid passport
– Foreigners: Valid passport
* Documents in foreign languages must be accompanied by notarized Vietnamese translations (stipulated in Article 10 of Decree No. 01/2021/ND-CP)
* In case the person competent to sign the document requesting business registration authorizes another organization or individual to carry out business registration procedures (stipulated in Article 12 of Decree No. 01/2021/ND-CP), the application must be submitted with:
– Copy of legal documents of the individual authorized person
– Authorization document for an individual to carry out procedures related to business registration (notarization or authentication is not required).
– Copy of the service provision contract with the service organization performing procedures related to business registration.
– Referral letter from that organization to the individual directly carrying out procedures related to business registration and a copy of the individual's legal documents for the referred person.
Step 1: Prepare documents according to regulations
Step 2: Submit application
* To effectively apply the Government's regulations on carrying out administrative procedures in the electronic environment in Decree No. 45/2020/ND-CP dated April 8, 2020, as well as create further conditions for people and businesses, increase transparency in handling administrative procedures, save costs and time for both people, businesses and business registration agencies, the Registration Office Business encourages people and businesses to carry out business registration procedures in the electronic network environment.
– Submitting documents online: Competent person or authorized person uses Public Digital Signature or Business Registration Account to register a business electronically (stipulated in Article 42 of Decree No. 01/2021/ND-CP).
See instructions and follow instructions https://dangkyquamang.dkkd.gov.vn/
– When receiving dossiers, the Business Registration Office is responsible for reviewing and sending notices via electronic network to the enterprise to request amendments and supplements to the dossiers in case the dossiers are not valid. When the application is eligible for issuance of a Business Registration Certificate, the Business Registration Office notifies the enterprise electronically about the issuance of a Business Registration Certificate.
Step 3: Get results
After receiving notice of issuance of the Business Registration Certificate via electronic network, the business founder or authorized person receives the results.
– In case of receiving results directly: Competent person or authorized person receives results at the Department of receiving documents and returning business registration results at Hai Phong Department of Finance, No. 1 Dinh Tien Hoang, Minh Khai ward, Hong Bang district.
(When coming to receive results, the business founder or authorized person brings personal legal documents or notarized copies of personal legal documents)
– In case of receiving results via public postal service: To receive results via public postal service, the applicant must attach a Request to receive results via public postal service when submitting the application electronically. The Business Registration Office will return the results to the recipient at the address stated in the Request to Receive Results via Public Postal Service.
* Fees:
Electronic registration documents are exempt from fees according to regulations in Circular No. 130/2017/TT-BTC of the Ministry of Finance
Procedures
