The article will summarize all the procedures and documents that need to be prepared to complete the procedure for increasing charter capital for foreign-invested companies. If you are still wondering about the procedure for increasing charter capital for foreign-invested companies, please refer to the article to fully understand this process.
I/ Legal Basis
- Investment Law 2014;
- Enterprise Law 2014;
- Decree 118/2015-ND/CP detailing and guiding the implementation of a number of articles of the Investment Law
- Documents and Procedures for Increasing Charter Capital for Foreign Invested Companies
- Step 1: Procedure for online declaration of investment project information
According to Clause 1, Article 23 of Decree 118/2015-ND-CP, before carrying out the procedure for adjusting the Investment Certificate, the investor must carry out the procedure for online declaration of information about the investment project on the National Information System on Foreign Investment.
The procedure is as follows:
– Access: https://dautunuocngoai.gov.vn/fdi
– Click on “ Declare online profile ” to declare information;
– Fill in all information in the “ Profile Information ” section to declare the applicant’s information;
– After completing the declaration, click the button to continue declaring “ Investor information ”, “Business information ”;
– Declare “ Project information ”;
– Click “ Complete ” to submit the application or “ Re-enter ” if you want to re-declare;
– After successful registration, a message will be displayed that the Business has successfully registered;
After completing the online declaration procedure as above, within 15 days from the declaration date, the enterprise shall submit the paper application to the competent Authority.
Note: When completing the online application declaration step, the enterprise will receive a registration code. The enterprise can track the application processing status through this registration code.
II/ Step 2: Procedures for adjusting total project implementation capital
In case the company’s project implementation capital is equal to the registered charter capital, before carrying out the procedure to increase the charter capital, the company must carry out the procedure to adjust the total project implementation capital so that the total capital must be greater than or equal to the charter capital after the increase.
Documents to be prepared include:
- Document requesting adjustment of investment project;
- Certified copy of Investment Certificate or Investment License;
- Amendments and supplements to the enterprise’s Charter;
- Explanation of the reason for adjustment. Including explanation of financial capacity and investment capital to ensure capital increase; investors can prove it with attached documents such as:
- Financial statements (for investors who are legal entities) (For companies with foreign ownership of more than 50%, financial statements must be certified by an independent auditor.)
- Confirmation of bank account balance (for individual investors or newly established legal entities).
- Report on the implementation status of investment projects up to the time of adjustment;
- Investor’s decision on investment capital adjustment;
Competent authority to resolve : Foreign Investment Department, Department of Planning and Investment or Management Board of industrial park, export processing zone where the project is implemented.
Processing time : 10 working days
- Step 3: Procedures for increasing the company’s charter capital
After completing Step 2 (Procedure for adjusting total project capital), the company proceeds with the procedure for increasing charter capital as follows:
Documents to be prepared include:
- Notice of change in business registration content (Form II-1, Appendix in Circular 20/2015/TT-BKHĐT)
- Minutes of the meeting of the board of members (for LLCs with 2 or more members)/ Minutes of the meeting of the General Meeting of Shareholders (for joint stock companies) in the company on capital increase
- Decision of company owner/member/shareholder in the company on capital increase
- Certificate of investment registration (certified copy)
- Business registration certificate (Certified copy)
- Authorization letter for representative to carry out procedures
- Identity card of the representative performing the procedure (Certified copy)
Competent authority: Business Registration Office
Processing time: 03 working days
III/ Notes When Carrying Out Procedures for Increasing Charter Capital for Foreign Invested Companies
In case of changing the charter capital of an enterprise which results in a change in the annual business license tax, the enterprise must submit a business license fee declaration before December 31 of that year; at the same time, it must pay the additional increased business license tax.