Procedures for increasing charter capital for foreign invested companies

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 wondering about the procedure for increasing charter capital for foreign-invested companies, please refer to this article.

Documents and procedures for increasing charter capital of foreign invested companies 

Foreign-invested companies and enterprises are quite popular in today’s economy. Accordingly, foreign companies are also understood as foreign investors, including individuals and organizations that invest and organize business activities in Vietnam. 

This type is more complicated than a 100% Vietnamese-owned enterprise, so legal procedures related to foreign-invested companies are also stricter. 

If Vietnamese enterprises only need one step to increase their charter capital, foreign-invested companies need to take the following steps:

1. Step 1: Procedure for online declaration of investment project information

• Access the National Investment Information Portal;
• Select “Declare online” to declare information;
• Fill in all information in the sections “Profile information”, “Investor information”, “Business information”, “Project information”;
• Select “Complete” to submit your application or “Re-enter” if you want to re-declare.

Note : After completing the online application steps, you will receive the message “Business has successfully registered” and a registration code used to track the application processing status.

2. Step 2: Submit a paper file of investment project information

Within 15 days from the date of valid online declaration, you print and submit the application to the competent authority.

Note : Depending on the province, city and agency receiving the application, you can skip this step. 

3. Step 3: Procedures for adjusting investment certificate (total project implementation capital)

In case the total capital for project implementation of the company 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 capital for project implementation so that the total capital must be greater than or equal to the charter capital after the increase.

Note : The content of the explanation includes financial capacity and investment capital to ensure capital increase; investors can prove it with accompanying documents such as:

• Financial statements (for investors who are legal entities);
• Financial statements certified by independent auditors (for companies with foreign capital of over 50%);
• Confirmation of bank account balance (for investors who are individuals 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 : 

Depending on the project, the agency receiving and processing the application will be different. Currently, there are 2 competent agencies to handle applications for increasing charter capital for foreign-invested enterprises: 

• The management boards of industrial parks, export processing zones, high-tech zones, economic zones, etc. will receive documents related to investment projects in those zones;
• The Foreign Investment Department under the Department of Planning and Investment will receive the remaining cases. 

Processing time : 10 working days

4. Step 4: Procedures for increasing charter capital of a company with foreign investment

Competent authority: Business Registration Office of the Department of Planning and Investment.

Processing time: 3 working days

Notes when changing charter capital for foreign invested companies 

After completing the procedures to change the charter capital of a foreign-invested enterprise, depending on the specific case of each project, you need to pay attention to completing the following legal procedures:

1. Submit the business license fee declaration before December 31 of that year;

2. Pay additional portion of increased business license tax (if the business license fee level to be paid changes);

3. For projects with regulations on deposit levels from 1% – 3% of the total investment capital of the project, after completing procedures to increase charter capital, procedures must be carried out to adjust the deposit level;

4. For projects that have an investment policy decision, if the total investment capital increases by 20% or more, leading to a change in the scale of the investment project, it is necessary to apply for an adjustment to the investment policy. 

5. In case investors do not contribute the full committed capital, within 30 days (from the capital contribution deadline), they must carry out procedures to reduce the charter capital;

6. In cases of reducing charter capital, foreign invested companies must ensure 2 conditions: 

• Must be in continuous operation for 2 years;
• Must fulfill financial obligations, debts… to customers and partners.

In other words, during the process of increasing charter capital for foreign-invested enterprises, if the change affects any related decisions or licenses, it is necessary to carry out procedures to adjust those decisions and licenses. 

See also:

 Procedures for adjusting investment certificates

 Investment certificate adjustment service

Some questions about increasing charter capital of foreign invested companies

Call us at  0978 578 866 (North) , 033 9962 333 (Central) or 033 9962 333 (South) for support.