Application for registering to change the charter capital of a limited liability company

Registering to change the charter capital of a limited liability company is an important legal procedure in the operation of an enterprise. This directly affects the financial structure and operating ability of the company, whether it is a 1-member LLC or 2 or more members. Long Phan, with in-depth legal experience, will support customers to comply with regulations and avoid legal risks when changing charter capital. The article below will provide detailed instructions on the documents that need to be prepared.

Cases where a limited liability company changes its charter capital

The case of a limited liability company (LLC) changing its charter capital is an important issue in its business operations. This change can take place in two directions: increasing capital or reducing capital, and must strictly comply with the provisions of law as well as the company charter.

Increase charter capital

Increasing charter capital is the process of adjusting the capital amount recorded in the Company Charter of an enterprise. This is the minimum amount of capital that members or shareholders commit to contributing to the company and is used to ensure the company’s financial capacity and legal responsibilities. Increasing charter capital can occur in cases such as expanding business activities, investing in new projects, or improving the company’s financial capacity.

According to the provisions of Clause 1 and Clause 2, Article 87 of the Law on Enterprises 2020, a one-member LLC can increase capital by the owner investing more or mobilizing capital contributions from outside. However, when mobilizing additional capital contributions from others, the company must organize management in the form of a limited liability company with two or more members or a joint stock company.

Article 68 of the Law on Enterprises 2020 stipulates that LLCs with two or more members can increase capital through existing members contributing additional capital or receiving capital contributions from new members. When increasing capital contribution, the additional capital is usually divided according to the ratio of members’ existing capital contributions in the company’s charter capital. Members can transfer capital contribution rights to others.

Reduce charter capital

Reducing charter capital is the process of adjusting the amount of capital recorded in the Company Charter of an enterprise. This process often takes place in cases such as financial restructuring, minimizing losses, or improving the debt/capital ratio. Reducing charter capital can help the company adjust its financial structure, improve solvency, and make the business more flexible in financial management.

For one-member limited liability companies, reducing charter capital is prescribed in Clause 3, Article 87 of the Law on Enterprises 2020. Charter capital can be reduced by the following methods:

• Firstly, refund a portion of capital contribution to the company owner if the company has operated continuously for 2 years or more from the date of business registration and ensures full payment of all debts and obligations. other assets after returning the capital contribution to the company owner;
• Second, the charter capital is not paid in full and on time by the company owner according to the law.

As for two-member limited liability companies, this can be done in some specific cases specified in Article 87 of the Law on Enterprises 2020:

• First, the company can return a portion of capital contribution to members according to the capital contribution ratio, provided that the company has been in continuous business operation for 2 years or more.
• Second, the company can buy back members’ capital contributions.
• Third, in case the charter capital is not contributed in full and on time by the members as committed, the company can adjust and reduce the charter capital accordingly.

Application for registration of change in charter capital

One member LLC

Pursuant to the provisions of Clause 1, Article 51 of Decree 01/2021/ND-CP dated January 4, 2021, the registration dossier to change the charter capital of a one-member LLC includes:

• Notice of change in business registration content (according to form Appendix II-1, Circular 01/2021/TT-BKHDT);
• Decision of the company owner on changing charter capital;
• Authorization document for representative to carry out procedures (if any);
• Copy of legal documents of the authorized person.

Download the form for notification of changes in business registration content: Here

LLC with two or more members

Registration dossier to change charter capital of a two-member limited liability company as prescribed in Article 51 of Decree 01/2021/ND-CP includes:

• Notice of change in business registration content (according to form Appendix II-1, Circular 01/2021/TT-BKHDT);
• List of company members (according to form Appendix I-6, Circular 01/2021/TT-BKHDT) if the capital contribution ratio is changed;
• Resolutions and decisions of the Board of Members on changing charter capital;
• Minutes of meetings of the Board of members;
• Financial statements closest to the time of capital reduction decision (in case of capital reduction);
• Written approval from the Department of Planning and Investment (for foreign investors);
• Authorization document and copy of legal documents of the authorized person (if any).

Download the form for notification of changes in business registration content: Here

Download the list of company members template: Here

Procedures for registering to change the charter capital of a limited liability company

When there is a change in the charter capital of a limited liability company, the enterprise is responsible for registering a change in the content of the Business Registration Certificate within 10 days from the date of change. The process of registering a change in charter capital of a limited company is carried out according to the following steps:

Step 1: Prepare change registration documents

Depending on the type of limited liability company, businesses need to prepare documents including papers and documents as stated in section 2.

Step 2: Submit application

The person carrying out the procedure to register a change in charter capital can submit the application directly to the Business Registration Office under the Department of Planning and Investment where the company’s headquarters is located. You can also apply online at https://dangkyquamang.dkkd.gov.vn/.

Step 3: Get results

In case the registration dossier to change the limited company’s charter capital is valid, within 3 working days from the date of receiving complete and valid dossiers, the enterprise will be issued a new Business Registration Certificate.

Step 4: Announce the business registration content

After being granted a new Business Registration Certificate, the enterprise carries out public notification procedures on the National Business Registration Portal.

Legal basis: Article 30 of the Law on Enterprises 2020.

Support service for registering to change the charter capital

The procedure for registering to change the charter capital of a limited liability company is an important legal procedure when there is a change in charter capital during the operation process. However, many businesses have difficulty implementing the procedure. Therefore, your business can refer to the support service for registering changes in charter capital provided by Long Phan’s team of experienced experts. Services include:

• Consulting on the process of registering to change the charter capital of a limited liability company, legal requirements, and the impact of changes on the company’s capital structure and operations.
• Prepare and draft necessary documents according to regulations;
• Representative of the enterprise to carry out procedures at the competent state agency;
• Implement procedures to update information about new charter capital on the business registration system and relevant agencies.
• Implement notification of changes in charter capital to tax authorities and other management agencies.

Using Long Phan’s professional support services helps businesses save time and resources while ensuring complete and accurate records and avoiding errors during procedures.

The registering to change the charter capital of a limited liability company is an important administrative procedure. To ensure compliance with the process and avoid legal risks, customers can consider using professional support services in changing the charter capital of Long Phan LLC. Please contact hotline 0906735386 immediately for quick and effective advice and support.