Sample resolution/decision on changing charter capital

Sample resolution/decision on changing charter capital help businesses carry out procedures to increase or decrease capital legally, ensuring compliance with legal regulations. Using the correct standard form helps the registration process take place quickly, limits errors, and creates favorable conditions for business activities and capital mobilization. At the same time, this is also an important legal basis when working with management agencies, partners, and banks.

The time to carry out procedures for notifying changes in the company’s charter capital

Clause 4 Article 28 of the Law on Enterprise 2020 regulations charter capital for the company is one of the contents of the business registration certificate.

Enterprises must register with the Business Registration Authority when changing the content of the Business Registration Certificate (including charter capital).

Enterprises are responsible for registering changes to the content of the Business Registration Certificate within 10 days from the date of the decision to change the company’s charter capital.

Documents notifying changes in charter capital

According to regulations in Decree 01/2021/ND-CP, registration dossiers to change business registration content submitted to the Business Registration Office where the company’s headquarters is located. The dossier includes the following documents:

1. Notice of change in business registration content signed by the legal representative of the enterprise Sample Appendix II-1;
2. In case a limited liability company, joint stock company, or partnership registers to change charter capital, the dossier includes:

• Resolutions and decisions to change the charter capital of the company owner for a one-member limited liability company;
• Resolutions, decisions and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and of the General Meeting of Shareholders for joint stock companies on changing charter capital;
• Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, economic organizations with foreign investment capital in cases where procedures for registration of capital contribution, share purchase, purchase of capital contribution must be carried out according to the provisions of the Law on Investment.

3. 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, additional documents are required:

• 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 for sale and assigning the Board of Directors to carry out procedures for registering an increase in charter capital after the end of each share sale.
• Resolutions, decisions and copies of meeting minutes of the Board of Directors of joint stock companies on registration to increase the company’s charter capital after the end of each share sale.

4. In case a limited liability company with two or more members reduces its charter capital according to Points a and b, Clause 3, Article 68 of the Law on Enterprises 2020, additional documents are required:

• Resolutions, decisions and copies of meeting minutes of the Board of Members on changes to charter capital.
• Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, economic organizations with foreign investment capital in cases where procedures for registration of capital contribution, share purchase, purchase of capital contribution must be carried out according to the provisions of the Law on Investment.
• Financial statements closest to the time of decision to reduce charter capital.

5. Authorization document for an individual to carry out procedures related to business registration in case of authorization for an individual to carry out procedures for notifying a change in charter capital (This authorization document is not required to be notarized or authenticated) and a copy of the authorized individual’s legal documents.
6. In case of authorizing an organization or unit providing postal services other than public postal services to carry out business registration procedures, the following documents are required:

• Copy of the service provision contract with the service organization performing procedures related to business registration.
• Letter of introduction from that organization to the individual directly carrying out procedures related to business registration.
• Copies of legal documents of the individual referred.

7. In case the enterprise authorizes a public postal service provider to carry out business registration procedures, when carrying out the business registration procedure, the postal employee must additionally submit a copy of the application form according to the form issued by the public postal service provider with the signature of the postal employee and the person authorized to sign the business registration request.

Note: In case a change in charter capital changes the list of members, list of shareholders, authorized representatives,…. Enterprises must declare additional corresponding forms, Appendix I-6 to Appendix I-10, issued with Circular 01/2021/TT-BKHDT.

Sample resolution/Decision on changing charter capital

Resolution/decision on changing charter capital of a standard company:

• Download the form of decision to change charter capital of a limited liability company with 2 or more members: HERE.
• Download the form of decision to change charter capital of a limited liability company: HERE.
• Download the form of decision to change the charter capital of a joint stock company: HERE.

Procedures for notifying changes in charter capital online

Pursuant to the provisions of Article 31 of the Law on Enterprise 2020, Article 51 of Decree 01/2021/ND-CP, notification procedure change charter capital online as follows:

Step 1: You visit the website of the National Information Portal on business registration at address https://dangkyquamang.dkkd.gov.vn.

Step 2: Log in to the system using your business registration account or VNEID.

Step 3: You select “PUBLIC SERVICES” => “REGISTER YOUR BUSINESS THROUGH ELECTRONIC NETWORK”

Step 4: You select “BUSINESS REGISTRATION” => Then select “Submit application using business registration account” => Next select “Register to change the content of business registration/affiliated units”.

Step 5: Enterprise fills in information about the enterprise/managing unit then selects the corresponding procedure (increase or decrease charter capital).

Step 6: Enterprise declares content and uploads prepared documents (scanned PDF file) to the system.

Step 7: Submit application. Within 5-15 minutes, the Business Registration Office will have a receipt sent to the email of the registered account.

Step 8: The Business Registration Office will check the documents and return the results within 3 working days from the date of receipt.

If the application is valid, the Business Registration Office will issue a business registration certificate to you.

In case the dossier is not valid, the Business Registration Office must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to amend or supplement information according to the content of the notice of change in business registration, it must be notified in writing to the enterprise and clearly state the reason.

You need to make amendments and supplements to the dossier as notified by the Business Registration Office within the prescribed time limit so that the dossier is not canceled.

Full service of changing business registration content at Long Phan Consulting Company

Long Phan Consulting Company provides a full service of changing business registration content, supporting businesses to complete procedures quickly and in accordance with the law. Service scope includes:

• Consulting before change: Assess the need for change, guide businesses to prepare information in accordance with legal regulations.
• Prepare documents: Draft all necessary documents as required by the Department of Planning and Investment, ensuring accuracy and validity.
• Authorized representative: Submit documents on behalf of the business, work with state agencies and handle arising requests.
• Monitor and process documents: Monitor the approval process, promptly supplement documents if requested by authorities.
• Receive results and hand over: Receive new business registration certificate and hand over to customers.
• Post-change support: Instructions for updating information with tax authorities, banks and related units to ensure businesses operate normally.

With a team of experienced experts, Long Phan Consulting Company is committed to providing fast, comprehensive services, saving time and costs, helping businesses complete procedures smoothly.

Some frequently asked questions

Below are some of our answers to frequently asked questions related to changing charter capital, please refer to:

What forms of charter capital change require resolutions, decisions and meeting minutes?

Forms such as limited liability companies with two or more members, partnerships, and joint stock companies.

In case there is a foreign investor contributing capital, what additional documents are required?

Need a document from the Investment Registration Authority approving capital contribution, share purchase, or capital contribution purchase.

When applying to change charter capital, do I need to submit a financial report?

In case a limited liability company with two or more members reduces its charter capital, it is necessary to submit the most recent financial report.

Does the authorization document for the person carrying out the procedure to change charter capital need to be notarized or authenticated?

This authorization document is not required to be notarized or authenticated.

When changing charter capital, does the company seal change?

Changing the charter capital is not required to change the company seal.

In case the documents are invalid, what should businesses do?

Enterprises need to make amendments and supplements to documents according to the notice of the Business Registration Office.

Conclude

The sample resolution/decision on changing charter capital helps businesses complete legal procedures quickly, ensuring transparency and validity when increasing or decreasing capital. Using the correct form helps limit errors, facilitates the process of registering with state agencies and working with partners and banks. Long Phan Consulting Company supports drafting and processing comprehensive documents. Contact the hotline 0906735386 for detailed advice.