Contents
I. Cases of charter capital reduction
– In accordance with Decision of General Meeting of Shareholders (GMS), company returns the capital contributions to shareholders in proportion to their holdings (if the company has operated for at least 02 consecutive years from the date of business registration and has ability to fully pay its debts and fulfill its duty after the return of capital).
– The company repurchases the sold share.
– The charter capital is not contributed fully and punctually by shareholders.
II. Procedures of reducing charter capital
1. Register for changing the business registration information
Step 1: Submit applications for charter reduction to Business Registration Office – Department of Investment and Planning where the enterprise’s headquarter is located or submit online on National Registration Portal via: https://dangkykinhdoanh.gov.vn
Step 2: Within 03 working days from the receipt of valid documents, the Business Registration Office shall give the receipt slip, check the validity of received documents and grant the business registration certification for the enterprise.
2. Application for investment project adjustment
Step 1: Submit dossiers for investment project adjustment to the Department of Foreign Economic Affairs – Department of Planning and Investment where the enterprise’s headquarter is located.
Step 2: Within 10 days from the receipt of valid documents, the Department of Foreign Economic Affairs shall issue a new Investment Registration Certificate to investors..
Note:
– The company shall has ability to fully pay its debt and fulfill its duty after the charter capital reduction.
– In some cases, the authority shall inspect to ensure the charter capital reduction of the enterprise is valid.
III. Dossiers
Dossiers for register for changing the business registration information
Dossier shall comprise following documents:
– Notification of the business registration information change which is signed by the legal representative;
– The meeting minute of GMS on change in charter capital;
– The decision of GMS on change in charter capital;
– The list of foreign investors (if there is any change in the foreign investors);
– The certified copy of Investment Registration Certificate;
– The commitment to fully pay the unpaid debt and fulfill financial obligations of the enterprise after the charter capital reduction.
Dossiers for investment project adjustment
Dossier shall comprise following documents:
– Applications for investment project adjustment;
– Report on investment project’s progress by the time of the adjustment;
– The meeting minute of GMS about investment project adjustment;
– The decision of GMS about investment project adjustment;
– Financial report within the last 2 years;
– Enterprise registration certificate (original);
IV. Fees
According to Circular 47/2019/TT-BTC, the fee for publishing the enterprise registration information is: 100.000 VNĐ per turn
To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to procedures of charter capital reduction of Joint Stock Company (which has foreign investment).
Contact us
- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.