Capital Increase Procedure for Foreign-Invested Companies: What Needs to Be Prepared?
Increasing charter capital is a crucial step in the development of any business, especially for companies with foreign investment. However, this process requires strict compliance with Vietnam's prevailing legal regulations. This article provides a detailed guide on the procedures for increasing capital in foreign-invested companies in Vietnam.
1. Does a Capital Increase Require Amending the Investment Registration Certificate?
According to Article 40 of the Law on Investment 2020, the Investment Registration Certificate (IRC) includes details of the project's total investment capital, comprising both the investor’s contributed capital and mobilized capital. Therefore, when a foreign-invested company increases its capital, this change must be reflected in the IRC. As such, the company must first carry out procedures to amend the IRC to reflect this adjustment.
2. Procedures for Amending the Investment Registration Certificate
a. For Projects Subject to Investment Policy Approval
Under Clause 1, Article 35 of Decree No. 31/2021/ND-CP, for projects subject to investment policy approval, the investment registration authority will amend the IRC within five (05) working days from the date of receiving the decision approving the adjustment.
b. For Projects Not Subject to Investment Policy Approval
According to Clause 2, Article 47 of Decree No. 31/2021/ND-CP, for projects not requiring investment policy approval, the investor must submit one set of adjustment documents to the investment registration authority. The authority will amend the IRC within ten (10) working days from the date a valid application is received.
3. Online Procedure for Amending the Investment Registration Certificate
Pursuant to Article 40 of Decree No. 31/2021/ND-CP, investors may carry out the IRC amendment procedure online via the National Investment Information System. The process includes:
Logging in or registering an account on the system;
Declaring required information and uploading necessary electronic documents;
Submitting the application and receiving a confirmation receipt;
The investment registration authority processes the application within the prescribed timeframe.
4. Procedure for Increasing Capital in a Foreign-Invested Company
When increasing charter capital, a foreign-invested company must complete the following steps:
Declare project information online via the National Investment Information System;
Amend the Investment Registration Certificate to reflect the updated capital;
Carry out enterprise registration changes at the Business Registration Office where the company’s head office is located.
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