Dossier and Procedures for Increasing Charter Capital of a Foreign-Invested Company

13 February, 2026 9 Views

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In the context of rapid globalization and increasingly fierce competition, increasing the charter capital of a foreign-invested company is an important step in expanding the scale of operations and enhancing financial capacity. However, this procedure requires the enterprise to strictly comply with Vietnamese legal regulations. From declaring information on the national system, completing the investment project amendment dossier, to submitting the charter capital increase dossier, each step demands thorough preparation and full adherence to regulations. The following article provides a detailed and effective guide on the dossier and procedures for increasing charter capital for foreign-invested enterprises.

Conditions for Increasing Charter Capital

Dossier and Procedures for Increasing Charter Capital of a Foreign-Invested Company

The charter capital of a foreign-invested company is recorded not only on the Enterprise Registration Certificate but also on the Investment Registration Certificate. Therefore, when increasing charter capital, the enterprise must simultaneously amend both the Investment Registration Certificate and the Enterprise Registration Certificate.

Foreign-invested companies may increase charter capital from investors in two ways:

Increase capital contribution from existing investors in the company;
Receive capital contribution from new investors.

Procedure for Amending the Investment Registration Certificate (Direct Method)

Depending on the nature of the project, the procedure for amending the Investment Registration Certificate under the direct method has certain differences:

1. For projects subject to investment policy approval:

The Investment Registration Authority shall amend the Certificate within 5 working days from receipt of the Decision approving the investment policy.

2. For projects not subject to investment policy approval:

The investor submits one set of dossier to the Investment Registration Authority, including documents such as application for amendment, report on project implementation status, investor’s decision on amendment, and related documents.
Within 10 days from receipt of a complete and valid dossier, the Investment Registration Authority shall amend the Certificate.

Procedure for Amending the Investment Registration Certificate (Online Method)

In addition to the direct method, investors may also choose to amend the Investment Registration Certificate through the National Investment Information System. Depending on the use of a digital signature, the procedure for increasing investment capital of a foreign company has the following differences:

1. Where the investor uses a digital signature:

Log in, declare information, and submit the dossier online on the System.
The Investment Registration Authority shall amend the Certificate within 15 days from receipt of a complete and valid dossier.

2. Where the investor does not use a digital signature:

Log in, declare information, and submit the dossier online on the System.
The Investment Registration Authority shall notify the validity of the dossier.
Within 30 days from receipt of the notice, the investor submits one set of paper dossier for verification.
The Investment Registration Authority amends the Certificate within 15 days from receipt of a complete and valid dossier.

Steps to Carry Out the Procedure for Increasing Charter Capital

Step 1: Declaration of Investment Project Amendment Information on the National Portal

Before submitting the dossier, the enterprise must declare investment project amendment information on the National Investment Portal at: https://vietnaminvest.gov.vn/SitePages/home.aspx

The system requires the enterprise to perform the following steps:
– Access the portal and select “Online Dossier Declaration.”
– Fully declare information about the project, investor, and enterprise.
– Submit the dossier and receive a registration code to track processing status.

Step 2: Completion of Investment Capital Increase Procedure for the Project

If the actual project capital is less than or equal to the charter capital, the enterprise must increase investment capital before increasing charter capital. The dossier includes:
– Application for amendment of investment project.
– Amended or supplemented company charter.
– Copy of Investment Registration Certificate or investment license.
– Explanatory report on reasons for amendment: Explanation of financial capacity and investment capital sources ensuring the capital increase.
– Supporting documents: Financial statements, project implementation status.

The dossier shall be submitted to: Department of Planning and Investment where the enterprise has its principal office or to the Management Board of Industrial Zones/Export Processing Zones (as the case may be).

Step 3: Amendment of Investment Registration Certificate

After completing the investment capital increase procedure, the enterprise must amend the investment registration certificate. The dossier includes:
– Application for amendment of investment project.
– Report on actual project implementation status up to the date of amendment.
– Investor’s decision on amendment of the project (for organizational investors).
– Documents proving legal status and financial capacity of the investor.
– Notarized copy of land use right certificate or related documents (if any).

The processing time for the amendment dossier is 10 to 15 working days from receipt of a complete and valid dossier.

Step 4: Submission of Charter Capital Increase Dossier

After completing the above steps, the enterprise must submit the charter capital increase dossier to the Business Registration Office under the Department of Planning and Investment where its principal office is located.

The charter capital increase dossier includes:
– Notice of amendment of enterprise registration contents bearing the lawful signature of the legal representative.
– Resolution/decision of the owner (for single-member limited liability companies).
– Minutes of meeting and decision of the Members’ Council or General Meeting of Shareholders (for multi-member limited liability companies, partnerships, and joint-stock companies).

Processing time is usually within 3 working days from receipt of a complete and valid dossier.

Key Notes When Increasing Charter Capital

– Deposit: Perform deposit if required, with the deposit level ranging from 1% to 3% of total investment capital.
– Amendment of investment policy: If investment capital increases by 20% or more, amendment of investment policy is required.
– Submit business license tax declaration before December 31 of the year of the capital increase procedure.
– Perform capital reduction procedure within 30 days if the committed capital is not fully contributed.
– Ensure continuous operation for 2 years and completion of financial obligations when reducing capital.

Investment Consultation Services for Foreign Investors at BKC Law

At BKC Law, we provide professional investment consultation services for foreign investors, offering comprehensive support from market research, selection of suitable investment sectors, to completion of all legal procedures. With an experienced team of lawyers, BKC Law is committed to delivering optimal solutions that ensure full compliance with Vietnamese law while maximizing investment efficiency for clients. We accompany investors at every stage—from enterprise establishment, investment licensing, to capital expansion and project implementation activities.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City