Regulations on changing the charter capital of enterprises in a partnership company

1. In case a partnership can change its charter capital

A partnership can increase its charter capital. through the possibility of accepting additional general partners or capital contributing members (the admission of new members of the company must be approved by the Board of Members).

A partnership can reduce its charter capital. by expelling a capital contributor from the company and terminating the partnership membership. Specifically as follows:

- In case a capital contributing member fails to contribute the committed capital in full and on time, the uncontributed capital shall be considered as that member's debt to the company; the relevant capital contributing member may be expelled from the company according to the decision of the Board of Members.

- A general partner's status is terminated in the following cases:

+ Voluntary withdrawal of capital from the company.

+ Death, disappearance, limited or loss of civil capacity, difficulty in cognition and behavior control.

+ Being expelled from the company in the cases specified in Clause 3, Article 185 of the Enterprise Law 2020.

+ Serving a prison sentence or being banned by the Court from practicing a profession or doing certain work according to the provisions of law.

+ Other cases as prescribed by the Company Charter.

In case of charter capital reduction, the company must commit to ensuring full payment of debts and other financial obligations after capital reduction.

2. Procedures for registering changes in charter capital of a partnership company

In case a partnership changes its charter capital, it must register the change in charter capital within 10 days from the date of change.

Profile components:

(1) Notice of change in business registration content signed by the legal representative of the partnership (Appendix II-1 form issued with Circular 01/2021/TT-BKHĐT).

(2) Resolution, Decision of the board of members on changing the charter capital of the partnership company.

(3) Minutes of the meeting of the Board of Members on changing the charter capital of the partnership.

(4) Document of the Investment Registration Authority approving the capital contribution and purchase of capital contributions by foreign investors and economic organizations with foreign investment capital in cases where it is required to carry out procedures for registration of capital contribution and purchase of capital contributions according to the provisions of the Investment Law 2020 as follows:

- In case the capital contribution or purchase of capital contribution increases the ownership ratio of foreign investors in a partnership company operating in an industry or trade with conditional market access for foreign investors.

- In case the capital contribution or purchase of capital contribution results in a foreign investor or foreign-invested economic organization holding more than 50% of the charter capital of a partnership company in the following cases: increasing the charter capital ownership ratio of the foreign investor from less than or equal to 50% to over 50%; increasing the charter capital ownership ratio of the foreign investor when the foreign investor already owns more than 50% of the charter capital in the partnership company.

- In case foreign investors contribute capital or purchase capital contributions of a partnership company with a Certificate of land use rights in islands and border communes, wards and towns; coastal communes, wards and towns; other areas that affect national defense and security.

(5) List of members of a partnership company (Appendix I-9 form issued with Circular 01/2021/TT-BKHĐT) in case the change in charter capital is accompanied by a change in capital contribution and capital contribution ratio between members.

(6) Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative. This document does not need to be notarized or authenticated.

(7) A valid copy of one of the following personal identification documents of the person authorized to carry out the procedure (if any):

- For Vietnamese citizens: Valid Citizen Identification Card or National Identity Card or Vietnamese Passport.

- For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

3. Where to submit application

Business Registration Office - Department of Planning and Investment where the partnership has its head office.

4. Time limit for settlement

Within 03 (three) working days from receipt of valid documents.

5. Note

After being granted a Certificate of Change of Business Registration Content, the company must publicly announce it on the National Business Registration Information Portal (Procedures for changing charter capital and procedures for announcing business registration content can be carried out at the same time), see details in the task "Announcing business registration content".

In addition, a partnership must carry out a number of additional procedures as prescribed by law, see details at:

- Things to note when changing business registration content (name, address, capital, industry...) in a Partnership Company.