The charter capital of a joint stock company constitutes a fundamental legal basis for determining the company’s financial liability, shareholders’ ownership ratios, and the corresponding rights and obligations. An increase in charter capital is a material corporate action that gives rise to amendments to the company’s charter, changes in capital structure, and potential impacts on stakeholders’ interests. Accordingly, the procedures for increasing charter capital must be carried out in strict compliance with applicable corporate laws, securities regulations (where applicable), the company’s charter, and relevant internal resolutions.
1. Methods of increasing charter capital of joint stock companies
Pursuant to Article 123 of the Law on Enterprise 2020, joint stock companies can increase charter capital through the following methods:
- Offering shares to existing shareholders;
- Offering private shares;
- Offering shares to the public.
2. Procedures for increasing charter capital of joint stock companies
Pursuant to Article 44 of Decree No. 168/2025/ND-CP on enterprise registration, where a joint stock company registers a change to its charter capital, it shall submit an application dossier for amendment of enterprise registration contents to the provincial-level business registration authority where the company’s head office is located.
The application dossier shall comprise the following documents:
a) An application for registration of changes to enterprise registration contents;
b) A certified copy or the original of the resolution or decision on the change of charter capital, issued by:
- the company owner, in respect of a single-member limited liability company;
- the Members’ Council, in respect of a limited liability company with two or more members or a partnership;
- the General Meeting of Shareholders, in respect of a joint stock company;
c) A certified copy or the original of the minutes of the meeting of the Members’ Council, in respect of a limited liability company with two or more members, regarding the change of charter capital;
d) The original or a certified copy of documents evidencing the contribution of capital or the purchase of shares, which have been fully paid corresponding to the portion of charter capital registered for increase, in the case where the company registers an increase in charter capital;
e) A certified copy of the written approval issued by the Investment Registration Authority regarding capital contribution, share purchase, or acquisition of capital contribution portions by foreign investors or economic organizations with foreign investment capital, in cases where procedures for registration of capital contribution, share purchase, or acquisition of capital contribution portions are required in accordance with the Law on Investment.
Upon receipt of the enterprise registration dossier, the provincial-level business registration authority shall issue a receipt acknowledging the dossier and specifying the date for return of results to the applicant.
Within three (03) working days from the date of receipt of the enterprise registration dossier, the provincial-level business registration authority shall examine the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise in accordance with regulations. Where the dossier is invalid, the provincial-level business registration authority shall notify the enterprise in writing of the required amendments and supplements.
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