Changing charter capital is a common procedure for foreign-invested enterprises (FDI enterprises), particularly where capital is increased to expand business operations or reduced to meet actual business needs. Under current regulations, an enterprise must register changes to the contents of its Enterprise Registration Certificate (ERC) within the statutory timeframe. For an FDI enterprise, it is also necessary to determine whether the change in charter capital results in changes to the Investment Registration Certificate (IRC), in order to carry out the corresponding procedures.

1. Applicable cases

These procedures apply where a limited liability company, joint-stock company or partnership changes its charter capital. Specifically, an enterprise may increase or decrease its charter capital, resulting in a change to the capital information recorded in its Enterprise Registration Certificate (ERC).

Pursuant to Article 30 of the Law on Enterprises 2020, an enterprise must register changes to the contents of its Enterprise Registration Certificate within 10 days from the date of such change.

For FDI enterprises, it is necessary to distinguish between the enterprise’s charter capital and the investment capital of the investment project. Where a change in charter capital also results in a change to the principal contents of the project recorded in the IRC, the enterprise may be required to carry out procedures for adjustment of the IRC before or concurrently with the ERC amendment procedures in accordance with Article 33 of the Law on Investment 2025.

2. Competent authorities for processing the application

Pursuant to Article 44 of Decree No. 168/2025/ND-CP, an application for registration of a change in charter capital shall be submitted to the provincial-level Business Registration Authority where the enterprise’s head office is located.

For an FDI enterprise, the Business Registration Authority shall process changes to the ERC. Where adjustment of the IRC is required, the application for adjustment of the investment project shall be submitted to the competent investment registration authority in accordance with Article 27 of the Law on Investment 2025.

3. Procedures

Step 1: Determine the proposed changes

• Responsible party: The enterprise.
• Work to be performed: Determine the new charter capital, the form of capital increase or decrease, and whether the proposed change gives rise to a requirement for adjustment of the IRC.
• Timeline: To be completed before submission of the application for registration of the change.

Step 2: Prepare the application dossier

• Responsible party: The enterprise or an authorized organization or individual.
• Work to be performed: Prepare the application dossier in accordance with Article 44 of Decree No. 168/2025/ND-CP and the applicable forms. The Application for Registration of Changes to Enterprise Registration Contents is currently made using Form No. 12 of Appendix I issued together with Circular No. 68/2025/TT-BTC, as amended and supplemented in accordance with current regulations.

Step 3: Submit and process the application dossier

• Responsible party: The enterprise; the provincial-level Business Registration Authority.
• Work to be performed: Submit the application dossier in person or through the electronic enterprise registration system in accordance with applicable regulations.
• Timeline: Within 03 working days from the date of receipt of the application dossier, the Business Registration Authority shall assess its validity and issue a new Enterprise Registration Certificate. If the dossier is invalid, the Business Registration Authority shall issue a notice specifying the contents requiring amendment or supplementation.

4. Required documents

Pursuant to Article 44 of Decree No. 168/2025/ND-CP, the application dossier includes:

• Application for registration of changes to enterprise registration contents: Original, using the applicable prescribed form;
• Resolution or decision on the change of charter capital: Copy or original, depending on the type of enterprise;
• Minutes of the Members’ Council meeting: Copy or original, applicable to a multiple-member limited liability company;
• Documents evidencing payment of capital contributions or payment for share purchases: Original or copy, in cases of registration of an increase in charter capital;
• Written approval from the investment registration authority: Copy, where the capital contribution, share purchase or purchase of capital contribution falls within a case requiring registration under investment laws.

5. Procedural outcome

The result is a newly issued Enterprise Registration Certificate recording the charter capital after the change.

For an FDI enterprise, where the change in capital also results in changes to the investment project recorded in the IRC, the enterprise must complete the corresponding IRC adjustment procedures to avoid inconsistencies between the capital information recorded in the ERC and the IRC. Pursuant to Article 33 of the Law on Investment 2025, an investor must carry out procedures for adjustment of the IRC where an adjustment to the investment project results in changes to the principal contents of the project recorded in the IRC.