A charter capital reduction at an FDI company is not hard at any single step — it is hard because the steps depend on each other in an irreversible order, spread across five touchpoints: the company’s internal governance, the business registration authority, the investment registration authority, the tax authority (through the cash flow) and the ICA bank. This checklist arranges the entire file and action set in that exact dependency order, so the responsible team can tick every box without missing a touchpoint.
1. Phase A — Internal preparation (before any state filing)
☐ Determine the reduction form under one of the three cases in Article 68(3) of the Law on Enterprises 59/2020/QH14 (capital refund / company repurchase of a stake / under-contribution), or the corresponding joint stock mechanism — the form decides the entire file behind it. ☐ Post-reduction solvency assessment: latest financial statements, a schedule of debts and contingent obligations, and a written conclusion that the company ensures full debt payment after the reduction (for refund/repurchase cases). ☐ Perimeter checks: the charter and members’/shareholders’ agreements (vetoes, pre-emption), credit agreements (equity maintenance and notification covenants), sector licence conditions (legal capital floors), and the project’s policy approval/Investment Registration Certificate (scale commitments). ☐ Reduction resolution of the Members’ Council/General Meeting at the correct voting threshold (LLC: 65%, in practice 75% when bundled with the charter amendment under Article 59; JSC: 65% under Article 148) — stating the reduced amount, the form, the money plan and the schedule. ☐ Amended charter recording the new charter capital and each member’s/shareholder’s new ratio. ☐ If the withdrawing member is a foreign investor: the investor’s document set legalised/notarially translated and ready for the bank file in Phase E.
2. Phase B — Business registration authority
☐ Notice of change of enterprise registration contents (charter capital change) filed within 10 days from the change date (Article 30 of the Law on Enterprises); the file is processed within 03 working days under enterprise registration rules. ☐ Accompanying components: the reduction resolution and meeting minutes; the post-reduction member list with new ratios; the amended charter; and — for refund/repurchase reductions — the written undertaking to ensure full payment of debts and property obligations after the reduction with financial supporting documents under Decree 168/2025/ND-CP. ☐ Receive the new Enterprise Registration Certificate; verify the capital and ratios on the new certificate match the resolution and charter absolutely. ☐ Update the internal member/shareholder register to the new structure immediately after the new certificate issues.
3. Phase C — Investment registration authority and sector licences
☐ Investment Registration Certificate amendment file at the investment registration authority: amendment request, reduction resolution, explanation of the charter capital change (and project total investment capital if changed) — filed in parallel with or immediately after Phase B, not waiting. ☐ If the project was subject to policy approval and the reduction changes approved content (lower total investment with a scale change): the policy approval amendment procedure must go before the IRC amendment. ☐ Sector sub-licences: check each licence carrying a capital condition (banking, insurance, securities, logistics, electricity…) and perform the corresponding amendment/notification at the new capital level; confirm post-reduction capital stays above the sector floor. ☐ The latest project implementation report reflects the new capital figures under the reporting regime for foreign-invested companies.
4. Phase D — Tax (following the cash flow) and Phase E — The ICA bank
Tax: ☐ Split the refund into principal (untaxed) and excess (recipient’s income) right in the resolution/payment plan. ☐ Withhold and declare 5% personal income tax on the excess if the recipient is an individual (Law on Personal Income Tax 109/2025/QH15) in the payment period; an organisational recipient records the excess in its own CIT finalisation. ☐ Retain the withholding/payment vouchers — a mandatory component of the bank file in Phase E. ☐ Verify the charter capital data on the e-tax system matches after registration interlinkage (there is no separate capital-reduction notification procedure for the tax authority).
ICA bank and refund: ☐ Notify the ICA bank of the reduction with the resolution — before executing the remittance. ☐ The refund file for the bank: reduction resolution, new Enterprise Registration Certificate, amended IRC, tax vouchers for the excess (if any), legalised investor documents. ☐ Execute the refund remittance through the receiving investor’s own ICA under Circular 38/2026/TT-NHNN — only after all documents in Phases B and C are complete. ☐ After the refund: confirm balances and account status with the bank; notify lending banks (with explanation where the credit agreement has notification covenants); update the new capital information for counterparties with contractual notice clauses. Only when the last box of all five phases is ticked is the reduction truly complete — not at the moment the resolution is signed.
What documents must be prepared for a charter capital reduction from start to finish?
Five groups in order: (A) internal — determine the reduction form under Article 68 of the Law on Enterprises, post-reduction solvency assessment, reduction resolution at the correct threshold, amended charter; (B) business registration — charter capital change notice with the resolution, meeting minutes, new member list, debt-payment undertaking (Decree 168/2025/ND-CP); (C) investment registration — IRC amendment and policy approval if touched, sector sub-licences; (D) tax — split principal/excess, withhold 5% PIT where the recipient is an individual; (E) bank — refund file and remittance via the ICA under Circular 38/2026/TT-NHNN.
In what order are files submitted to state authorities?
The internal resolution first; then the charter capital change registration at the business registration authority (within 10 days from the change date, Article 30 of the Law on Enterprises) and the IRC amendment file at the investment registration authority — these two run in parallel/immediately in sequence, except a policy approval amendment (if any) must precede the IRC amendment. Tax obligations arise in the payment period. The ICA refund remittance is the final step, executed only when both certificates have been amended.
How long does the whole capital reduction procedure take?
There is no overall statutory period: individual stages have their own marks (change registration within 10 days; the business registration authority processes change notices within 03 working days), while total practical time depends on whether a policy approval amendment is touched, the legalisation speed of foreign investor documents, and the ICA bank’s file review rounds. With a well-prepared FDI file not touching policy approval, operations typically close within a few weeks; touching policy approval or sector licences takes considerably longer.
What mistakes do FDI companies commonly make when self-filing a capital reduction?
Five typical mistakes: (1) remitting the refund abroad before the amended IRC is issued, leaving the transaction suspended by the bank; (2) forgetting the IRC amendment, leaving the two certificates with divergent capital figures; (3) capital/ratio figures diverging among the resolution, the member list and the amended charter; (4) missing the debt-payment undertaking or the solvency assessment in a refund reduction; (5) failing to split the excess from principal in the payment plan, causing wrong withholding and reconciliation issues at finalisation.