Increasing charter capital is a major decision for a multi-member limited liability company: it changes ownership ratios and voting rights and triggers a business registration change dossier full of procedural traps. Below are 6 practical notes under the current legal framework — including a point many businesses still cite wrongly: Decree 01/2021/ND-CP has been fully replaced by Decree 168/2025/ND-CP (effective 1 July 2025, amended by Decree 296/2026) on enterprise registration.
1. Choose the right capital increase form
Article 68 of the Enterprise Law 59/2020/QH14 allows a multi-member LLC to increase charter capital in two cases:
- (a) Increasing the capital contributions of existing members;
- (b) Admitting additional capital contributions from new members.
The choice directly affects ownership ratios, voting ratios and the management structure: additional contributions by existing members keep the member list unchanged, while admitting new members changes the ownership composition. Decide clearly in the Members Council resolution from the start.
2. Pro-rata allocation and the right to transfer contribution rights
Article 68, Clause 2: additional contributed capital is allocated to members in proportion to their capital contribution ratios in the company charter capital. Members may also transfer their capital contribution rights to others under Article 52 of the Enterprise Law. Where a member does not contribute or contributes only part of the additional capital: the remaining capital is allocated to other members in proportion to their ratios, unless otherwise agreed. Members other agreements are respected — so put a clear written agreement on the allocation plan in place before implementation to avoid later ratio disputes.
3. The Members Council resolution and meeting minutes are mandatory
Article 44, Clause 1(b)–(c) of Decree 168/2025 lists in the capital increase dossier: a copy or original of the resolution/decision of the Members Council on the charter capital change, and a copy or original of the Members Council meeting minutes on the charter capital change. A decision by the Chairman of the Members Council alone cannot replace these two documents. The company must hold the Members Council meeting with proper procedure, prepare complete minutes and issue the resolution before filing the change registration dossier.
4. Complete the actual capital contribution BEFORE registering the increase
Article 44, Clause 1(d) of Decree 168/2025 requires the dossier to include the original or a copy of documents evidencing that the capital contribution has been paid corresponding to the registered increase. The hard rule: no “register first, contribute later” — the increased capital must actually be contributed and evidenced before the business registration authority accepts the change. The capital increase dossier (no member change) is filed with the provincial business registration authority where the head office is located and includes: (a) request for change of enterprise registration content (Form No. 12, Appendix I of Circular 68/2025/TT-BTC); (b) the Members Council resolution/decision; (c) the Members Council meeting minutes; (d) documents evidencing paid capital contributions; (e) the investment registration authority written approval of capital contribution/purchase of contributed capital by foreign investors (where capital contribution registration under the Investment Law applies). Processing time: 3 working days for a valid dossier.
5. The dual deadline: 90 days to contribute + 10 days to register
Two parallel deadlines the company must meet simultaneously:
- 90 days to fully contribute the committed capital (Article 47 of the Enterprise Law);
- 10 days to register the change with the business registration authority from the date of change (Article 30, Clause 1 of the Enterprise Law).
The 10 days run from the date of change (e.g., the date capital contribution was completed, the date the resolution took effect) — not from when someone “remembers” to register. Filing on time lets the company receive the new Enterprise Registration Certificate within 3 working days.
6. Foreign element — the correct procedure order
When the capital increase involves foreign investors, the procedure order determines dossier validity:
- Step 1: foreign investors subject to capital contribution registration complete capital contribution registration with the investment registration authority under the Investment Law 143/2025/QH15 (Article 26) first, obtaining the written approval;
- Step 2: use that approval as a dossier component for the enterprise registration change (Article 44, Clause 1(e)).
Distinguish three dossier scenarios clearly: (i) existing members contribute more → Article 44, Clause 1; (ii) admitting new members → Article 45, Clause 1 (plus the Member List Form No. 6 — signed by the new member and members whose contribution ratios change; signatures of unchanged members are not mandatory; legal documents of the organization + authorized representative appointment document, with consular legalization for foreign organizations); (iii) transfer/gift changing ratios without member change → Article 44, Clause 2 (plus the transfer contract or documents evidencing completed transfer; gift contract in gift cases).
Also, when the increase involves foreign investors, review the beneficial owner declaration duty under Article 17 of Decree 168/2025 (as amended by Decree 296/2026): directly or indirectly holding from 25% of charter capital. Note: Decree 296/2026 (effective 23 July 2026) did not amend Articles 44 and 45 of Decree 168/2025.
Two final distinctions: (1) charter capital increase (Enterprise Law) differs from project investment capital increase (Investment Law) — two concepts, two different procedures, never interchangeable; (2) the business license tax (le phi mon bai) was abolished from 1 January 2026 (Article 10, Clause 7 of Resolution 198/2025/QH15 and Article 6, Clause 4 of Decree 362/2025/ND-CP) — there is no longer a duty to “declare/pay license tax on the new capital”.
Frequently asked questions
What are the forms of charter capital increase?
Two forms under Article 68, Clause 1 of the Enterprise Law: increasing existing members contributions, or admitting new members capital contributions.
What does the capital increase dossier include?
Under Article 44, Clause 1 of Decree 168/2025: the request (Form No. 12), the Members Council resolution/decision, meeting minutes, documents evidencing paid contributions, and the investment registration authority approval (with a foreign element subject to contribution registration).
Can the increase be registered before contributing?
No. The dossier must include documents evidencing that contributions corresponding to the registered increase have been paid.
What is the deadline for registering the capital change?
10 days from the date of change (Article 30, Clause 1 of the Enterprise Law); the authority processes valid dossiers within 3 working days.
Must the license tax be redeclared after a capital increase?
No. The license tax was abolished from 1 January 2026.
Legal references
- Enterprise Law 59/2020/QH14 (amended by Law 76/2025): Article 30 (change registration deadline); Article 47 (contribution deadline); Article 52 (transfer of contribution rights); Article 68 (charter capital increase).
- Decree 168/2025/ND-CP (amended by Decree 296/2026, replacing Decree 01/2021/ND-CP): Article 17 (beneficial owner); Article 44 (capital increase dossier); Article 45 (admitting new members).
- Circular 68/2025/TT-BTC: Form No. 6 (member list); Form No. 12 (change request).
- Investment Law 143/2025/QH15: Article 26 (foreign investor capital contribution registration).
- Resolution 198/2025/QH15; Decree 362/2025/ND-CP (license tax abolished from 1 January 2026).
Planning to increase your LLC’s charter capital and need the members’ council resolution and business registration dossier prepared? Contact FLAT Law Firm via the Contact page.
The information above is for reference only and does not constitute legal advice.
Transparency note: This article was drafted by FLAT Law Firm’s AI content production system and will be reviewed by the internal review board (AI Legal Council) before publication; it has not been reviewed by a human lawyer.