Adjustment to charter capital
Article 68. Adjustment to charter capital
1. The company may increases its charter capital in the following cases:
a) Capital contribution of members is increased;
b) Capital contributions are made by new members.
2. When increasing stakes of members, the additional capital shall be split to the members according to their proportion of stakes to the company’s charter capital. Every member may transfer the right to contribute capital to another person as prescribed in Article 53 of this Law.
Any member who objects to the decision on increase of charter capital may refuse to contribute more capital. In this case, the additional capital contributed by the member shall be split among other members according to their proportion of stakes to the company’s charter capital, unless otherwise agreed among the members.
3. The company may decreases its charter capital in the following forms:
a) Part of stakes is returned to members according to their stake holding if the company has run for more than 02 consecutive years from the date of business registration, provided the debts and other liabilities can be paid after the return is made.
b) The company repurchases a member’s stake as prescribed in Article 52 of this Law;
c) Charter capital is not contributed fully and punctually by members as prescribed in Article 48 of this Law.
4. Within 10 days from the date of increase or decrease in charter capital, the company must send a written notification to the business registration authority. The notification shall contain:
a) Name, ID number, headquarter address of the enterprise;
b) Charter capital, the intended increase or decrease in charter capital;
c) Time, reasons, and methods of increase or decrease;
d) Full name and signature of the company’s legal representative
If charter capital is increased, the notification must be enclosed with the Resolution and meeting minutes of the Board of members.
If charter capital is decreased, the notification must be enclosed with the Resolution, meeting minutes of the Board of members, and the latest financial statement. Business registration authority shall update information about increase or decrease in charter capital within 03 working days from the day on which the notification is received.
Article 69. Conditions for profit distribution
The company shall only distribute profits to its members when its business operation is profitable, tax liability and other financial obligations are fulfilled in accordance with law, debts and other liabilities can be paid after profit distribution.
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