Investment capital consists of money and other assets as stipulated by civil law and international treaties to which Vietnam is a party, used for conducting investment and business activities.
The Service for Changing Investor Capital is provided by VinaSC Group, involving consulting and carrying out procedures to register changes in investment registration or enterprise registration details in accordance with legal regulations. With many years of experience and a high-quality team, VinaSC Group is confident in delivering professional, fast, and efficient services to our valued customers.
I. SERVICE PROVISION PROCESS AT VINASC:
Step 1: VINASC receives basic information about the change of the company’s Investor Capital
- Expected Change in New Investment Capital
- A copy of one of the documents proving the investor’s financial capability, if:
+ The investor is an organization, then one of the following documents:
Financial statements for the last 2 years of the investor;
Financial support commitment from the parent company;
Financial support commitment from a financial institution;
Guarantee of the investor’s financial capability;
Bank account balance confirmation of the investor.
+ If the investor is an individual, the document proving the investor’s financial capability is the bank account balance confirmation of the investor.
•Note: Documents issued by foreign entities must be certified or consularized by a Vietnamese diplomatic mission or consular office abroad; translated into Vietnamese and authenticated according to Vietnamese legal regulations (We will send information and sample documents for this procedure).
- VinaSC will review the specific legal requirements involved to develop a service implementation plan.
Step 2: Prepare necessary dossier
- The two parties discuss and agree on the content of the service, then Vinasc bases on them to prepare the necessary documents to hand over to the business for authentication.
- Vinasc receives the complete authenticated dossier along with the documents that the business needs to prepare to complete the dossier.
Step 3: Submit the application to the competent authority as prescribed
- Submit the application for Adjustment of the Investment Registration Certificate (IRC) at the investment registration authority.
- Submit the application for Adjustment of the Enterprise Registration Certificate (ERC) at the business registration authority.
Step 4: Track the processing of documents
- VINASC monitors the dossier processing process step by step and reports the progress to the business as requested. In case of need to modify, supplement information, documents, Vinasc is responsible for completing it as soon as possible to limit work interruption.
Step 5: Complete the service & Deliver the results to the client
- Review all the steps of the service implementation to ensure that the service has been completed comprehensively
- Transfer to the business the specific results that Vinasc collects on behalf of the business during the service provision process.
II. SPECIFIC RESULTS
- New Investment Registration Certificate (IRC)
- New Enterprise Registration Certificate (ERC)
III. ESTIMATED TIME FOR IMPLEMENTATION
- Obtaining the Investment Registration Certificate: 25-30 working days
- Obtaining the Enterprise Registration Certificate: 05-07 working days
The estimated time above is calculated from the day VinaSC receives the complete application as requested from you.
Additionally, depending on the client’s needs, VinaSC often provides consultation and support to help investors effectively manage related services such as tax-accounting, labor, social insurance, salary, sub-licenses, etc., ensuring full compliance with Vietnamese law, which you can refer to.
Please contact VinaSC for consultation, support, and detailed quotations for the above services.
*Comprehensive List of Required Documents
| No. | Required documents | Implementer | ||
| Customer
(1) |
Vinasc Group (2) | Vinasc Group handles on behalf of our client (3) | ||
| 1 | A copy of one of the following documents proving the financial capacity of the Investor: Financial statements for the last 2 years of the investor; commitment to financial support from the parent company; commitment to financial support from a financial institution; guarantee of the investor’s financial capacity; other documents proving the investor’s financial capacity: Certificate of the investor’s bank account balance… | X | X | |
| 2 | Dossier requesting adjustment of investment capital of the project:
Written request for adjustment of the investment project;
Investment project proposal;
Project implementation progress report;
Power of attorney. |
X | ||
| 3 | Dossier requesting adjustment of enterprise registration content:
Notice of change of enterprise registration content;
Minutes of meeting (if any);
Decision to change the company’s investment capital;
Power of attorney. |
X | ||
(*) According to the procedure, the customer is responsible for completing the documents in column (1), and Vinasc will be responsible for completing the documents in column (2).
(*) In some cases, if the customer has difficulty preparing the documents, Vinasc can complete the documents in column (3) on their behalf. However, in this situation, we must examine each specific case and the following issues may arise:
– Additional document preparation costs (these costs will vary depending on the government agency and the legal regulations in Vietnam at each stage)
– Additional time required to prepare these documents
(*) During the preparation process, the customer should send a scanned copy of all the above documents in advance so that we can prepare the documents in a timely manner.
(*) In some special cases, the government agency may request additional information to supplement the documents.
IV. RISK WARNING
The law does not specify a minimum investment capital requirement, but investors must contribute the full amount of capital within the legally stipulated timeframe. Specifically:
- For a Single-Member Limited Liability Company (LLC): The owner is liable with all their assets for the company’s financial obligations and any damages resulting from failure to contribute, insufficient contribution, or late contribution of charter capital.
- For a Multi-Member LLC: Members who have not contributed or have not fully contributed the committed capital are liable in proportion to their committed capital contribution for the company’s financial obligations incurred before the date the company registers the change in charter capital and the member’s capital contribution ratio.
- For a Joint-Stock Company: Shareholders who have not paid or have not fully paid for the shares they have registered to buy are liable for the company’s financial obligations corresponding to the total nominal value of the shares registered for purchase before the date the company registers the adjustment of charter capital. Board members and legal representatives are jointly liable for any damages arising from failure to perform or properly perform the capital contribution and registration of charter capital adjustment, and changes in founding shareholders.
- For a Partnership: The unfulfilled capital contribution is considered a debt owed by the member to the company. In such cases, the relevant capital-contributing member may be expelled from the company by decision of the Board of Members.
For companies with foreign investment, timely capital contribution is crucial. However, due to various objective factors during project implementation and business operation, investors often miss the deadline for capital contribution.
In the form of investment by establishing an economic organization, failure to contribute sufficient investment capital within the committed timeframe on the Investment Registration Certificate can lead to administrative penalties under Clause 2, Article 19 of Decree 122/2020/ND-CP on administrative penalties in the field of planning and investment, specifically:
“2. A fine ranging from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following violations:
- a) Failure to correctly comply with the written approval for investment guidelines, written approval for both investment guideline adjustment and investor change, written approval for investor or investment registration certificate;
- b) Failure to follow the procedures for liquidating the investment or project and discharge financial obligations to the State as prescribed by law;
- c) Suspending an investment project for a total period of more than 12 months.”
Additionally, if investors fail to contribute charter capital within 90 days from the issuance of the Enterprise Registration Certificate, they may be fined for not adjusting the capital after the deadline. Specifically, Clause 3, Article 46 of Decree 122/2020/ND-CP stipulates:
“3. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:
- a) Failure to follow procedures for changing capital or changing members or founding shareholders as prescribed at the business registration authority upon expiry of the time limit for capital contribution and time limit for capital change because members or founding shareholders fail to fully contribute capital but there is not any member or founding shareholder that undertakes to contribute capital;
- b) Deliberate contribution of assets with false value.”
In the form of investment by capital contribution, share purchase, or capital contribution purchase, the investor and the Vietnamese company will agree on the payment, specifically, the full capital must be contributed before proceeding with the procedures to change the enterprise registration details.