questions and answers

Multiple member Limited Liability Companies may change the charter capital by the following methods:

(i) Increasing the charter capital:

• • Increasing the contributed capital of members;
  • Receiving the contributed capital from new members.

(ii) Reducing the charter capital:

• • Returning part of the contributed capital to the members in proportion to their respective capital contribution ratios in the charter capital of the company if the company’s business operations have been carried out continuously for more than two years from the date of the enterprise registration and, at the same time, ensuring that all debts and other property obligations will be fully paid after returning part of the contributed capital to the members.
  • The company redeems the members’ contributed capital as provided for in Article 52 the 2020 Law on Enterprises.
  • The charter capital has not been contributed in a full and timely manner in accordance with Article 48 of the 2020 Law on Enterprises.

Single-Member Limited Liability Companies may change the charter capital by the following methods:

(i) Returning part of the contributed capital in the charter capital of the company if the company’s business operations have been carried out continuously for more than 02 years from the date of enterprise registration and, at the same time, ensuring that all debts and other property obligations will be paid in full after returning part of the contributed capital to the owner.

(ii) The charter capital has not been contributed in the full and in a timely manner by the owner in accordance with Article 74 of the 2020 Law on Enterprises.

(iii) The company owner makes additional investment.

(iv) Mobilizing other people to contribute additional capital. In such cases, the company may organize its management in either of the two following forms: Multiple member Limited Liability Company or Joint Stock Company.

Joint Stock Companies may change the charter capital through the following methods:

(i) Pursuant to a decision of the General Meeting of Shareholders, the company returns part of the contributed capital to shareholders in proportion to their ratio of shares in the company if the company has been continuously operating for at least 02 years from the time of the enterprise registration, while ensuring payment of all debts and other asset obligations after returning part of the contributed capital to shareholders;

(ii) The company redeems its sold shares as specified in Articles 132 and Article 133 of the 2020 Law on Enterprises;

(iii) The charter capital of the company has not yet been paid in full and on time pursuant to Article 113 of the 2020 Law on Enterprises;

(iv) Making an offering of shares; and

(v) Issuing convertible bonds.

A Partnership may change its charter capital by the following methods:

(i) Members of the company contribute additional capital;

(ii) The admission of new partners;

(iii) The termination of general partner status in the following instances:

• • Voluntarily withdrawing capital from the partnership.
  • Death, being declared by a court as missing, having their capacity to perform civil actions restricted or having lost their capacity to perform civil actions;
  • Be excluded from the partnership.
  • Other cases provided for in the partnership’s charter.

Sole proprietorships: there is no change of capital because the owner of a Sole Proprietorship must take responsibility for all activities of the Sole Proprietorship with all his/her assets, i.e. the property of the owner of the Sole Proprietorship is also the property of the Sole Proprietorship.