INCREASED CHARTER CAPITAL OF 2 MEMBER CO., LTD

Charter capital is the capital contributed by an individual / organization / legal entity to the company. During the course of operation, the company may increase its capital to suit the development of its production and business. In the following article, the lawyer would like to share with customers about “Increasing charter capital of 2-member limited liability company”.

1. Legal basis for increasing capital of 2-member limited liability company

• Enterprise Law No. 68/2014 / QH13 dated November 26, 2014.
• Decree 78/2015 / ND-CP Regarding business registration
• Decree 108/2018 / ND-CP Amending a number of articles of Decree 78/2015 / ND-CP on business registration

     2. What is the company’s charter capital?

• Minimize to Clause 29, Article 4 of the Law on Enterprises 2014: “Charter capital is the total value of assets contributed or committed to contribute by members when they set up a limited liability company or partnership; is the total face value of shares sold or registered to buy when establishing an enterprise for a joint stock company ”.
• According to Clause 1, Article 48 of the 2014 Enterprise Law, “Charter capital of 2 or more member limited liability companies upon registration is the total value of assets that members have contributed or committed to contribute to the company”.

3. Some characteristics of the company’s charter capital:

• The charter capital will be stated in the company’s charter and the business registration certificate
• Charter capital also affects the payment of annual license fees of businesses
  + Charter capital is over 10 billion dong, license fee: 3 million dong / year
  + Charter capital is less than 10 billion dong, license fee: 2 million dong / year

4. Forms of capital increase
   Under the provisions of the Enterprise Law, the increase of charter capital of two or more member limited liability companies may be carried out in the following forms:

• Increasing capital contribution of members. In this case, the additional contributed capital shall be distributed to members in proportion to their capital contribution. Members who object to the decision to increase their charter capital may not contribute additional capital. In this case, such additional capital shall be distributed to other members in proportion to their capital contribution in the company’s charter capital if the members do not otherwise agree.
• Adjusted to increase the charter capital in proportion to the increased asset value of the company
• Receiving capital contributed by new members. In this case, the increase of charter capital must be agreed by members, unless otherwise provided by the company’s charter.

5. File of increasing charter capital of 2 member limited liability company
Increasing charter capital of 2-member limited liability companies should prepare the following main papers:
– Notice of changing the company’s charter capital (Appendix II-I, Circular No. 02/2019 / TT-BKHDT)
– Decision of the Board of members on increasing charter capital of the company
– Minutes of meeting of the Board of members about the increase of the company’s charter capital
– Power of attorney – In case not being the legal representative of the enterprise directly submit
– List of members in case of changing members
– Contribution transfer agreement and liquidation record
– Notarized copy of ID card of person submitting application

4. Order of changing the legal representative
The increase in the company’s charter capital requires enterprises to notify in writing to the competent authorities. In case of failure to notify, enterprises may be administratively sanctioned from 10,000,000 to 20,000,000 under Clause 3, Article 28, Section 4, Chapter II of Decree 50/2016 / ND-CP. So how should changes be made, Hung Phuc Law presents the following order of implementation:
Step 1: Enterprises prepare and prepare a complete set of documents in accordance with the law
Step 2: Enterprise declares to apply online via the process on the National Business Registration Portal / Send the application to the business registration office where the company registers.
Step 3: Business registration office receives the procedures for increasing charter capital and sends a receipt to the enterprise.
Step 4: Business registration office reviews, checks and processes the application file for change of charter capital within 03 working days.
+ In case of valid documents: Enterprises will prepare paper documents and submit them to Business Registration Office.
+ In case of notice of amendments and additions: The enterprise corrects the request in the notification and then submits it again
Step 5: Enterprise goes to the business registration office according to the appointment on the receipt to receive the new business registration certificate.

5. Support service to increase charter capital of phapluatdoanhnghiep.vn

• Detailed advice on the form and conditions to increase charter capital
• Drafting records to increase capital for businesses
  On behalf of enterprises, the procedures for increasing capital shall be carried out at competent state agencies
• Monitoring and updating process of implementing procedures for businesses
• Receive the results, hand over the new business registration certificate and related documents to the enterprise.
• Consulting issues arising in the course of business operations of the business.

Phapluatdoanhnghiep.vn is committed to helping customers complete the capital raising procedure with the shortest time and the most reasonable cost. Do not hesitate to contact us at hotline 0982.466.166 or email phapluatdoanhnghiepso1@gmail.com.

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