1. Methods for increasing the charter capital of a single-member limited liability company.
According to Article 87 of the 2020 Enterprise Law , a single-member limited liability company can increase its charter capital through one of the following forms:
- The owner injects additional capital into the company;
- Receiving additional capital contributions from other organizations or individuals. Note that in this case, the business is required to convert its organizational model to a limited liability company with two or more members or a joint-stock company to comply with management structure and legal regulations.
2. Application dossier for increasing the charter capital of a single-member limited liability company.
– Case 1: Increase in charter capital due to additional capital contribution from the owner. The required documents include:
- The notification of changes to the business registration details must be signed by the legal representative of the business.
- The owner’s decision to increase the registered capital;
- The Investment Registration Authority’s approval document regarding the capital contribution, share purchase, or equity purchase by foreign investors or foreign-invested economic organizations, in cases where registration procedures for capital contribution, share purchase, or equity purchase are required according to the Investment Law;
- Power of attorney (if authorizing an individual/organization to carry out the procedure).
– Case 2: Increasing charter capital, converting a single-member limited liability company into a limited liability company with two or more members. The required documents include:
- Business registration application form;
- Company charter;
- List of members for limited liability companies with two or more members; list of founding shareholders and list of foreign investor shareholders for joint-stock companies;
- Certified copies of the new member’s legal documents (ID card/Citizen Identification Card/Passport if an individual; Business registration certificate if an organization).
- A transfer contract or document proving the completion of the transfer in the case of transferring capital contributions; a gift contract in the case of gifting capital contributions; a copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;
- Resolutions and decisions of the company owner regarding the raising of additional capital contributions from other individuals or organizations, and documents confirming the capital contribution of new members in cases where capital is raised from new members;
- The Investment Registration Authority’s approval document regarding the capital contribution, share purchase, or equity purchase by foreign investors or foreign-invested economic organizations, in cases where registration procedures for capital contribution, share purchase, or equity purchase are required under the Investment Law.
- Power of attorney (if authorizing an individual/organization to carry out the procedure).
