VI The operation and development of an enterprise always go hand in hand with the need for capital to expand business scale, invest in new projects, or strengthen financial capacity. For a single-member limited liability company, increasing the charter capital is a crucial decision, requiring strict compliance with legal regulations to ensure legality and protect the rights of the owner. To successfully carry out this procedure, the enterprise needs to clearly understand the process, documentation, and steps for implementation as stipulated by the Law on Enterprises and related guiding documents. Let’s explore the details of this process with Pham Consult.
- Forms of increasing charter capital of a single-member LLC
The charter capital of a single-member limited liability company upon enterprise registration is the total value of assets committed to be contributed by the company owner and recorded in the Company Charter. During business operations, when there is a need to expand the scale, enhance financial capacity, or meet the conditions for participating in large projects, single-member LLCs are entitled to increase their charter capital.
According to Article 87 of the Law on Enterprises 2020, a single-member LLC increases its charter capital through the following forms:
– Increasing charter capital through the company owner contributing additional capital;
– Increasing charter capital through mobilizing additional capital contributions from other persons.
The company owner decides the form and level of the charter capital increase. However, in the case of increasing charter capital by mobilizing additional capital contributions from others, the company must organize its management under the form of a multiple-member limited liability company or a joint-stock company. The company’s management organization is carried out as follows:
– In the case of organizing management under the form of a multiple-member limited liability company (two or more members), the company must notify the change in the enterprise registration content within 10 days from the date of completing the change in charter capital;
– In the case of converting into a joint-stock company, the company shall comply with the provisions of Article 202 of the Law on Enterprises 2020.
- Documentation for registering an increase in charter capital of a single-member LLC
The documentation for increasing the charter capital of a single-member LLC is stipulated in Clause 1, Article 44 of Decree 168/2025/ND-CP, including the following papers:
(i) Request for registration of change in enterprise registration content;
(ii) Copy or original of the decision of the company owner on the change of charter capital;
(iii) Original or copy of papers proving the payment for the capital contribution or purchase of shares corresponding to the registered increase in charter capital;
(iv) Copy of the written approval from the Investment Registration Authority regarding the capital contribution, share purchase, or purchase of capital contributions by foreign investors or foreign-invested economic organizations in cases where the procedure for registering capital contribution, share purchase, or purchase of capital contributions must be performed according to the provisions of the Law on Investment 2020.
(v) List of beneficial owners of the enterprise (additional requirement for enterprises established before July 1, 2025).
- Procedure for registering an increase in charter capital of a single-member LLC
Step 1: Submit the application
The company submits the application for the charter capital increase to the provincial-level business registration authority where the company is headquartered.
Step 2: Application review
After receiving the enterprise registration file, the provincial-level business registration authority issues a receipt and an appointment for returning the result to the applicant.
Within 03 working days from the date of receiving the enterprise registration file, the provincial-level Business Registration Authority reviews the validity of the file and issues the Certificate of Enterprise Registration to the enterprise as prescribed; in case the file is not valid, the provincial-level Business Registration Authority shall issue a written notification of the content that needs to be amended or supplemented to the enterprise.
