- Our understanding on the matter:
- Under Article 74 Law of Enterprise 2014 (“LoE 2014“), the Company must fully contribute 100% charter capital within 90 days from the issuance date of the Enterprise Registration Certificate. If sufficient charter capital is not fully contributed by the deadline, the owner shall register a change to the charter capital within 30 days from the deadline for fully contributing charter capital.
- As per our observation on latest cases, we understand that after the deadline some of the Companies’ charter capitals have not contributed yet. During this period, the Company’s operation is maintained based on the amount which the owner transfers to a transaction account of the Company.
- Then, when the owner transfers a part of charter capital to the Company’s capital account, such capital can be blocked by the bank due to the Company failed to make contribution of charter capital by the deadline.
- In light of the above, all of us will wish to find solutions to make appropriate actions to this issue.
- Legal advices and proposed solution for the Company’s licenses:
- Under the current Vietnamese regulations in general and the LoE in particular, there is no provisions/guidances from the Government for late/ zero contribution from 91 days and above.
- From a practice perspective, there are a lot of Foreign Investment Enterprises (FIEs) facing the same circumstance and such FIEs has not received any official feedback from the Government yet.
- As per our verbal conversation with the official in-charge, the refusal of the bank is derived from/in relation to their professional and the Ministry of Planning and Investment (“MPI”) is also finding a solution for this matter.
- In light of the above, we would like to suggest some appropriate solutions for the Company’s licensing matter as follow:
- Submit an Official letter to The Department of Planning and Investment (“DPI”) in order to clearly explain the Company’s licensing matter, follow up and seek an official guidance from the MPI and DPI.
- Subject to the official guidance of the MPI and DPI, VNC shall assist the Company with taking appropriate actions in order to ensure the Company’s operation complies with the regulations.
- In the meantime, VNC shall advise the Company on how the Company will continue to operation when the official guidance of the MPI and DPI has not been issued yet.
Thanks for reading.
VNC