How much capital does a company need to set up?

  • 10/08/2018 00:00

The answer is depending on which business is registered in?

           If the enterprise is registered in a normal business line that does not require legal capital, the 2014 Law on Enterprises does not specify the minimum capital for company establishment. In fact, many business units have registered the company's charter capital of 1 million VND, which is not prohibited by law, but when registering the charter capital is too low, when the company does transactions and works. with partners, banking agencies, customers, ..., they often do not trust businesses and very restrict transactions. This is a big obstacle when registering too low charter capital. Should be registered relative and in line with reality to be more convenient for business. The registration of business capital on a business registration license may be different from reality because the authorities do not require proof or check of business capital for enterprises conducting business without conditions. legal capital regulations.

           If an enterprise registers a business line requires a legal capital to operate, the minimum capital required to establish the company is equal to the legal capital required by the business line. Legal capital is understood as the minimum amount of capital that is required by law when you want to register that business line and must prove to the state agency the capital of the enterprise.


What kind of capital is included in company incorporation capital?
          Charter capital of the company is the total capital contributed or committed to contribute by capital contributing members or shareholders or committed to contribute in a certain period of time and recorded in the company's charter as well as in the register of members. The company is then registered with the department of planning and investment. This is an amount of capital that is freely registered by an enterprise and is not bound by law, the contributor will be responsible for his / her contributed capital.

For example: After finding out what to establish a joint stock company, you need to calculate the company's operating costs including arising fees, intended to be about 3 billion VND, capital to expand operations about 1, Therefore, it is possible to register charter capital of about 4.2 billion VND.

          Legal capital for enterprise establishment:
Legal capital of a company means the minimum amount of capital an enterprise must have fully in accordance with the law applicable to a business line with corresponding capital conditions to establish a company. That is, when an enterprise registers a line of business that is on the list of business lines requiring legal capital, it is required by law to have enough capital according to the provisions of each business line to meet the conditions to operate. moving.
Legal capital is also the minimum amount for the company to be established in accordance with the law. Depending on the type of business with or without conditions, there are different capital levels.


For example, a security service business must have enough capital of 2 billion to register. If you have 1.5 billion it will not be able to register this industry.

Because in the business line registration there are two forms: the business line with the condition and the business line without conditions (the normal business line). The conditional business lines are divided into two categories:
     + Industry requires legal capital.
     + Professions require a practice certificate.

For example: some businesses with legal capital conditions are as follows: security services, debt collection (minimum 2 billion), real estate business (minimum 20 billion), ..... and A number of other industries according to regulations.
      + Margin capital for company establishment procedures
This is the amount of capital that your business must have an actual margin in the bank, to ensure the operation of the company.
For example, when establishing a limited company for inbound international travel service business is 250 million, outbound is 500 million. Security service, rental debt collection is 2 billion.
      + Foreign capital contribution in the establishment of business
This is the capital that has a certain percentage in Vietnamese companies or uses the entire capital to establish a company with 100% foreign capital.

[Note]: The amount of contributed capital directly affects the annual business license tax payable by the enterprise.

            What are the regulations on capital contribution in the business?
    There should be capital contribution contracts with individuals / organizations when establishing a company. Capital members / shareholders are those who can decide on the existence, development or dissolution of an enterprise. Cooperation is unanimously agreed by members / shareholders, ideal is one of the decisive things for the success of the company and vice versa. Think and consider carefully before cooperating with individuals / organizations to form a company together. Capital contribution by individuals or organizations that contribute capital to an enterprise is specified in the Regulation on capital contribution.
    So does such declaration need to prove enough capital or not? Although Vietnam's Law on Enterprises has a regulation on having to contribute capital fully within 90 days, in reality, very few enterprises have to prove and contribute enough capital as when declaring the establishment of enterprises. In fact they just set up without any proof. However, how much charter capital is declared, the individual founding the company must bear limited liability within that amount of capital declared.

            For a limited liability company with two or more members: Capital contribution to establish the company and issue certificate of capital contribution:
1. The charter capital of a limited liability company with two or more members upon enterprise registration is the total value of the capital contribution the members undertake to contribute to the company.
2. A member must contribute capital to the company fully and with the correct type of assets as committed when registering for the enterprise establishment within 90 days from the date of being granted the Enterprise Registration Certificate. Company members are only allowed to contribute capital to the company with assets different from the type of assets committed with the consent of the majority of the remaining members. During this period, the member has the rights and obligations corresponding to the committed capital contribution ratio.
3. After the time limit specified in Clause 2 of this Article, if a member has not yet contributed or fully contributed the committed capital amount, it shall be handled as follows:
a) The member who has not yet contributed capital as committed is automatically no longer a member of the company;
b) The member who has not fully contributed capital as committed has the rights corresponding to the contributed capital share;
c) The un-contributed capital portions of the members are offered for sale under a decision of the Members' Council.
4. In case a member has not yet contributed or fully contributed the committed capital amount, the company must register for an adjustment, the charter capital, the members' capital contribution ratio is equal to the amount of capital contributed within 60 days. from the last day on which the capital contribution must be fully contributed according to Clause 2 of this Article. The members who have not contributed capital or have not fully contributed the committed capital amount must be responsible for the capital contribution as committed for the company's financial obligations arising before the date the company registers to replace. change of charter capital and capital contribution of members.
5. At the time of contributing in full, the company must issue a certificate of capital contribution to the member corresponding to the value of the contributed capital amount. A certificate of capital contribution has the following main details:
a) Name, business code, address of the company's head office;
b) The company's charter capital;
c) Full name, permanent address, nationality, number of citizen's identity card, ID card, passport or other legal personal identification for member being individual; name, number of establishment decision or enterprise number, address of head office for members who are organizations;
d) The member's stake and value of contributed capital;
dd) Number and date of issue of the certificate of capital contribution;
e) Full name and signature of the legal representative of the company.

Need more advice, please contact the hotline of TASCO Consulting Company 0975480868 for a free consultation.
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