Changing Capital Contribution Ratios Among Company Members: Four Lawful Methods, Dossier Requirements, and Key Points for 2026

Three friends establish an interior design limited liability company in Da Nang, with capital contribution ratios of 50%–30%–20%. Two years later, the member holding 30% is carrying most of the project workload and wishes to raise his stake to 45%. The member holding 50% agrees to give up 15%. The question: is it enough for the two of them to sign an agreement, or are formal procedures required? (This is an illustrative scenario, not an actual case.)

Quick Answer

In a limited liability company with two or more members, the capital contribution ratios among members can be validly changed through only one of four routes: (1) transfer or donation of contributed capital; (2) a charter capital increase with non-pro-rata contributions; (3) a charter capital reduction (including a repurchase of a member’s capital by the company); or (4) an adjustment where a member fails to contribute the full committed capital. After the change, the company must register it with the Business Registration Office within 10 days, and the Office processes the dossier within 03 working days.

• Principal legal bases: Law on Enterprises 2020 (as amended in 2025); Decree No. 168/2025/NĐ-CP on enterprise registration (as amended by Decree No. 296/2026/NĐ-CP, effective 23/07/2026).
• Deadline for the enterprise: 10 days from the date of the change (Articles 30 and 31 of the Law on Enterprises).
• Deadline for the State authority: 03 working days from receipt of the dossier (Clause 5, Article 44 of Decree No. 168/2025/NĐ-CP).
• Three commonly overlooked items: the pre-emptive purchase right of the remaining members; personal income tax declaration on the transfer; and updating beneficial owner information.

This article applies to limited liability companies with two or more members. Joint stock companies change ownership ratios through share transfers, and single-member limited liability companies have only one owner; these two forms are governed by separate rules.

What Is a Capital Contribution Ratio?

Under Clause 27, Article 4 of the Law on Enterprises 2020, the capital contribution ratio is the ratio between a member’s contributed capital and the company’s charter capital. Contributed capital includes both capital already paid and capital committed to be paid.

This ratio is more than a figure on paper. It determines a member’s voting power in the Members’ Council, share of profits, share of assets upon dissolution, and whether the person is identified as a beneficial owner of the enterprise. For this reason, whenever the ratio changes, the law requires that it be fully recorded.

Four Lawful Methods of Changing Capital Contribution Ratios

Method 1: Transfer of Contributed Capital Among Members

This is the most common method. Point a, Clause 1, Article 52 of the Law on Enterprises, as amended by Law No. 76/2025/QH15, requires a member wishing to transfer capital to first offer it to the remaining members in proportion to their respective contributed capital, on the same terms of offer. Only if the remaining members do not purchase, or do not purchase all of it, within 30 days from the date of the offer may the capital be sold to outsiders.

Applied to the scenario at the start of this article: to transfer 15% to the member holding 30%, the member holding 50% must, in principle, still offer it to the member holding 20% on a pro rata basis. In practice, the parties typically prepare a written record confirming that the 20% member has not exercised the purchase right, in order to keep the dossier clear and to avoid later disputes.

One frequently overlooked detail: under Clause 2, Article 52, the transferor retains the rights and obligations attached to the transferred capital until the transferee’s information is fully recorded in the register of members. Signing the contract and receiving payment is not the end of the process.

Method 2: Donation of Contributed Capital

A member may donate part or all of his or her contributed capital. Under Clause 6, Article 53 of the Law on Enterprises, if the donee is within the statutory heirs under the Civil Code, he or she automatically becomes a member; otherwise, the donee becomes a member only upon approval by the Members’ Council. Where the donation is made between existing members, the registration dossier uses a donation contract in place of a transfer contract.

Note: donating contributed capital may give rise to tax obligations. Check with the tax authority or an advisory firm before signing.

Method 3: Increasing Charter Capital with Non-Pro-Rata Contributions

Clause 2, Article 68 of the Law on Enterprises provides that when members’ capital is increased, the additional contributions are by default allocated in proportion to existing contributed capital. A member may assign his or her right to contribute additional capital to another person in accordance with Article 52; capital that a member does not contribute is allocated to the other members pro rata, unless the members agree otherwise.

In other words, to use a capital increase to change ratios, the members must clearly agree, in a Members’ Council resolution, on who contributes how much. This method suits cases where the company genuinely needs additional capital, since the funds must be paid into the company’s account and the capital increase dossier must include documents evidencing payment.

Method 4: Reducing Charter Capital

Clause 3, Article 68 of the Law on Enterprises permits a reduction of charter capital in three cases:

1. Return of part of the contributed capital to members pro rata to their contributed capital, provided the company has operated continuously for at least 02 years and ensures full payment of its debts and other property obligations after the return. This case does not change the ratios among members.
2. Repurchase of a member’s contributed capital by the company under Article 51, applicable where a member votes against a resolution on certain matters, such as amendments to the Charter concerning members’ rights, or reorganization of the company.
3. Charter capital not fully and timely paid by members.

A reduction dossier under the first two cases must include the financial statements closest to the date of the decision to reduce capital (Clause 4, Article 44 of Decree No. 168/2025/NĐ-CP).

Mandatory Case: A Member Fails to Contribute the Full Committed Capital

Members must fully contribute their capital within 90 days from the date of issuance of the Enterprise Registration Certificate (Clause 2, Article 47 of the Law on Enterprises). If any member has not contributed, or has contributed insufficiently, Clause 4, Article 47 requires the company to register a change of charter capital and capital contribution ratios to equal the capital actually contributed, within 30 days from the last day on which full contribution was due.

This is not an option but an obligation. Since 01/07/2025, the amended Law on Enterprises classifies failing to contribute the full charter capital as registered, without registering an adjustment, as a prohibited act (Clause 5, Article 16).

Registration Dossier for Changing Capital Contribution Ratios

Where the ratios change without the admission of a new member, Clause 2, Article 44 of Decree No. 168/2025/NĐ-CP requires a dossier consisting of:

• Notice of change of enterprise registration particulars;
• List of company members, signed by the members whose contributed capital has changed (members whose holdings are unchanged are not required to sign);
• Transfer contract or documents evidencing completion of the transfer; or a donation contract in the case of donation;
• Written approval from the investment registration authority, if the case falls within those in which a foreign investor must register a capital contribution or purchase of contributed capital.

“Documents evidencing completion of the transfer” may include a copy of the register of members, a contract liquidation record, or a bank confirmation of payment (Clause 11, Article 3 of Decree No. 168/2025/NĐ-CP).

Other cases use separate dossiers:

• New members (sale to an outsider, or admission of a new member upon a capital increase): under Article 45 of Decree No. 168/2025/NĐ-CP.
• Change in charter capital (increase or reduction): under Clause 1, Article 44, accompanied by the Members’ Council resolution and meeting minutes.
• Only one member remains after a transfer: the company must convert to a single-member limited liability company and register the change within 15 days (Clause 3, Article 52 of the Law on Enterprises).

Legal Changes in 2025–2026 to Be Aware Of

1. Beneficial Owners: A Change in Ratios May Require a New Declaration

Since 01/07/2025, enterprises must notify changes in beneficial owner information. From 23/07/2026, Decree No. 296/2026/NĐ-CP identifies beneficial owners primarily as individuals who directly or indirectly own, or both, 25% or more of the charter capital, with aggregation of persons who are family members.

Accordingly, if a member crosses above or falls below the 25% threshold after the ratios change, the dossier will typically need to include updated beneficial owner information. An enterprise established before 01/07/2025 that has not yet made the declaration must supplement it at the nearest registration of changes (Clause 1, Article 3 of Law No. 76/2025/QH15).

2. No Nominee Holding of Capital on Behalf of Others

From 23/07/2026, the enterprise registration principles in Decree No. 168/2025/NĐ-CP (as amended by Decree No. 296/2026/NĐ-CP) expressly state that owners and members of a company shall not stand in the name of another person to contribute capital to an enterprise. Existing “nominee” arrangements should be reviewed, and transferring capital back to the true contributor should be handled carefully in terms of both documentation and tax.

3. Personal Income Tax Under the New Law from 01/07/2026

The Law on Personal Income Tax 2025 takes effect on 01/07/2026. Under this law, income of a resident individual from transferring contributed capital continues to be taxed as taxable income multiplied by a tax rate of 20%, where taxable income is the difference between the transfer price and the purchase price of the capital plus related reasonable expenses. A transfer at a gain gives rise to tax; a transfer at break-even or at a loss requires supporting documents to substantiate it.

A transfer price that is too low relative to the real value of the capital may prompt review by the tax authority. A clear valuation basis should be established before signing.

4. Members Who Are Foreign Investors

If the transferee is a foreign investor and the transaction increases foreign ownership in a sector with conditional market access, or results in foreign investors holding more than 50% of charter capital (including any further increase where holdings already exceed 50%), the company must register the capital contribution or purchase of contributed capital with the investment registration authority before registering the change of members (Clause 3, Article 21 of the Law on Investment 2025).

Implementation Steps

1. Review the Charter and the register of members. The Charter may add provisions on price, the procedure for offering capital, and voting ratios. Verify that all members have fully contributed their capital.
2. Select the appropriate method (transfer, donation, capital increase or reduction) and assess in advance the tax and beneficial owner consequences.
3. Exercise the pre-emptive purchase right by a written offer; retain evidence of delivery and the written refusals to purchase from the remaining members (if any).
4. Adopt a Members’ Council resolution where required by law or the Charter (capital increase or reduction; approval of a donee; amendment of the Charter).
5. Sign the contract, pay through the bank, and prepare a contract liquidation record.
6. Declare and pay personal income tax on any transfer that generates income.
7. File the registration dossier within 10 days, accompanied by beneficial owner information if it has changed. The dossier may be filed online through the National Business Registration Portal.
8. Update internal records: the register of members, capital contribution certificates, and the Charter (if it contains provisions on each member’s capital).

Common Risks

• Ignoring the remaining members’ pre-emptive purchase right: the transaction may be challenged or litigated by the affected member.
• Signing a contract without registering: the information in the enterprise registration system will not match the actual position, which affects banking transactions and bidding, and may result in administrative penalties.
• Recording a nominal transfer price to reduce tax: this readily leads to the tax authority re-assessing the taxable price.
• Failing to update beneficial owner information when a ratio crosses above or below the 25% threshold.
• Changing ratios while leaving “fictitious” capital in place: a member who has not fully contributed remains liable, in proportion to the capital committed, for financial obligations arising before the date the company registers the adjustment.

Capital Ratio Change Services at HLR Legal Vietnam

HLR Legal supports enterprises in carrying out changes of capital contribution ratios on a turnkey basis, from selecting the approach through to updating internal records:

• Advisory on options: comparing transfer, donation, and capital increase or reduction against the members’ objectives; estimating tax obligations; checking the beneficial owner threshold.
• Document drafting: notice of offer, written waiver of the purchase right, transfer or donation contract, Members’ Council resolution and minutes, and the amended Charter.
• Representation in filing the dossier with the Business Registration Office, and follow-up and explanation when supplementary information is requested.
• Post-change alignment: register of members, capital contribution certificates, beneficial owner information; and coordination of tax declarations.
• Foreign-invested enterprises: the procedure for registering capital contribution or purchase of contributed capital with the investment registration authority before registering the change.

See also our services on amendment of business registration, corporate restructuring, and establishment of foreign-invested companies in Da Nang.

When to Engage a Lawyer

It is advisable to involve a lawyer where the members have not agreed on price or on whether to sell to an outsider; where a member has not fully contributed capital and is uncooperative; where the transaction involves a foreign investor, capital formerly held in a nominee’s name, or a company holding significant assets such as real estate. These cases require an assessment of the specific dossier, not merely the correct completion of forms. Contact HLR Legal for an initial consultation.

This article has been updated in accordance with regulations in force as of 27/10/2026. The full texts of the cited legal instruments are linked to the Government’s Official Gazette website (congbao.chinhphu.vn).

This content is for reference only and does not replace formal legal advice from a lawyer or a competent authority.