During the process of establishing and operating a business, searching for information on capital contributions of shareholders or members is an important step to ensure transparency and legality. Clearly understanding capital contribution ratios, rights, and obligations of the parties involved not only helps enterprises comply with the law but also protects the interests of shareholders and members.
This article by NPLAW provides legal consultation on matters related to searching for capital contributions, assisting enterprises in implementing these procedures quickly, accurately, and effectively.
I. Current demand for searching for capital contributions of enterprises
Currently, the demand for searching capital contribution information is increasing sharply in the context of an increasingly complex business environment that requires high transparency. Enterprises, especially during periods of expansion or changes in ownership structure, often need to verify the capital contribution details of shareholders, members, and partners. This demand stems from several main reasons:
- Ensuring transparency: Searching for capital contribution information helps enterprises clearly determine contribution ratios, rights, and obligations of the relevant parties, thereby avoiding potential legal disputes during operation.
- Verifying legality in transactions: When conducting transactions, changing shareholders, or raising additional capital, searching helps verify the origin and legality of contributed capital and related rights.
- Supporting mergers, acquisitions, or investments: In transactions involving mergers, acquisitions, or investments, searching for capital contribution information is an essential step to accurately assess the enterprise’s value and protect the legitimate interests of all parties.
- Complying with legal regulations: Regulations on capital contributions and ownership ratios in Vietnam require that this information be fully and accurately updated. Therefore, frequent searches are necessary to ensure continued compliance.
II. Legal regulations on searching for enterprise’s capital contributions
1. Authority to conduct searches for enterprise’s capital contributions
In practice, there is no regulation assigning a specific authority to conduct searches for charter capital contributions of enterprises; instead, enterprises themselves are responsible for tracking and ensuring the accuracy of the information registered with the business registration authority.
According to Point b, Clause 1, Article 216 of the Law on Enterprise 2020, the Business Registration Authority is responsible for:
- Coordinating to develop and manage the National Business Registration Information System; disclosing and providing information to state agencies, organizations, and individuals upon request in accordance with the Law.
Thus, the Business Registration Authority has the authority to provide capital contribution information to organizations and individuals who wish to search for it.
2. Purposes of searching for capital contributions of enterprises
The purposes of searching for capital contributions include several important factors:
- Ensuring transparency: It helps clearly determine ownership ratios and the rights and obligations of shareholders and members, thereby preventing disputes and protecting the lawful interests of all involved parties.
- Checking legality and accuracy: Searching verifies whether the capital contributions comply with legal regulations, thereby ensuring the legality of transactions and protecting the enterprise from legal risks.
- Supporting M&A and share transfers: During mergers, acquisitions, or share transfer transactions, searching for capital contribution information helps parties accurately assess the value and financial status of the enterprise, protecting all partners’ rights.
- Determining capital sources and the ability to raise funds: Knowing the details of capital contributions helps enterprises assess their future capital-raising capability, especially when planning to expand or seeking new investment partners.
3. Time frame for processing capital contribution searches
Currently, the law does not stipulate a specific time frame for processing capital contribution searches.
The processing time typically depends on several factors, including the procedures of the state agency, the type of enterprise, and the complexity of the information to be searched.
Accordingly, If the enterprise searches via online channels or the Business Registration Authority (such as the National Business Registration Portal), information on capital contributions is often provided quickly, usually within 1-2 business days if the data is fully and accurately updated.
However, if detailed verification is needed, particularly in cases requiring confirmation from multiple sources or involving special transactions, the processing time may be longer depending on the requirements of competent authorities or related parties.
III. Some common questions related to searching for capital contributions of enterprises
1. Can one search for capital contributions of an enterprise that they do not own?
It is possible to search for information on the capital contributions of an enterprise not owned by the inquirer, especially via public channels such as the National Business Registration Portal. However, to obtain detailed information on shareholders or members, one generally needs lawful access rights or the enterprise’s consent.
2. Some methods for searching enterprise capital contributions
To search for general enterprise information and specific information on capital-contributing members, one can use the following methods:
- Method 1: Online search on the National Business Registration Portal.
Information on companies is publicly available on this portal, so businesses and individuals can freely search. Visit: https://dangkykinhdoanh.gov.vn
Steps include:
+ Accessing the official website to search for information on company capital-contributing members;
+ Entering relevant enterprise information, tax code, or enterprise code for the search;
+ Clicking “Search” to view results displayed on the screen.
- Method 2: Search at the competent state authority – the Department of Planning and Investment. This department holds all legally established company records. To search:
+ Prepare a dossier requesting information on the company’s capital-contributing members;
+ Submit the dossier. Then officials will review and return the search results.
However, there is a limitation: The Department only provides such information to persons with legal authority concerning the enterprise. Not everyone can perform this search.
- Method 3: Directly contacting the company whose capital contribution details are needed. This is often the fastest and most accurate method, but mainly applicable to company staff. Companies rarely provide this information to unrelated parties, and disclosures may depend on the company’s charter.
3. Can one search for an individual’s capital contributions via their tax code?
It can search for an individual's capital contribution information via tax code.
Steps include:
- Step 1: Visit the General Department of Taxation’s site: http://tracuunnt.gdt.gov.vn
- Step 2: Enter the tax code in the search box, enter the verification code, then click Search.
- Step 3: Review the returned results, which typically include basic enterprise information such as tax code, enterprise name, tax authority, ID/passport number of the legal representative, most recent change date, and operational status.
4. Is there a fee for searching enterprise capital contributions?
Searching for enterprise capital contributions at State agencies such as the National Business Registration Portal is typically free of charge. Basic information like enterprise name, tax code, shareholders, and capital contribution ratios can be checked without fees.
However, if using professional service packages from consulting companies, there may be a small fee depending on the requested service.
IV. Legal consulting services related to searching for capital contributions of enterprises
The above is all the detailed information that NPLaw provides to support our valued clients regarding searching for enterprise capital contributions. If you have any questions related to this matter or other legal issues, please contact NPLaw immediately for direct consultation and support from our team of lawyers.
