New rules about Report on contributed charter capital of public companies in Circular 19 / 2025 / TT-BTC This is an important highlight, especially because previously (in Circular 118 / 2020 / TT-BTC (or related documents) do not yet have detailed and standardized regulations on the preparation and submission of this report.
The new regulations not only enhance the transparency and accountability of public companies but also have a referential impact on other businesses in managing and reporting their capital. Below is a detailed analysis of the new regulations and the differences compared to the previous ones:
📌 New regulations on reporting contributed charter capital of public companies
1. Request for report
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Reporting deadline:
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For operating businesses under 10 yearsThe report on contributed capital must cover the entire period from the company's establishment to the time of preparing the report.
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For operating businesses 10 years or moreThe report must include the balance of contributed capital at the time. 10 year ago and the changes from then until the time of this report.
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Mandatory auditThe report on contributed charter capital must be audited by an independent auditing organization to ensure accuracy and transparency.
2. Report content
The report on contributed capital is presented as follows: Sample in Appendix I, include:
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Main report (page 12):
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Information columns: Time, content (beginning balance, capital increase/decrease, ending balance), explanation, number of shares, contributed capital (at par value), share premium, total capital, and contributed capital after increase/decrease.
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Detailed notes:
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The time of capital change is determined based on the date of issuance of the Business Registration Certificate.
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If the company was not operating as a joint-stock company at the time of capital contribution, the column for the number of shares will not be filled in.
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Capital reductions are recorded as negative numbers in parentheses.
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Explanation of the report (pages 13-16):
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General informationThis includes the form of capital ownership, main business activities, company structure, and legal information (Business Registration Certificate, company charter).
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Purpose of preparing the report: Clarify the reason for preparing the report (e.g., to register the company as a public company).
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Applicable accounting standards and regulations: The company must clearly state the accounting system applied (e.g., Circular 200/2014/TT-BTC, Circular 53/2016/TT-BTC) and commit to complying with the accounting standards.
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Accounting policy: Regulations govern how owner's equity contributions are recorded and presented, based on accounting standards and legal documents.
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Details of capital contribution:
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Beginning balance: This includes the initial capital contribution (for businesses less than 10 years old) or the balance as of 10 years prior (for businesses over 10 years old), along with legal basis such as meeting minutes, resolutions, business registration certificate, and company charter.
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Capital increase/decrease during the period: Provide a detailed list of each capital increase/decrease, including the legal basis (resolution, business registration certificate), the number of shareholders before and after the change, the increase/decrease plan, and the completion date.
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Ending balance: Summarize the contributed charter capital at the time of preparing the report, with a detailed appendix.
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Events occurring after the reporting period: The company must report any events affecting its registered capital after the end of the reporting period (if any).
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Detailed Appendix (Appendices I.1, I.2, I.3 – pages 17-19):
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Appendix I.1: Details of the capital contribution include the name of the shareholder/member, their position, the number of shares, the value of the capital contribution, the ownership percentage, the method of capital contribution (cash, assets), the capital contribution documents, and notes.
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Appendix I.2: Details of owner's equity at the time of reporting, including a list of shareholders, number of shares, value of equity contribution, and ownership percentage.
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Appendix I.3: Details of each capital increase, including shareholder information, number of shares, value of capital contribution, method of capital contribution, contributed assets, and related documents.
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3. Report preparation responsibilities
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The report must be signed by report preparer, chief accountant, and legal representative (with seal), ensuring legal validity and accountability.
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The Board of Directors/General Manager is responsible for the accuracy and truthfulness of the report.
⚖️ Compared to previous regulations
Previously, in Circular 118 / 2020 / TT-BTC or related documents, there are no detailed and standardized regulations regarding reporting of contributed charter capital. Specifically:
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Lack of standardized reporting templates: Circular 118/2020/TT-BTC does not provide a specific report template or detailed guidance on the content and format of reports on contributed charter capital.
- No reporting deadline is specified.: There is no specific requirement to report registered capital covering 10 years or from the time of establishment, resulting in incomplete information about the history of registered capital.
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Lack of detailed explanation: There are no regulations requiring detailed disclosure of capital increases/decreases, legal basis, or shareholder information, leading to difficulties in verification and comparison.
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Missing detailed appendix: There are no standardized appendices for reporting information on initial capital contributions, current capital contributions, or capital increases.
🔁 Reference impact on other businesses
The new regulations on reporting contributed charter capital in Circular 19/2025/TT-BTC only apply to public companies; however, this standardization also has an impact. referencing other businesses (including joint-stock companies or limited liability companies) in the management and reporting of charter capital. Specifically:
1. Increase transparency and standardization.
- This regulation sets a higher standard for transparency in the management of charter capital: Businesses that are not publicly traded companies (but intend to convert into publicly traded companies or enter the stock market) will have to prepare a similar capital statement, including audits and detailed disclosures.
2. Increase the accountability of the leadership team.
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The requirement for signatures from the report preparer, chief accountant, and legal representative emphasizes the management's legal responsibility in ensuring the accuracy of registered capital information. This encourages other businesses to also strengthen internal controls and comply with the law when reporting capital.
3. Impact on capital-related transactions
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Contributing capital to establish or increase capital: Other businesses will need to refer to the detailed requirements in Circular 19/2025/TT-BTC (such as capital contribution documents, capital contribution methods, and disclosure of contributed assets) to ensure legality and transparency when making capital contributions or increasing capital.
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Transfer of capital or shares: Regulations on shareholder lists and capital contribution details (Appendices I.2, I.3) help standardize information on shareholder structure, thereby supporting transactions involving the transfer of capital or shares in other businesses.
4. Encouraging the adoption of independent audits.
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Requiring independent audits of registered capital reports sets a precedent for other businesses (especially joint-stock companies or large enterprises) to adopt independent audits for their financial statements and capital reports. This helps improve the quality of financial information and increase the confidence of stakeholders (banks, investors, partners).
5. References in merger, acquisition, split, and separation transactions.
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The regulations on reporting contributed charter capital in cases where a company is formed after division, separation, merger, or acquisition (Article 6, Clauses 2 and 3) set a standard for businesses carrying out restructuring transactions. Other businesses will need to refer to these requirements to prepare their charter capital reports when conducting similar transactions.
🚀 Benefits and challenges of the new regulations on reporting charter capital contributions
1. Benefits
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Increase transparency: Detailed and audited reports help minimize the risk of fraud or misreporting of registered capital.
- Investor protection: Clear information about the history of capital contributions and shareholder structure helps investors make more accurate investment decisions.
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Process standardization: Detailed forms and guidelines make it easier for businesses to comply and minimize errors.
2. Challenge
- High technical requirementsPreparing standardized reports and detailed explanations requires a highly qualified accounting team with a deep understanding of accounting standards.
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Time pressureThis can be challenging for businesses with a long operating history or incomplete records.
🎯 Summary
New regulations on reporting contributed charter capital in Circular 19 / 2025 / TT-BTC This is a significant step forward in standardizing and enhancing transparency in the management of charter capital of public companies. Compared to before, this regulation provides detailed reporting templates, requires independent audits, and sets clear reporting deadlines (10 years or from the date of establishment).
This regulation not only affects public companies but also has a referential impact on other businesses, encouraging the adoption of higher standards in capital management, financial auditing, and information transparency.