New rules about Report on contributed capital of public companies in Circular 19 / 2025 / TT-BTC is an important point, especially since previously (in Circular 118 / 2020 / TT-BTC or related documents) do not 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 reference impact on other enterprises in managing and reporting charter 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. Report Request
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Reporting deadline:
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For business operations under 10 yearsThe report on contributed charter capital must cover the entire period from establishment to the time of reporting.
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For business operations 10 years or more, the report must include the contributed charter capital balance at the time 10 year ago and changes since the date of the report.
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Required audit: The contributed charter capital report must be audited by an independent auditing organization to ensure accuracy and transparency.
2. Report content
The report on contributed charter capital is presented according to 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), capital surplus, total capital, and contributed capital after increase/decrease.
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Detailed notes:
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The time for changing capital is determined based on the date of issuance of the Certificate of Business Registration.
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If the company is not operating as a joint stock company at the time of capital contribution, the number of shares column will not be filled in.
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Capital reduction is recorded as a negative number in parentheses.
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Report explanation (pages 13-16):
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General information: Including form of capital ownership, main business lines, company structure, and legal information (Business registration certificate, company charter).
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Purpose of reporting: Clarify the reason for preparing the report (e.g. to register a public company).
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Applicable accounting standards and regimes: The Company must clearly state the applicable accounting regime (for example, Circular 200/2014/TT-BTC, Circular 53/2016/TT-BTC) and commit to comply with accounting standards.
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Accounting policy: Prescribes how to record and present owners' equity, based on accounting standards and legal documents.
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Capital contribution details:
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Opening balance: Including the founding capital (for businesses under 10 years old) or the balance at the previous 10 years (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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Increase/decrease capital during the period: List in detail each capital increase/decrease, including the legal basis (resolution, Business Registration Certificate), number of shareholders before and after the change, increase/decrease plan, and completion time.
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Ending balance: Summary of contributed charter capital at the time of reporting, with detailed appendix attached.
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Events occurring after the reporting period: The company must report events affecting its charter capital after the end of the reporting period (if any).
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Detailed appendix (Appendix I.1, I.2, I.3 – pages 17-19):
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Appendix I.1: Details of capital contribution, including shareholder/member name, position, number of shares, capital contribution value, ownership ratio, capital contribution method (cash, assets), capital contribution documents, and notes.
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Appendix I.2: Details of owner's equity at the time of reporting, including list of shareholders, number of shares, value of equity, and ownership ratio.
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Appendix I.3: Details of each capital increase, including shareholder information, number of shares, capital contribution value, capital contribution method, contributed assets, and related documents.
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3. Responsibility for reporting
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The report must be signed by reporter, chief accountant, and legal representative (with stamp), ensuring legality and responsibility.
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The Board of Directors/General Director is responsible for the accuracy and truthfulness of the report.
⚖️ Comparison with previous regulations
Previously, in Circular 118 / 2020 / TT-BTC or related documents, there are no detailed and standardized regulations on reporting contributed charter capital. Specifically:
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Lack of standardized reporting templates: Circular 118/2020/TT-BTC does not provide a specific report form or detailed instructions on the content and form of reporting contributed charter capital.
- No reporting deadline specified: There is no specific requirement that the charter capital report cover 10 years or from the date of establishment, making information on the history of charter capital incomplete.
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Lack of detailed explanation: There is no provision for providing detailed explanations of capital increases/decreases, legal basis, or shareholder information, leading to difficulties in checking and reconciling.
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Lack of detailed appendix: There are no standardized appendices to report information on founding capital, current capital, 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. References to other businesses (including joint stock companies or limited liability companies) in managing and reporting charter capital. Specifically:
1. Increase transparency and standardization
- This provision sets a higher standard of transparency in charter capital management: Non-public companies (but intending to convert to a public company or participate in the stock market) will be required to prepare a similar charter capital report, including an audit and detailed explanatory notes.
2. Increase leadership accountability
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The requirement for the signatures of the report preparer, chief accountant, and legal representative emphasizes the legal responsibility of the board of directors in ensuring the accuracy of charter capital information. This encourages other enterprises to also strengthen internal control and legal compliance when reporting capital.
3. Impact on capital related transactions
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Contribute capital to establish or increase capital: Other enterprises will need to refer to the detailed requirements in Circular 19/2025/TT-BTC (such as capital contribution documents, capital contribution methods, and explanations 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 the list of shareholders and details of capital contributions (Appendix I.2, I.3) help standardize information on shareholder structure, thereby supporting capital or share transfer transactions in other enterprises.
4. Encourage the application of independent audit
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Requiring the charter capital report to be independently audited sets a precedent for other enterprises (especially joint stock companies or large enterprises) to apply independent audits for financial statements and capital reports. This helps improve the quality of financial information and increase the trust of stakeholders (banks, investors, partners).
5. Reference in merger, acquisition, division, separation transactions
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The provisions on reporting contributed charter capital in the case of a company formed after a division, separation, consolidation or merger (Article 6, Clauses 2 and 3) set standards for enterprises conducting restructuring transactions. Other enterprises will need to refer to these requirements to prepare charter capital reports when conducting similar transactions.
🚀 Benefits and challenges of new regulations on Charter Capital Contribution Report
1. Benefits
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Increase transparency: Detailed and audited reporting helps minimize the risk of fraud or misreporting of capital.
- Investor protection: Clear information about capital contribution history and shareholder structure helps investors make more accurate investment decisions.
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Standardize the process: Detailed forms and instructions make it easy for businesses to comply and reduce errors.
2. Challenge
- High technical requirements: Preparing reports according to standardized forms and detailed explanations requires a highly qualified accounting team with in-depth understanding of accounting standards.
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Time pressure: Can be difficult for businesses with long operating histories or incomplete records.
🎯 Summary
New regulations on reporting contributed charter capital Circular 19 / 2025 / TT-BTC is an important 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 application of higher standards in charter capital management, financial auditing, and information transparency.
