Q&A: Can Audited Financial Statements Serve as Proof of Capital Contribution for Business Registration Changes?
RegHub explainer by New MarketerLast updated:
Based on:Nghị định số 168/2025/NĐ-CP ngày 30/6/2025; Khoản 12 Điều 3; Điều 21 - Ministry of Finance
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A company asked the Ministry of Finance whether audited financial statements qualify as 'other documents proving completed capital contribution' under point d, clause 12, Article 3 of Decree 168/2025/ND-CP when filing to change its charter capital. The Ministry of Finance noted that Decree 168/2025/ND-CP sets out the types of documents that may serve as proof of capital contribution. However, rather than confirming or denying directly, the Ministry directed the company to contact the provincial Business Registration Authority where the company is headquartered, as that body is responsible for receiving filings and assessing their validity. In practice, audited financial statements may fall under the catch-all 'other documents' in point d, but this was not confirmed by the Ministry - companies should consult their provincial Business Registration Office directly.
Company's Question
The company is filing to change its charter capital under Article 44 of Decree 168/2025/ND-CP, which requires 'original or copy of documents proving capital contribution'. Clause 12, Article 3 of the same Decree lists the accepted documents:
- (a) Copy of member register or shareholder register
- (b) Copy of capital contribution certificate
- (c) Bank confirmation of funds transferred to the company's account
- (d) Other documents proving completion of capital contribution
The company asks: Does an audited financial statement qualify under category (d)?
Ministry of Finance Response
The Ministry cited clause 12, Article 3 and clauses 1–2, Article 21 of Decree 168/2025/ND-CP. The provincial Business Registration Authority is responsible for:
- Receiving filings
- Assessing the validity of registration documents
- Issuing or refusing business registration
- Guiding applicants on required documents and procedures
Ministry's conclusion: The company is directed to contact the provincial Business Registration Authority where the company is headquartered for specific guidance.
Practical Note
The Ministry of Finance did not directly confirm whether audited financial statements satisfy the requirement. Companies should consult their provincial Department of Planning and Investment (Business Registration Office) directly.