ÁN LỆ SỐ 78/2025/AL: VỀ XÁC ĐỊNH MỤC ĐÍCH GÓP VỐN VÀO CÔNG TY / CASE LAW NO. 78/2025/AL: ON THE DETE

Adopted by the Council of Justices of the Supreme People’s Court on December 24, 2025, and promulgated under Decision No. 339a/QĐ-CA dated December 25, 2025 of the Chief Justice of the Supreme People’s Court.

Source of the Case Law:

Cassation Decision No. 17/2022/KDTM-GĐT dated December 13, 2022 of the Council of Justices of the Supreme People’s Court concerning the business and commercial case “Dispute between a Company Member and the Company” between the plaintiff, Mr. Trần Mạnh H, and the defendant, Đ Limited Liability Company.

Location of the Relevant Content in the Case Law:

Paragraphs 4, 5, and 7 of the section “The Court’s Assessment”

Summary of the Case Law:

Case Law scenario:

The company had already been duly incorporated, and its Enterprise Registration Certificate specified the capital-contributing members and the charter capital. Thereafter, the capital contributor and the company entered into an agreement regarding capital contribution and profit distribution; however, they did not reach any agreement concerning an increase in the company’s charter capital. The Enterprise Registration Certificate did not reflect any increase in charter capital.

Legal solution:

In this circumstance, the Court must determine that the capital contribution was made for business purposes and not for the purpose of increasing the company’s charter capital.

Relevant legal provision:

Clause 13, Article 4 of the Law on Enterprises 2014 (corresponding to Clause 18, Article 4 of the Law on Enterprises 2020, as amended and supplemented in 2022 and 2025).

Keywords:

“Capital contribution”; “No agreement on charter capital contribution”; “Capital contribution for business purposes.”

Link for reading: CASELAW No 78/2025/AL