Proving capital contributions with financial statements is a matter of great concern for many businesses when carrying out procedures to change charter capital according to the latest regulations in 2026. In the context of increasingly stringent business registration regulations, determining whether audited financial statements have sufficient legal validity to replace money transfer documents plays a crucial role in ensuring the application is approved by the business registration authority. This article will provide a detailed analysis based on... Decree 168/2025/ND-CP and guidance from the authorities.
The role of financial statements in verifying registered capital.
In corporate governance, proving the actual contributions of members or shareholders is a mandatory legal obligation to ensure financial transparency. According to current regulations and the spirit of Decree 168/2025/ND-CP, financial statements are not only a picture of the business situation but also authentic evidence of the equity capital that has been raised.
Proof of capital contribution through financial statements allows regulatory authorities to compare the beginning and ending balances via Code 411 on the balance sheet to determine changes in charter capital. In particular, audited financial statements clearly present the relationship between increased assets such as cash, bank deposits, or fixed assets and actual contributed capital. To ensure this accuracy, businesses should refer to relevant sources. accounting consulting services Professionalism aims to perfect the accounting system before submitting it to the relevant authorities.
Regulations on documents proving capital contribution according to Decree 168/2025/ND-CP
Decree 168/2025/ND-CP, issued on June 30, 2025, has provided a new, more detailed legal framework regarding the types of documents required to prove the completion of capital contributions. Specifically, in Clause 12, Article 3 of Decree 168/2025/ND-CP, the Government has clearly defined the valid confirmation forms that businesses must comply with.
Below is a list of mandatory documents as stipulated in Decree 168/2025/ND-CP that businesses need to be aware of:
- A copy or extract of the membership register for a limited liability company or the shareholder register for a joint-stock company.
- Certificates of capital contribution have been issued to members corresponding to the value of assets contributed in accordance with Decree 168/2025/ND-CP.
- A bank confirmation letter regarding the transfer of funds into the business account (this is usually the most important document for cash capital contributions).
- Other documents proving the completion of capital contribution as stipulated by current law and guided by Decree 168/2025/ND-CP.
The addition of point d, clause 12, regarding "other documents" in Decree 168/2025/ND-CP opens up opportunities for businesses to prove capital contributions through financial statements via indirect but highly authentic evidence.
Are audited financial statements considered valid supporting documents?
Many businesses question whether audited financial statements are considered "other documents" under Decree 168/2025/ND-CP. From an accounting perspective, a report fully accepted by an independent auditor is the strongest evidence that an asset has actually been created.
However, according to feedback from authorities in March 2026, although financial statements are highly reliable, their acceptance as a complete replacement for money transfer confirmation documents still requires careful consideration based on Decree 168/2025/ND-CP. To optimize the application process and avoid legal risks, many entities have opted for alternative methods. full accounting service This ensures support from the accounting stage to dealings with tax authorities and the Department of Planning and Investment. This guarantees that the proof of capital contribution through financial statements always strictly complies with Decree 168/2025/ND-CP.
Authority to approve applications according to Decree 168/2025/ND-CP
According to Article 21 of Decree 168/2025/ND-CP, the Business Registration Office under the Department of Planning and Investment has the highest authority in determining the validity of the application. This agency is responsible for guiding businesses on the procedures for registering changes to business registration details in accordance with the spirit of Decree 168/2025/ND-CP.
Therefore, when providing proof of capital contribution using financial statements, businesses need to pay attention to the requirements of Decree 168/2025/ND-CP:
- You must contact the business registration authority directly to receive guidance on the application of Decree 168/2025/ND-CP for your specific case.
- Provincial authorities will compare the regulations of Decree 168/2025/ND-CP with the documents provided by businesses.
- Businesses are fully responsible before the law and the penalties of Decree 168/2025/ND-CP for the accuracy of their charter capital figures.
What documents are needed for a change in registered capital?
When increasing charter capital, enterprises must strictly comply with the requirements at point d, clause 1, Article 44 of Decree 168/2025/ND-CP. The dossier must include clear evidence of payment in accordance with the Enterprise Law and Decree 168/2025/ND-CP.
Below is a summary table of the required documents according to Decree 168/2025/ND-CP:
| Forms of capital contribution | Main supporting documents | Please note the regulations in accordance with Decree 168/2025/ND-CP. |
| Contribute in cash. | Receipt, Cash Inventory Report | This applies only to individuals as per regulations. |
| Contribution via bank transfer | Credit Notice, Balance Confirmation | The transfer must be made from the owner's account. |
| Contribute in kind (with assets). | Handover record, Certificate | A valid valuation certificate is required. |
| Using financial statements | Audited financial statements | This is clearly demonstrated in Code 411. |
Businesses should note that all supporting documents under Decree 168/2025/ND-CP must be originals or certified copies to ensure the highest legal validity.
Common mistakes when proving capital contributions using financial statements.
When proving capital contributions using financial statements, the following common errors often occur:
- The financial statements have not been audited by an independent entity, violating transparency requirements. The actual capital contributions on the balance sheet do not match the registered capital increase, leading authorities to question the feasibility of the transaction.
- Lack of documentation proving the origin of assets as required by regulations.
- The timing of the financial statements did not accurately reflect the 90-day deadline for capital contributions. Enterprise Law and Decree 168/2025/ND-CP.
Understanding the regulations will help businesses be more proactive in capital transactions and ensure sustainable legal compliance.
Conclude
In summary, for a capital increase application to be approved smoothly, businesses not only need to prepare a transparent financial report but also ensure consistency between the actual capital contribution and accounting data. Proactively updating and strictly complying with the regulations in Decree 168/2025/ND-CP will help businesses be more proactive in capital transactions and ensure sustainable legal compliance.
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Content production by: Mr. Le Hoang Tuyen – Founder & CEO MAN – Master Accountant Network, Vietnamese CPA Auditor with over 30 years of experience in Accounting, Auditing and Financial Consulting.
Frequently Asked Questions about Proof of Capital Contribution under Decree 168/2025/ND-CP
Are unaudited financial statements acceptable?
In accordance with Decree 168/2025/ND-CP, for businesses required to undergo auditing, unaudited financial statements will not be reliable enough to replace capital contribution documents. Other entities should prioritize auditing to enhance the persuasiveness of their documentation.
How is the 90-day capital contribution period calculated according to Decree 168/2025/ND-CP?
This period begins from the date the business is granted its Certificate of Business Registration. Any proof of capital contribution through financial statements after this period must clearly show that the actual payment took place within the 90-day timeframe.
Is a bank confirmation required when financial statements are already available?
Although Decree 168/2025/ND-CP allows the use of other documents, bank confirmation remains the most legally valid document for cash capital contributions. Financial statements usually serve as supporting evidence and a basis for verification by authorities to confirm the authenticity of the transaction.
