Charter capital and capital contribution: how much, by when, through which account, in what form, and what happens if the deadline is missed

Three figures that are easily confused

Charter capital (vốn điều lệ) is the equity the owners commit to the company, recorded in the charter and on the Enterprise Registration Certificate; it is the figure against which members' percentages, voting rights and dividend entitlements are measured. Legal capital (vốn pháp định) is a statutory minimum that applies only in regulated sectors: commercial banks (VND 3,000 billion), insurers, securities companies and fund managers, real estate businesses (20% of a project's capital for projects under 20 hectares, 15% above, under the Law on Real Estate Business), airlines, some transport and education activities, labour sub-leasing and a few others. Outside those sectors there is no minimum and founders set the figure. Total investment capital (vốn đầu tư) is the figure in the IRC for the whole project, made up of charter capital plus borrowed capital; it signals financial capacity to the licensing authority and caps the foreign loans the company can register with the State Bank (Chapter 6).

Setting charter capital too low invites questions at the IRC stage, starves the company and forces early shareholder loans that need registration; setting it too high creates a 90-day funding problem and locks equity in that can be returned only after two years and only if the company remains solvent. The usual approach is to set charter capital at the equity the business plan needs for the first 12 to 18 months and total investment capital at the full project cost including loans.

The 90-day rule

Under Articles 47 (multi-member LLC), 75 (single-member LLC) and 113 (JSC) of the Law on Enterprises, the members, the owner or the subscribing shareholders must pay the registered charter capital in full within 90 days of the issue of the Enterprise Registration Certificate, excluding the time needed to transport or import assets contributed in kind and to complete the administrative procedures for transferring title to them. The rule applies equally to Vietnamese founders. The IRC's schedule for funding the wider project is separate and may extend over years, but the charter capital portion falls due within the 90 days; on the company-first route under Article 72 of Decree No. 96/2026/ND-CP the 90 days run from the ERC even though the IRC may be months away (The Investment Registration Certificate). A member's rights and obligations in proportion to its contribution arise only once the contribution is made.

If the capital is not paid in time

The consequences are automatic and then procedural. A member who has not paid at all ceases to be a member in respect of the unpaid contribution; a member who has paid part holds rights in proportion to the part paid; and the unpaid part is offered to the other members, or, in a JSC, the unsubscribed shares may be offered for sale by the board. Within 30 days after the end of the 90-day period the company must register a reduction of charter capital to the amount actually paid and adjust the members' or shareholders' percentages. Until that registration the members or shareholders remain liable, in proportion to their committed contributions, for the company's financial obligations arising before the reduction. Law No. 76/2025/QH15 added teeth: declaring charter capital falsely by failing to contribute the registered amount without registering the reduction is now a prohibited act under the Law on Enterprises itself, with administrative penalties and, in serious cases, revocation of the ERC, and the rules on valuing contributed assets were tightened at the same time. A mismatch between registered and paid capital is also one of the first things a buyer's due diligence, a bank's credit committee or the tax authority will find, and it undermines the company's position in any dispute about members' rights.

The investment capital account

A foreign investor contributes capital by bank transfer into the company's investment capital account (tài khoản vốn đầu tư), which Circular No. 38/2026/TT-NHNN, in force from 18 August 2026 and replacing Circular No. 06/2019/TT-NHNN, requires every foreign-invested company to open at one licensed bank in Vietnam and to use for capital contributions, payments for share and capital transfers between a foreign and a Vietnamese party, the remittance of profits and the repatriation of capital on divestment or liquidation. One account is opened per currency, and the account can now be opened before the IRC issues, which removed a timing trap on the company-first route. Moving the account to another bank requires closing the old one and transferring the balance. Contributions that bypass the account, for example a transfer to the ordinary current account or a payment made on the company's behalf abroad, do not count as registered capital for later remittance, and the bank advices for each contribution should be kept for the life of the investment. A Vietnamese investor may contribute its own foreign currency through the same account.

Contributions in kind

Capital may be contributed in Vietnamese dong, in freely convertible foreign currency, in gold, in land use rights, in intellectual property rights, in technology or know-how, or in other assets that can be valued in dong and lawfully transferred. In-kind assets must be valued either by unanimous agreement of the founders or by a licensed valuation organisation whose valuation the founders approve, with the valuation recorded in the charter; if an asset is valued above its actual value at the time of contribution, the contributors are jointly liable to make up the difference and for any loss caused by the deliberate overvaluation. Title must be transferred to the company: land use rights by registration at the land registration office (and, for a sublease in an industrial park, with the developer's consent), vehicles and registrable assets by re-registration, and intellectual property by recordal at the IP Office. Imported machinery contributed as capital may be exempt from import duty where the project qualifies (Investment incentives). The practical risk in joint ventures is a Vietnamese partner's land or an existing factory contributed at an optimistic value; an independent valuation and a representation on title are the usual protections.

Increasing and reducing capital

Capital is increased by further contributions from existing members or shareholders, by admitting new ones, or, in a JSC, by issuing new shares including by private placement to fewer than 100 investors; the increase is registered within ten days of the decision and, for a foreign-invested company, usually requires an adjustment of the IRC where the project's capital figure changes and Article 21 registration where foreign ownership crosses a threshold. Capital is reduced by returning part of the contributed capital to members or shareholders after at least two years of continuous operation and only if the company can still pay its debts and other liabilities in full; by the company repurchasing capital contributions or shares; or because capital was not paid in time. Law No. 76/2025/QH15 also capped private bond issues by non-public joint stock companies: total liabilities, including the new bonds, may not exceed five times owners' equity in the latest audited annual financial statements, with exemptions for State-owned enterprises, bonds issued to fund real estate projects, credit institutions, insurers, reinsurers and insurance brokers, securities companies and fund management companies. An LLC may issue bonds without that cap but is subject to the general corporate-bond rules under the securities legislation.

Nominees

Decree No. 296/2026/ND-CP, in force from 23 July 2026, expressly prohibits holding capital or shares in another person's name, and the beneficial ownership rules require the real owner to be declared (Beneficial ownership and transparency). Nominee structures used to work around foreign market access caps or to keep a company at 50% are therefore unlawful on both counts; the nominee contract is likely to be unenforceable in a Vietnamese court or arbitration as contrary to a prohibition of law, the foreign principal may be unable to recover the stake, and both parties face administrative penalties. A foreign investor that cannot lawfully own the stake it wants should structure within the law: a joint venture within the cap, a business cooperation contract, convertible instruments that take effect when the law permits, or commercial arrangements that do not amount to ownership or control.