To increase charter capital in Vietnam, the company's competent body approves the increase, the contributors pay in the additional capital, and only then does the company register the new charter capital with the provincial business registration office. The Law on Enterprises counts a 10-day filing window from the date the increase has been paid in (Article 68(4), for an LLC with two or more members) or from the date a share offering is completed (Article 123(4), for a joint-stock company). The registration office then has 3 working days from receipt of a valid file to issue a new Enterprise Registration Certificate, the ERC (Article 44(5) of Decree 168/2025/ND-CP).
For a foreign-invested company the charter capital increase procedure sits next to two others that are easy to confuse with it. The first is the Investment Registration Certificate (IRC), which records the project's investment capital, not the company's charter capital. The second is foreign exchange: cash contributed by investors has to arrive through an investment capital account. This guide follows the ERC route first and then adds the foreign-investment layers. For the concepts, see the handbook entries on charter capital versus investment capital, the IRC and the FDI company.
Scope: limited liability companies (LLCs) and unlisted joint-stock companies (JSCs); public companies, public offerings and partnerships are outside this article. On sources: we checked the Law on Enterprises against the August 2025 consolidated text, which already includes Law 03/2022/QH15 and Law 76/2025/QH15. Neither law amended the articles on capital increases (Articles 68, 87 and 123 to 126); among the articles cited here, Law 03/2022 only changed the title and opening words of Article 49, the title of Article 50 and how majorities are counted in Article 148(1) and (2), while Law 76 rewrote the prohibition on false declaration of charter capital (Article 16(5)). Law 89/2025/QH15 and Law 132/2025/QH15, which Decree 288/2026/ND-CP lists among its legal bases, we have not been able to check in full.
How to increase charter capital in Vietnam: steps and deadlines#
The charter capital increase procedure runs in this order: read the charter and choose the method (the charter must state the charter capital and each member's contribution, Article 24(2)(c) and (d), so an increase normally means amending it); pass the resolution at the right level, with quorum and majority; contribute or issue (cash goes into the company's account, other assets must be valued and transferred, Articles 35 and 36); file with the business registration office of the province where the company has its head office, with the fee (Articles 44(1), 31(1) and 34(1) of Decree 168/2025/ND-CP); receive the new ERC, the old one ceasing to be valid (Article 33(3)); then update the registers, capital contribution certificates, charter and beneficial ownership information. A foreign-invested company adds the steps in the foreign-invested section below.
The time limits: an LLC with two or more members files within 10 days from the date the increase has been paid in (Article 68(4)); a JSC registers within 10 days from completion of the share offering (Article 123(4)); for a single-member LLC whose owner contributes more the law sets no dedicated period and the general 10 days from the change applies (Article 30(2), our reading), and where it raises capital from others it is 10 days from completing the change (Article 87(2)(a)). The registration office reviews a valid file in 3 working days (Article 44(5)). Meetings, contributions and preparing the file are up to the company; a foreign-invested company adds up to 10 working days at the investment registration authority if registration of the contribution is required (Article 76(4), (5) of Decree 96/2026/ND-CP) and 7 working days for an IRC amendment (Article 56(2)). Decree 296/2026/ND-CP (in force from 23 July 2026) added clause 7 to Article 4: the registration office draws on existing databases and may not ask you to resubmit copies of the ERC, the IRC or the investment authority's document accepting the foreign contribution; if the data cannot be retrieved, the company supplies copies, and replacing papers with data applies only as announced on the national business registration portal.
Who approves the increase?#
| Company type | Deciding body | Majority (if the charter is silent) | Basis |
|---|---|---|---|
| LLC, two or more members | Members' Council decides the increase and the timing and method of raising capital | At a meeting: at least 65% of the contributed capital of the members present; amending the charter needs 75%. Written consent: members holding at least 65% of charter capital | Article 55(2)(b); Article 59(3)(a), (b) and (5) |
| Single-member LLC | The owner decides the form and amount | One person decides | Article 76(1)(h) and (2); Article 87(1) |
| JSC | The General Meeting of Shareholders decides the classes and total number of shares that may be offered; the Board of Directors decides the sale of unsold shares within that limit, and the price | At a meeting: at least 65% of the votes of shareholders present and voting for the classes and total number of shares; more than 50% for amending the charter. Written consent: more than 50% of the votes of all shareholders entitled to vote | Article 138(2)(b); Article 148(1)(a), (2) and (4); Article 153(2)(c), (d) |
For an LLC with two or more members, unless the charter provides otherwise, a resolution amending the charter must be passed by a vote at a meeting (Article 59(2)(a)), with at least 75% (Article 59(3)(b)); online meetings, electronic voting and ballots sent in all count as attendance (Article 59(4)), so an in-person meeting is not required. The decision to increase capital is itself within the Members' Council's powers and under the general rule needs at least 65% (Article 59(3)(a)), but charter capital is a main content item of the charter (Article 24(2)(c)), so an increase requires a charter amendment. Article 59(3) does not list capital increases separately, so combining the two items and applying 75% is our reading; the cautious course is to hold a meeting (online is fine), reach 75% and record both items in the minutes. For a JSC, a resolution on classes of shares, the total number of shares and charter amendments must likewise be voted at a meeting unless the charter provides otherwise (Article 147(2)(a), (c)), so written consent under Article 148(4) is available only if the charter allows it; a resolution adversely changing the rights of preference shareholders needs a separate majority of that class (Article 148(6)).
Quorum (unless the charter provides otherwise): the Members' Council needs members holding at least 65% of charter capital at the first meeting, 50% at the second and no minimum at the third (Article 58); the General Meeting needs shareholders representing more than 50% of voting shares at the first meeting, at least 33% at the second and no minimum at the third (Article 145). If the decision was taken by written consent, the law does not say what the registry accepts instead of minutes, so confirm in advance.
Increase charter capital in Vietnam through an LLC: more contributions or a new member#
An LLC with two or more members increases capital by members contributing more, or by admitting a new member (Article 68(1)). The additional capital is shared in proportion to existing contributions; members have a priority right to contribute (Article 49(1)(dd)) and may transfer it under Article 52. If a member does not contribute, or contributes only part, the shortfall is allocated to the other members in proportion to their contributions, unless they agree otherwise (Article 68(2)).
Illustration (assumed figures). Charter capital VND 10 billion: X VND 5 billion (50%), Y VND 3 billion (30%), Z VND 2 billion (20%). The Members' Council increases capital by VND 5 billion, with X to pay 2.5, Y 1.5 and Z 1 billion. Z does not contribute, so Z's VND 1 billion is split between X and Y in the ratio 50:30 (X adds 0.625, Y 0.375). Assuming X and Y pay what they are allocated, the result is X 54.17%, Y 32.5% and Z 13.33% of VND 15 billion; if they do not, the real increase is only VND 4 billion and the company registers only what was paid. Voting rights and profit shares follow contributions (Article 49(1)(b), (c)), so Z is not forced to contribute but is diluted from 20% to 13.33%.
For a new member: an LLC may have up to 50 members (Article 46(1)); a contributor becomes a member once it has paid and its details are entered in the register of members, and the company issues a capital contribution certificate when the contribution is complete (Article 47(5)). The file also needs the member list signed by the new member and by members whose holdings changed, proof of payment and, for an organisation, its legal papers, consularly legalised if foreign (Article 45(1) of Decree 168/2025/ND-CP). From 23 July 2026, an agent filing a change of members must complete electronic authentication, or the file includes a copy of the principal's identity document (Article 12(5), amended by Article 2 of Decree 296/2026/ND-CP). The price a new member pays is a commercial matter, and outside investors usually run legal due diligence first. A single-member LLC that raises money from others must reorganise as an LLC with two or more members or a JSC (Article 87(1) and (2)).
Increase charter capital in Vietnam through a JSC: share offerings#
A JSC increases charter capital by offering shares (Article 123(1)), to existing shareholders, by private placement or by public offering (Article 123(2)); public offerings follow securities law (Article 123(3)) and are outside this article. Charter capital is the total par value of shares sold, meaning paid for in full (Article 112(1) and (2)).
Offering to existing shareholders (Article 124): all the shares offered are sold to all shareholders in proportion to their holdings. The company notifies shareholders in writing at least 15 days before the subscription period ends, stating how many shares each may buy, the price and the subscription deadline, with a subscription form. A form not returned in time means the shareholder has not taken up its priority right, and shareholders may assign that right. Shares not taken up may be sold by the Board to shareholders and others on terms no more favourable than those offered to shareholders, unless the General Meeting agrees otherwise. Shares count as sold once paid in full and entered in the shareholder register (Article 124(2) to (5)).
Private placement (Article 125): no offering through mass media, and only to fewer than 100 investors (not counting professional securities investors) or only to professional securities investors (clause 1). Shareholders keep their priority right under Article 124(2) except in mergers and consolidations (clause 2(b)); the rest may be sold to others on terms no more favourable, unless the General Meeting agrees otherwise (clause 2(c)). A foreign investor buying must complete the procedures under the investment law (clause 3). The placement plan, pricing and filings are covered in private placement of shares in Vietnam.
Price. The Board sets the price. It may not be below the market price or the latest book value, except in the cases in Article 126, such as sales to all shareholders in proportion to their holdings or the first sale to someone who is not a founding shareholder. For unlisted shares, "market price" means the latest transaction price, the price agreed between buyer and seller, or a price set by a valuation organisation (Article 4(14)(b), amended by Law 76/2025/QH15). The amount above par does not form part of charter capital: selling 500,000 shares of par value VND 10,000 at VND 15,000 raises VND 7.5 billion but increases charter capital by only VND 5 billion (assumed figures).
The General Meeting may approve an offering in tranches and authorise the Board to register the increase after each tranche; the file then contains the General Meeting resolution stating the number of shares and the authorisation, and a Board resolution or decision after each tranche (Article 44(3) of Decree 168/2025/ND-CP). Buying existing shares from another shareholder is a transfer and does not increase charter capital (see the share transfer procedure in a JSC).
Capital contribution deadline: does the 90-day rule apply to an increase?#
The 90-day rule sits in Article 47(2) (LLC with two or more members), Article 75(2) (single-member LLC) and Article 113(1) (JSC). Each runs from the date the ERC is issued, excluding time to transport, import or complete formalities for contributed assets, and concerns capital committed "upon registration of the enterprise's establishment"; a JSC may have a shorter period if the charter or the share subscription contract says so. We found no provision of the Law on Enterprises that sets a 90-day contribution deadline for an increase made after the company has started operating. The law instead recognises an increase only once it has been paid in, and the actual capital contribution deadline comes from the resolution, the charter or the offering plan:
- LLC with two or more members: the law sets no number of days. The Members' Council decides the timing and method of raising capital, and members must contribute in full and on time what they committed (Article 55(2)(b); Article 50(1)); the 10 days in Article 68(4) is only the filing deadline once payment is complete. A single-member LLC has no separate deadline for an increase either (Article 87(1)).
- JSC: the offering notice states a "subscription deadline", meaning the deadline to return the subscription form (Article 124(2)(b)); the law sets no number of days for payment, so the payment deadline should be written into the offering plan and the form. Shares count as sold only when paid in full and entered in the register (Article 124(4)), then registration follows within 10 days (Article 123(4)).
Four consequences. Register only what has been paid: the proof of payment must correspond to the increase being registered (Article 44(1)(d)), so if the resolution says VND 5 billion but only VND 3 billion has arrived by the deadline, the cautious course is to register VND 3 billion, unless the resolution lets the company wait; an unpaid shortfall is reallocated in an LLC under Article 68(2), while in a JSC the shares stay unsold and the Board continues to sell within the authorised limit (Article 112(4); Article 153(2)(c)). Articles 47 and 113 do not apply automatically: loss of member or shareholder status by operation of law is written for capital committed at establishment; for an increase, put the consequence of non-payment in the resolution or the subscription agreement. Registered but not paid: Law 76/2025 rewrote Article 16(5) to prohibit "falsely declaring charter capital by failing to contribute the registered charter capital in full without registering an adjustment of charter capital as required by law"; false declaration is fined VND 20 million to VND 100 million depending on the amount, with an order to register charter capital equal to the capital actually paid (Article 47 of Decree 122/2021/ND-CP, not amended by Decree 288/2026/ND-CP), and the wording ("falsely declaring charter capital with a value of...") does not say whether the value is the whole registered capital or the unpaid part; we found no guidance or published penalty decision showing the calculation, and while the remedy of reducing to the amount actually paid suggests the "false" part is the unpaid part, that is still a reading. How to register the reduction is covered in reduce charter capital in Vietnam.
Filing, late-filing fines and what to do after the increase#
The file (Article 44(1) of Decree 168/2025/ND-CP) contains: an application to register a change in enterprise registration details; the resolution or decision of the owner, the Members' Council or the General Meeting on changing charter capital; minutes of the Members' Council meeting (LLC with two or more members); proof of contribution or share purchase paid in a corresponding amount, such as an extract of the register of members or shareholders, a capital contribution certificate, a bank confirmation of the transfer into the company's account, or another document proving completion of the contribution (Article 3(12)); and, if registration with the investment authority was required, its document accepting the contribution (see Article 4(7) above on retrieval from databases). The list does not mention the amended charter; the company should amend it internally and ask the local registry whether a copy must be filed. Foreign-language documents need a Vietnamese translation with the translator's signature certified from 23 July 2026 (Article 10(2) of Decree 168/2025/ND-CP; Article 19(1) of Decree 296/2026/ND-CP).
A late filing is fined under Article 44 of Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP (in force from 21 July 2026): a warning for 1 to 10 days late; VND 10 to 20 million for 11 to 30 days; VND 30 to 40 million for 31 to 90 days; VND 50 to 60 million for 91 days or more; and VND 30 to 70 million, plus an order to register, for not registering at all. Count from the day the increase is paid in.
After filing, an LLC updates its register of members (Article 48) and issues capital contribution certificates (Article 47(5)); a JSC updates its shareholder register (Article 122). Failing to enter contributors' or shareholders' details in the register is fined VND 40 to 70 million (Article 52(2)(dd) of Decree 122/2021/ND-CP, added by Article 5 of Decree 288/2026/ND-CP); failing to issue the certificates or keep the register is in points (a) and (b) of the same clause, and under the amended opening words of clause 2 the fine is also VND 40 to 70 million (our reading, to be confirmed). A change in beneficial ownership must be notified within 10 days (Article 52(1) of Decree 168/2025/ND-CP; criteria in Article 17, amended by Article 3 of Decree 296/2026/ND-CP; see the handbook entry on beneficial owners). Contributors must comply with Article 34(2) of the Law on Enterprises on contributed assets and may not hold a contribution in someone else's name (Article 4(1) of Decree 168/2025/ND-CP, as amended by Article 1 of Decree 296/2026/ND-CP). Ignoring priority rights (Article 49(1)(dd); Article 124; Article 125(2)(b)), selling below the price floor in Article 126, or valuing contributed assets without support (the difference must be made up, Article 36(3)) are where resolutions are most often challenged.
Foreign-invested company: what to add when you increase charter capital in Vietnam#
A foreign-invested company goes through everything above and then adds four layers.
1. Charter capital is not investment capital. The charter capital of a company set up by a foreign investor to implement a project need not equal the project's investment capital (Article 72(5) of Decree 96/2026/ND-CP), while the IRC records the project's investment capital and the schedule for contributing and mobilising it (Article 37(6) and (8)(a)). So a charter capital increase does not automatically change the IRC, and the reverse is also true; using the project's total investment capital as the charter capital is a common mistake.
2. Register the contribution before the members or shareholders change. A foreign investor must register its capital contribution or share purchase with the investment registration authority if one of three cases applies (Article 21(3) of the Law on Investment): (a) the contribution increases foreign investors' ownership in a company in a business line with conditional market access for foreign investors; (b) it leads a foreign investor, or an economic organisation treated as foreign under Article 20(1), to hold more than 50% of charter capital, either by rising from 50% or less to above 50%, or by increasing a stake that is already above 50%; (c) the company holds a land use right certificate on islands, in border or coastal areas, or in other areas affecting national defence and security. "Contribution" includes contributing capital to an LLC and buying newly issued shares of a JSC (Article 74(1)(a), (b) of Decree 96/2026/ND-CP), so a capital increase is within scope; the investor must also meet market access, defence and security, and land conditions (Article 21(2); Article 75(4)).
Cases (a) and (b) depend on ownership percentages; case (c) does not. Our reading: when every member contributes pro rata, foreign ownership does not move, so (a) and (b) are unlikely, but pro rata contribution does not get you out of (c); if a member does not contribute and the foreign share rises, or a new foreign investor joins, check all three. Illustration (assumed figures): a foreign parent, Company A, holds 60% of an LLC with charter capital of VND 10 billion and a local partner, B, 40%; the Members' Council increases capital by VND 5 billion, B does not contribute and A pays all of it (Article 68(2)), taking A to VND 11 billion of 15, or 73.33%. Point (b) of Article 21(3) of the Investment Law has two limbs: a foreign investor's stake rising from 50% or below to above 50%, and a foreign investor's stake rising when it already holds more than 50%. A already holds 60% and goes to 73.33%, so on the plain wording the second limb applies and A falls within the contribution-registration requirement of Article 21(3).
The investment authority has 10 working days from a valid file for cases (a) and (b); case (c) follows its own procedure in Article 76(5); once accepted, the company files the change at the business registration office (Article 76(3), (4) and (6); see a foreign investor buying shares or an LLC stake). An unlisted JSC issuing shares privately to a foreign investor also notifies the registration office of the change in foreign shareholders, with proof of contribution (Article 51(1) of Decree 168/2025/ND-CP, point (c) amended by Article 10 of Decree 296/2026/ND-CP); the list does not separately name an existing foreign shareholder buying under its priority right, so ask the registry. The two procedures may be combined in one file (Article 4(6)) but carry two deadlines: 10 days from the change (Article 31(3) of the Law on Enterprises, cited in Article 51) and 3 working days (Article 176(3), amended by Article 1(22) of Law 76/2025/QH15, and Article 54(1)). The texts do not say whether one filing can satisfy both; our recommendation is to file within the shorter period.
3. The investment capital account. From 18 August 2026, Circular 38/2026/TT-NHNN replaces Circular 06/2019/TT-NHNN (Article 18(1), (2)). It applies to economic organisations with foreign investment capital under Article 6(1) (organisations established by foreign investors, or in which a foreign investor holds more than 50% of charter capital) and to both foreign and domestic investors contributing capital to them (Article 2(2)); if an increase takes a foreign investor above 50%, the company must open the account (Article 7(6)). Cash contributions by investors, domestic investors included, must be paid by transfer into the investment capital account (Article 3(3) gives the short name), in foreign currency or in dong (Article 4(4)); wiring funds outside it is a common mistake. A company that opened an ordinary payment account to receive charter capital before 18 August 2026 may move the money into an investment capital account (Article 19(1)).
Article 4(5) allows the investor to transfer money into the account before the company files to register the charter capital increase. We infer that the bank documents can then serve as proof of contribution in the ERC file; that is an inference, not the Circular's wording, and the Circular does not set the order relative to the resolution. Where the increase falls within the three cases requiring registration, the text does not say whether money may be transferred before the investment authority's acceptance (Article 4(1) ties contributions to the notice that the investor meets contribution conditions, except in the Article 4(5) case); confirm with the bank and the investment authority.
4. Amending the IRC. The IRC must be amended when an adjustment changes the main content of the project recorded on it (Article 33(2) of the Law on Investment); if the increase goes together with a higher total investment capital for the project, consider an amendment, and an additional security deposit or guarantee may be required except in the cases excluded by Article 27(11). For a project not subject to approval of the investment policy, Article 56(1) of Decree 96/2026/ND-CP covers only changes of project name or investor name, updates of the schedule and operating term under Article 28(5) (late land allocation or handover), and updates of location data after the administrative-unit reorganisation (3 working days). Any other adjustment, including a change in the contribution schedule generally, follows Article 52(1), and the authority amends the IRC within 7 working days of a valid file (Article 56(2)). The law does not say that every change in the contribution schedule on the IRC needs an amendment, and practice may vary by province.
Capitalise retained earnings: what the law says and the tax#
A company can also raise charter capital without new cash by moving accumulated profit into contributed capital. In the articles of the Law on Enterprises we read, there is no provision describing a procedure to capitalise retained earnings in an LLC or in a non-public JSC. The pieces that exist (how they fit is our reading): an LLC may distribute profit only after meeting tax obligations and ensuring it can pay its debts as they fall due (Article 69); a JSC may pay a dividend only after completing tax obligations, setting aside its funds and covering earlier losses, and when it can still pay debts (Article 135(2)); a sole owner decides how to use after-tax profit (Article 76(1)(l)). Article 135(3) allows a dividend to be paid in shares, while Law 76/2025 rewrote Article 4(5) so that a dividend is after-tax profit paid in cash or other assets; we found nothing explaining how the two relate and have not checked securities law, so confirm with the registry.
In an LLC, the Members' Council approves the profit distribution plan (Article 55(2)(g)) and decides the capital increase (Article 55(2)(b)). One approach is to record each member's share of profit as an additional contribution by that same member, which leaves ownership percentages unchanged; the Law on Enterprises does not describe this sequence, while tax law does refer to "profit credited to capital" (Article 52(5) of Decree 253/2026/ND-CP). Article 3(12) of Decree 168/2025/ND-CP includes "other documents proving completion of the contribution"; with no bank transfer, we think that means the profit distribution resolution, the approved financial statements and the accounting entry moving after-tax profit into contributed capital, but the law does not list them, so ask the registry first.
Tax on a resident individual member under Decree 253/2026/ND-CP (in force from 1 July 2026): the rate for investment income is 5% (Article 52(1)); an individual who owns a single-member limited liability company is exempt on income received after the company has paid CIT (Article 4(21) of Law 109/2025/QH15; Article 39 of Decree 253). For profit credited to capital, no personal income tax is due when the capital is recorded; on a transfer, withdrawal of capital or dissolution the individual pays investment-income tax on the capitalised amount too, plus tax on the capital transfer; on a transfer or withdrawal of part of the capital, investment-income tax is paid until it equals the capitalised profit (Article 52(5)). For share dividends received by an existing shareholder from owners' equity, tax likewise arises on transfer, not on receipt, and the taxable income is the book value of the dividend or the number of shares received multiplied by par value (Article 52(4)). Organisations and non-resident individuals follow other rules not covered here; see capital transfer tax and our guide to the transfer of capital contribution.
Our service on amending the IRC and the ERC includes deciding which changes need an amended IRC and which need only a change of enterprise registration details, preparing the files and following them to a result.
