Charter capital in Vietnam: contribution, changes and how it differs from investment capital

What is charter capital in Vietnam?

Charter capital is the capital the owners of a company commit to put into it when it is established, written in the charter and shown on the Enterprise Registration Certificate (ERC). Clause 34, Article 4 of the Law on Enterprises 59/2020/QH14 defines it as the total value of assets that the members or owner have contributed or undertaken to contribute on establishing a limited liability company or partnership, and as the total par value of shares sold or registered for purchase on establishing a joint stock company. The word "undertaken" matters: the figure registered on day one is a promise, which is why the law sets a deadline and consequences for keeping it.

How it is built, by company type:

• Limited liability company with two or more members: the total value of contributions the members commit to and write in the charter (Clause 1, Article 47).
• Single-member limited liability company: the total value of assets the owner commits to contribute (Clause 1, Article 75).
• Joint stock company: the total par value of shares sold; at establishment, the total par value of shares registered for purchase (Clause 1, Article 112).

Charter capital is a content item of the ERC (Clause 4, Article 28), so every change goes through the business registration authority. The owners' liability is also tied to it: members of a limited liability company with two or more members and shareholders are liable within the capital they have contributed (Clause 1, Article 46, except as provided in Clause 4, Article 47; Point c, Clause 1, Article 111), while the owner of a single-member company is liable within the charter capital (Clause 1, Article 74). That limit does not shield capital that was promised but not paid: a person who has not paid, or has paid short, remains liable in proportion to the commitment (for a shareholder, up to the total par value of shares registered) for the company's financial obligations arising before the adjustment of charter capital is registered (Clause 4, Article 47; Clause 4, Article 113), and the owner of a single-member company is liable with all personal assets if the capital is not paid, paid short or paid late (Clause 4, Article 75).

How does charter capital in Vietnam differ from contributed capital, investment capital and legal capital?

These four terms are often mixed up in filings and in online guides. Each answers a different question.

The Law on Enterprises does not use the term legal capital and sets no general minimum. If your business line is a conditional one, check the sector's own rules, starting with conditional business lines in Vietnam. This entry quotes no legal capital figure.

What is charter capital in Vietnam for a foreign investor's project? Must it equal investment capital?

This is where older guides go wrong most often. A foreign-invested company carries two sets of figures: one in the enterprise file (charter capital) and one in the investment file (project investment capital). They do not have to match.

• The rule. The charter capital of an economic organisation set up by a foreign investor to carry out a project does not have to equal the project's investment capital. The organisation contributes capital and mobilises other sources of capital to carry out the project according to the schedule in the IRC (Clause 5, Article 72 of Decree 96/2026/ND-CP).
• Investment capital on the IRC. The IRC records the project's investment capital, made up of the investor's contributed capital and mobilised capital, and the schedule for contributing and mobilising capital (Clause 6 and Point a, Clause 8, Article 37). See the Investment Registration Certificate.
• Two routes, one 90-day clock. A foreign investor may obtain the IRC first and set up the company afterwards, in which case the company becomes the investor from the date its ERC is issued (Clause 2, Article 72). Or it may set up the company first, then complete the IRC procedure within 12 months and start the project only after the IRC is issued (Clauses 1 and 4, Article 72; Clause 2, Article 19 of the Law on Investment). LexData has seen no provision that waives or extends the 90-day contribution period of the Law on Enterprises for a company set up before its IRC, so that period still runs from the ERC even if the company is not yet allowed to start the project. Clause 5 of Article 72 deals with the schedule for contributing and mobilising capital to carry out the project under the IRC; the IRC schedule should not be used to stretch the 90-day period for charter capital. In the company-first route, register charter capital the company can actually pay in at once, not the full expected project cost.
• Two separate filings. Increasing charter capital is an enterprise registration procedure; adjusting project investment capital or the contribution schedule on the IRC is an investment procedure (Clause 2, Article 33 of the Law on Investment; Article 56 of Decree 96/2026/ND-CP). The law does not say every change to the contribution schedule requires an IRC adjustment, so confirm each case with the investment registration authority.

Where the increase comes from a foreign investor buying more shares or contributing more capital, some cases require registering the capital contribution with the investment registration authority before the members or shareholders change (Clause 3, Article 21 of the Law on Investment; Article 76 of Decree 96/2026/ND-CP). See what is an FDI company in Vietnam. Foreign-exchange rules on moving money into Vietnam also apply and are outside this entry.

What happens if charter capital in Vietnam is not fully contributed within 90 days?

The law separates registering capital from paying it. After the ERC is issued, members and shareholders must contribute in full and in the type of asset they promised within 90 days. Time to transport or import assets and to complete transfer procedures does not count (Clause 2, Article 47; Clause 2, Article 75; Clause 1, Article 113). In a company with two or more members, a member may pay in a different type of asset from the one promised only with the approval of more than 50% of the remaining members (Clause 2, Article 47). During the 90 days, a member's rights and obligations follow the proportion of capital committed (Clause 2, Article 47), and shareholders' votes are counted on the ordinary shares registered for purchase unless the charter provides otherwise (Clause 2, Article 113).

Three further points:

• No nominee contributions. Owners, shareholders and members must comply with Clause 2, Article 34 and must not contribute in another person's name (Clause 1, Article 4 of Decree 168/2025/ND-CP, as amended by Article 1 of Decree 296/2026/ND-CP).
• Filing. For a joint stock company where a founding shareholder has not paid or has paid only in part, the company notifies the change in founding shareholder details within 30 days of the end of the payment period (Clause 2, Article 50 of Decree 168/2025/ND-CP). Proof of contribution may be 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 equivalent document (Clause 12, Article 3 of Decree 168/2025/ND-CP).
• The prohibition after Law 76/2025/QH15. Clause 5, Article 16 now prohibits "falsely declaring charter capital by failing to contribute the registered charter capital in full without registering an adjustment of charter capital". The 2020 text prohibited, in general terms, falsely declaring charter capital and failing to contribute the registered charter capital in full. On the new wording, the prohibited conduct is tied to failing to pay in full without registering an adjustment of charter capital as required; the deadline to register the adjustment is 30 days (Clause 4, Article 47; Clause 3, Article 75; Point d, Clause 3, Article 113). The law states no further condition beyond that wording.

How are non-cash contributions valued and transferred?

Contributed assets may be Vietnamese dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, know-how and other assets that can be valued in dong. Only a lawful owner or lawful user of the asset may contribute it (Article 34). Three rules matter:

• Transfer of ownership. A contribution counts as paid only once lawful ownership has passed to the company (Clause 3, Article 35). Registered assets need a registered transfer; unregistered assets need a signed handover record unless contributed through an account (Clause 1, Article 35).
• Valuation. Assets other than dong, freely convertible foreign currency or gold must be valued by the members, the founding shareholders or an appraisal organisation. If an appraiser is used on establishment, its value needs the approval of more than 50% of members or founding shareholders (Clauses 1 and 2, Article 36).
• Overvaluation. If the valuation is higher than the real value, members or founding shareholders are jointly liable to top up the difference and for losses caused by deliberate overvaluation (Clause 2, Article 36). Deliberately valuing contributed assets incorrectly is also a prohibited act (Clause 5, Article 16). A limited liability company must open its register of members immediately after the ERC is issued and issue a capital contribution certificate once a member has paid in full (Clause 5, Article 47; Article 48). A joint stock company keeps a register of shareholders (Article 122). Failing to do so is fined separately (see the fines section).

How can charter capital in Vietnam be increased or reduced?

Increase. A limited liability company with two or more members increases capital when members contribute more or new members join (Clause 1, Article 68); a single-member company increases it when the owner contributes more or raises capital from others (Clause 1, Article 87); a joint stock company increases it by offering shares (Clause 1, Article 123). The 10-day deadline is not the same in every case:

• A limited liability company with two or more members notifies the increase or reduction in writing within 10 days of its being fully paid. This does not apply to a reduction caused by capital not being paid in full and on time, which follows the 30-day rule above (Clause 4 and Point c, Clause 3, Article 68).
• A joint stock company registers the change in charter capital within 10 days of completing the share sale (Clause 4, Article 123). When it repurchases shares, it registers the matching reduction within 10 days of completing payment for the repurchase, unless securities law provides otherwise (Clause 2, Article 134).
• A single-member company that raises capital from others and moves to a company with two or more members notifies the change in its registration details within 10 days of completing the change in charter capital (Point a, Clause 2, Article 87); a conversion into a joint stock company follows Article 202.
• In the remaining cases, such as the owner of a single-member company contributing more or a joint stock company reducing capital under a general meeting decision, LexData has found no specific deadline in these articles; the general rule applies, which is to register the change to the ERC within 10 days of the change (Clause 2, Article 30).

The file for an increase must include proof that the increase has been paid and, where the foreign investor's contribution must be registered, the investment registration authority's approval (Clause 1, Article 44 of Decree 168/2025/ND-CP). In short, pay first, then register.

Reduction. Reduction is allowed only in the cases the law lists:

Conditions, the filing and the deadlines for each company type, with a worked penalty example, are in our post on how to reduce charter capital in Vietnam.

Law 76/2025/QH15 amended Clause 5 of Article 112 in two ways: in the 2-year test for joint stock companies it dropped the word "continuously" and added that time registered as suspended is excluded, and it added the ground of returning capital on redeemable preference shares. Articles 68 and 87 were not amended; in the text LexData checked they still say "continuously" and do not say how time registered as suspended is counted, so a limited liability company planning a reduction should confirm the point with the business registration authority. On suspension itself, from 23 July 2026 each notice may cover no more than 12 months and the total period of consecutive suspension may not exceed 24 months (Clause 1, Article 60 of Decree 168/2025/ND-CP, as amended by Article 11 of Decree 296/2026/ND-CP); see procedures for business suspension in Vietnam. A reduction file must include a commitment to pay all debts and other property obligations after the reduction, and a limited liability company with two or more members reducing under Points a and b, Clause 3, Article 68 must attach its latest financial statements (Clause 4, Article 44 of Decree 168/2025/ND-CP; Clause 5, Article 68).

An unlawful refund of capital has consequences that differ by company type. In a company with two or more members, if capital is returned in breach of Clause 3, Article 68, the members must return the money and assets received and are jointly liable for the company's debts and other property obligations in proportion to the amount not yet returned (Article 70). In a joint stock company, a shareholder who withdraws ordinary-share capital in breach of the rules is jointly liable with related persons within the value of the shares withdrawn (Clause 2, Article 119); where a repurchase payment is made in breach of the rules, the shareholder must return it and, if the shareholder cannot, the members of the board are jointly liable within the amount not yet returned (Article 136).

How much charter capital should a company register?

The law gives no single correct figure. Three questions, in order:

1. Does the business line carry a capital condition? If so, the minimum sits in that sector's rules and is a hard constraint.
2. How much can the company prove and pay within 90 days? Limited liability applies to capital actually paid (two-or-more-member LLC and joint stock company) or within charter capital (single-member LLC); capital promised but not paid still creates liability, as the consequences table shows, so a figure far above what can really be paid increases exposure.
3. What do counterparties see? Charter capital is on the ERC, so counterparties can look it up, but the law does not treat it as proof of real financial capacity. Working capital can come from other sources, as the FDI project example above shows.

For an FDI project, add two questions: how much investment capital the project needs (the IRC figure) and which part goes into charter capital and which part is mobilised. Settle both, with the contribution schedule, before the IRC application is filed, because the schedule is recorded on the IRC.

Fines for false declaration of charter capital and late registration of changes

The amounts below are for organisations; an individual committing the same act pays half (Clause 2, Article 4 of Decree 122/2021/ND-CP). The limitation period in business registration is 1 year; false declaration of charter capital is treated as a continuing violation, so time runs from when it is discovered (Clauses 1 and 2, Article 5).

Article 47 of Decree 122/2021/ND-CP is not among the articles amended by Decree 288/2026/ND-CP, so it keeps its original text. It speaks only of "false declaration of charter capital" and has not been rewritten to follow the new wording of Clause 5, Article 16 after Law 76/2025/QH15; nor does any text say whether Article 47, Article 43 or Article 44 (or several) applies to the same situation. The text does not say whether the "value" of a false declaration is measured on the whole registered charter capital or only the unpaid part. How it is applied is up to the competent authority, so anyone receiving a notice or fine decision should check how the figure was calculated.

Charter capital is recorded in the company charter; for the contents, amendment and effect of the charter itself, see what a company charter is in Vietnam.

Charter capital checklist

1. Choose a charter capital the company can pay within 90 days; check whether the business line has a minimum capital condition.
2. For an FDI project: record charter capital, project investment capital and the contribution and mobilisation schedule separately on the IRC; decide between the IRC-first and company-first routes.
3. Diarise day 90 from the ERC issue date, plus 30 days to register an adjustment if capital is not fully paid.
4. Pay by transfer into the company's account; for other assets, sign a handover record, complete the transfer of ownership and value the asset under Article 36.
5. Open the register of members or shareholders as soon as the ERC is issued; issue capital contribution certificates once capital is paid in full.
6. Increasing capital: pay first, then register or notify within the deadline for your company type (usually 10 days, see the increase section), attach proof of payment and the investment authority's approval where a foreign investor's contribution must be registered.
7. Reducing capital: check the 2-year test, the commitment to pay all debts and the latest financial statements.
8. After each change: compare the new ERC with the charter, the registers and the IRC file.

Common mistakes

• Promising a large contribution and not paying it in 90 days, and not registering an adjustment either. This is the situation that Clause 5, Article 16 targets after Law 76/2025/QH15.
• Confusing charter capital with project investment capital, and registering the whole project cost as charter capital that the company cannot yet pay.
• Increasing capital internally without registering it, or registering before the money has actually been paid.
• Treating a capital reduction as a free choice, ignoring the 2-year test and the debt commitment.

On who signs and carries responsibility for these filings, see what is a legal representative in Vietnam. When a capital change alters the ultimate owners, update the beneficial owner information too. Related services: company formation in Vietnam for foreign investors and amending the investment registration certificate and enterprise registration.