What capital contribution covers
Capital contribution means monitoring whether the investor, owner, members, or shareholders contribute the registered charter capital within the legally required or project-approved timeframe.
Compliance wording
Capital contribution: Track and confirm that all committed charter capital and registered investment capital are contributed in full and on time, with supporting payment records maintained.
Key Vietnam deadlines
| Entity type | Contribution period |
|---|---|
| LLC | Members or the owner generally must contribute the committed charter capital within 90 days from issuance of the Enterprise Registration Certificate (ERC). |
| Joint-stock company | Founding shareholders generally must pay for their subscribed shares within 90 days from ERC issuance, unless the charter or applicable registration documents provide a shorter period. |
| Partnership | The usual contribution period is 15 days from approval, unless otherwise agreed. |
| FDI project investment capital | Follow the contribution schedule recorded in the Investment Registration Certificate (IRC) or approved project documents. This schedule may be longer than 90 days where justified by project construction, factory development, or other implementation requirements. |
If the registered charter capital is not fully contributed, the company generally must adjust its registered charter capital and the members' or shareholders' ownership information within 30 days after the contribution deadline.
Records to maintain
- Bank transfer confirmations and capital-account statements.
- Capital contribution certificates or shareholder/member registers.
- Asset valuation and ownership-transfer documents for non-cash contributions.
- Updated ERC or IRC records where capital is changed.
- Board, members' council, or shareholders' resolutions approving the contribution or any adjustment.
For an FDI company, capital contributions should also be checked against the applicable direct investment capital account and the project's IRC schedule. A missed contribution deadline can affect ownership rights, registration records, and the company's compliance status. Once capital is contributed, the company should also keep the resulting figures aligned with its ongoing investment reporting obligations.
Consequences
Missing Vietnam's 90-day charter-capital contribution deadline does not automatically mean that the company is immediately dissolved, but it creates an obligation to regularize the company's registered capital and may trigger administrative penalties. The 90-day period generally runs from the date the ERC is issued, excluding certain periods needed to transport/import contributed assets or complete ownership-transfer procedures.
- Mandatory capital adjustment: if the committed capital was not fully contributed, the company must register the actual contributed capital and update the members' or shareholders' holdings within 30 days after the contribution deadline.
- Late notification fine: a warning or a fine of VND 3 million–5 million for an 11–30-day delay, VND 5 million–10 million for a 31–90-day delay, and VND 10 million–20 million for a delay of 91 days or more. Failure to notify altogether may attract a fine of VND 20 million–30 million.
- Additional enterprise-registration penalty: in certain cases, failing to carry out the required capital adjustment or change of members/founding shareholders may attract a fine of VND 30 million–50 million.
- Loss of rights for unpaid capital: a member or shareholder generally has rights only in proportion to the amount actually contributed after the deadline.
- Potential project consequences for FDI: if the missed amount relates to investment capital under an IRC, the authority may require an adjustment of the project or impose separate investment-related penalties.
Recommended response
- Confirm the ERC issuance date and calculate the exact 90-day deadline.
- Reconcile the committed amount against bank records and capital-account statements.
- Register the actual contributed capital and ownership changes within the applicable 30-day correction period.
- Review whether the IRC or investment project schedule also requires amendment.
- Keep payment confirmations, capital registers, resolutions, and amended registration documents.
The fine is usually linked to the failure to make the required registration adjustment, not simply to the fact that a contribution was late. The applicable penalty should be checked against the current facts, company type, amount contributed, and whether the company is foreign-invested.