Many FDI enterprises stumble over a seemingly simple question: when the company raises its charter capital, must the Investment Registration Certificate (IRC) be amended? Answering wrongly either way is risky — amending unnecessarily wastes time, while skipping a mandatory amendment invites penalties and banks refusing to record the new capital inflow. The root of the confusion is that charter capital and investment capital belong to two different certificate systems, and only by understanding how they interact can an investor know which procedure is truly required.
Three capital figures the investor must keep apart
First, charter capital is the total value of assets that members or shareholders commit to contribute, recorded on the Enterprise Registration Certificate (ERC) under the Law on Enterprises No. 59/2020/QH14 and Decree No. 168/2025/ND-CP on enterprise registration. Second, the project’s total investment capital is all funding for the project — the investor’s contributed capital plus mobilized capital — recorded on the IRC under the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP. Third, the investor’s contributed capital into the project, a component of total investment capital, is likewise an IRC item. The project company’s charter capital usually mirrors the investor’s contributed capital, but the two figures do not always move together — and that gap is exactly what triggers the amendment duty.
When does a charter capital increase force an IRC amendment?
Three typical situations
- Charter capital is raised with fresh contributions from the foreign investor, increasing the contributed capital shown on the IRC: an IRC amendment at the investment registration authority is mandatory, alongside the enterprise registration change.
- Charter capital is raised together with the project’s total investment capital (an expansion of scale): the IRC amendment comes first, because the project content changes substantively.
- Charter capital is raised from internal sources such as retained earnings or reserve funds, without changing the investor’s contributed capital or total investment capital on the IRC: the enterprise registration change is the core procedure, though the enterprise should still re-check every IRC item to confirm none is affected.
In other words, the deciding test is not the charter capital increase itself, but whether that increase changes any item recorded on the IRC. If it does — even only the investor’s contributed capital line — the IRC amendment procedure under Decree 96/2026/ND-CP is compulsory.
Filing sequence and the touchpoints
The safe sequence is usually: amend the IRC first at the Department of Finance or the industrial park / economic zone management board; then change the enterprise registration content through the National Business Registration Portal (dangkykinhdoanh.gov.vn) under Decree 168/2025/ND-CP; finally, the investor contributes the additional capital in full through the investment capital account at a bank, following the committed schedule. This order prevents the ERC from showing new capital while the IRC still shows the old figure — a mismatch banks and tax authorities spot quickly when money moves or accounts are finalized. The company charter and the register of members or shareholders must also be updated to match the new capital structure.
Risks of raising charter capital while skipping the IRC amendment
Implementing a project inconsistently with the IRC’s content, or failing to carry out the amendment procedure when content changes, may be fined under Decree No. 122/2021/ND-CP on penalties in the field of planning and investment, together with a remedial measure compelling completion of the procedure. Practical risks arrive even before any fine: the bank may refuse to receive the additional contribution into the investment capital account because ERC and IRC figures do not match; a counterparty’s due diligence will flag the gap as a compliance defect; and when other IRC amendments are sought later, the authority will require the capital discrepancy to be resolved first.
Practical conclusion: before every charter capital increase, place three figures side by side — the planned charter capital, the total investment capital on the IRC, and the investor’s contributed capital on the IRC. If the second or third figure changes, an IRC amendment is mandatory and should precede the enterprise registration filing; if both stay unchanged, keep that reconciliation in the internal file, ready to explain when a regulator or a bank asks.
A worked example of the three-figure test
Consider a project company whose IRC records total investment capital of USD 5 million, of which the investor’s contributed capital is USD 2 million, and whose charter capital on the ERC is also USD 2 million. If the investor injects another USD 1 million of fresh equity and charter capital rises to USD 3 million, two IRC figures move at once — contributed capital becomes USD 3 million and, unless borrowing is cut correspondingly, total investment capital becomes USD 6 million — so an IRC amendment is unavoidable, and the new money should only be remitted after, or in step with, that amendment so the bank can book it correctly. Now vary the facts: the company capitalises USD 1 million of retained earnings into charter capital, while the project’s total investment capital and the investor’s contributed capital ratio on the IRC remain untouched. The centre of gravity is then the enterprise registration change, supported by the members’ resolution and updated charter, although a careful company still writes to the investment file a short reconciliation showing why no IRC item changed. The example shows why no universal answer exists to the question in this article’s title: the answer lives in the relationship between the three figures in the specific project, and a five-minute reconciliation done before filing prevents the far longer exercise of explaining a mismatch to a bank, an auditor or an inspector afterwards.
Frequently Asked Questions
Must the IRC be amended whenever the company raises charter capital?
Only when the increase changes an item recorded on the IRC — typically the investor’s contributed capital or the project’s total investment capital. If charter capital rises from internal sources while both IRC figures stay unchanged, the enterprise registration change is the core procedure.
How do charter capital and investment capital on the IRC differ?
Charter capital is the capital members or shareholders commit to contribute, recorded on the Enterprise Registration Certificate under Law on Enterprises 59/2020/QH14. Total investment capital and the investor’s contributed capital are project items recorded on the IRC under Law on Investment 143/2025/QH15.
What happens if charter capital is raised without amending the IRC?
If the increase changed IRC content and no amendment was filed, the enterprise may be fined under Decree 122/2021/ND-CP and compelled to complete the procedure; banks may also refuse the new contribution because ERC and IRC figures mismatch.