Increasing investment capital is one of the most common FDI project amendments: expanding factories, adding production lines, increasing working capital. Legally, “increasing capital” is really two parallel but independent procedures: amending the total investment capital recorded on the Investment Registration Certificate (IRC) upward, and increasing charter capital on the Enterprise Registration Certificate (ERC) where the increased capital is contributed as charter capital. Missing either side leaves an inconsistent legal file.
What many FDI companies get wrong is the capital contribution sequence and timing. Additional charter capital must be fully contributed within 90 days of the issuance of the enterprise registration certificate recording the new capital level (Law on Enterprises 2020), and a foreign investor’s capital contribution cash flows must pass through the investment capital account opened at a licensed bank in Vietnam. Contributing through the wrong channel, contributing late, or increasing charter capital on paper without full contribution are all grounds for penalties and cause trouble during audits, tax finalizations or profit repatriation.
Quick summary
| Topic | Increasing FDI project investment capital: IRC amendment and charter capital increase on the ERC |
|---|---|
| Who this is for | FDI companies scaling up or increasing charter capital, foreign investors contributing additional capital, and in-house accounting/legal teams. |
| Key checkpoints | Market access conditions when increasing foreign ownership ratios, the 90-day full contribution deadline, fund transfers via the investment capital account, the 15-day IRC amendment timeline. |
| Desired outcome | The IRC and ERC consistently recording the new capital level, capital fully contributed on time through the correct banking channel, and a file ready for audit and profit repatriation. |
Core legal issue: increasing FDI project investment capital in Vietnam
Total project investment capital is mandatory IRC content. When a company wants to scale up investment — whether with capital from existing investors, loans or reinvested retained earnings — it must complete the IRC amendment procedure. In parallel, if the increased capital changes the company’s charter capital, enterprise registration change registration is required.
One distinction must be clear: increasing total project investment capital is not the same as increasing charter capital. A company may increase total investment capital with loan capital without increasing charter capital; conversely, increasing charter capital without adjusting total investment capital on the IRC leaves the two licenses misaligned. The correct approach is to determine the funding structure of the increase upfront (contributions/loans/retained earnings), then decide the amendment scope on each license.
For foreign investors, a capital increase triggers two more check layers: (1) if the increase changes foreign ownership ratios or the investor structure, market access conditions must be rechecked under Decree 31/2021/ND-CP; (2) all capital contribution and fund transfer transactions relating to an FDI project must go through the company’s investment capital account at a licensed bank, under foreign exchange management rules.
Legal basis and verification sources
- Law on Investment 2025
- Law 76/2025/QH15 amending the Law on Enterprises
- Decree 168/2025/ND-CP on enterprise registration
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance
- Resolution on the 2025 rearrangement of provincial-level administrative units
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Procedure and dossier checklist
Step 1 — Determine the capital increase plan: finalize the funding structure of the increase (contributions from existing/new investors, loans, retained earnings); determine the total investment capital increase on the IRC and the charter capital increase on the ERC; check market access conditions if there are changes to investors or foreign ownership ratios.
Step 2 — Amend the IRC: the dossier includes the written request for investment project amendment; the investor’s decision on the capital increase (with meeting minutes as required); a copy of the IRC; documents on the funding sources and use plan for the additional capital; explanations when the authority requests. The processing time is 15 days from receipt of a complete valid dossier for projects not subject to investment in-principle approval.
Step 3 — Register the charter capital increase on the ERC: complete the enterprise registration change procedure with the business registration authority; the dossier includes the change notice, the decision/meeting minutes on the charter capital increase, and the amended charter; the processing time is 3 working days from receipt of a complete valid dossier.
Step 4 — Contribute in full, on time, through the right channel: investors fully contribute the increased capital within 90 days of the issuance of the ERC recording the new capital level; all fund transfer transactions by foreign investors go through the company’s investment capital account at a licensed bank; keep bank vouchers and balance confirmations for audit and reporting.
Step 5 — Post-increase updates: update the charter and the member/shareholder register; adjust capital contribution schedule commitments in the project file; recheck periodic investment reporting obligations with the investment registration authority.
Common risks
Risk 1 — Paper charter capital increase without full, timely contribution: failing to fully contribute the increase within 90 days breaches the capital contribution obligation, and may draw penalties plus a compelled reduction of charter capital to the actually contributed level.
Risk 2 — Capital transfers through the wrong channel: the foreign investor transfers funds directly into a payment account instead of the investment capital account; the transaction is not recognized as a valid capital contribution, causing trouble during audits and profit repatriation.
Risk 3 — Amending only one side, IRC or ERC: increasing total investment capital on the IRC without increasing charter capital (or vice versa) while the funding structure requires both; the legal file is misaligned and questioned during inspections or subsequent procedures.
Risk 4 — Capital increase breaching market access conditions: a new investor joining the contribution or a changed foreign ownership ratio without upfront checks on conditions for foreign investors; the amendment file is rejected.
Risk 5 — Reinvesting undistributed profits before tax obligations are settled: reinvesting retained earnings while tax obligations are not fully finalized; risks of additional tax assessments during inspections.
Competent authorities and filing bodies
The IRC investment capital increase amendment is handled by the investment registration authority that issued the IRC (the provincial/municipal Department of Finance or the Industrial Park, Export Processing Zone, Hi-Tech Park or Economic Zone Management Authority). Charter capital increase registration is handled by the business registration authority under Decree 168/2025/ND-CP. Foreign exchange transactions relating to capital contributions go through the licensed bank where the company holds its investment capital account.
When to contact a lawyer
Engage a lawyer in three cases: (1) before deciding the capital increase plan — to design the optimal funding structure (contributions/loans/retained earnings) for procedures, tax and foreign exchange; (2) when a new investor joins or foreign ownership ratios change — market access conditions need checking and contribution/transfer agreements drafting; (3) when charter capital has been increased but not fully contributed or contributed through the wrong channel — a remediation plan is needed to regularize vouchers and minimize sanctions.
How FLAT LAW FIRM helps
FLAT LAW FIRM assists with designing capital increase plans, standardizing IRC amendment and ERC change dossiers, and reviewing foreign exchange compliance for contribution cash flows, in Vietnamese, Chinese and English.
See also: Amending an Investment Registration Certificate | Reducing investment capital of an FDI project | Adjusting the implementation schedule of an investment project
FAQ
Does increasing investment capital mandatorily require an IRC amendment?
Yes. Total investment capital is IRC content; any increase in total investment capital requires the IRC amendment procedure before deploying the additional capital.
Does increasing total investment capital mean increasing charter capital?
No. Increasing total investment capital with loan capital does not increase charter capital. Only when the increased capital is contributed as charter capital must the charter capital change be registered on the ERC.
What is the deadline for fully contributing the charter capital increase?
90 days from the issuance of the enterprise registration certificate recording the new charter capital level, under the Law on Enterprises 2020.
Through which account does a foreign investor contribute the increase?
Through the company’s investment capital account opened at a licensed bank in Vietnam. Transfers into an ordinary payment account are not recognized as valid capital contributions.
How long does an IRC capital increase amendment take?
15 days from receipt of a complete valid dossier for projects not subject to investment in-principle approval.
What should be noted when a new investor joins the capital increase?
Check market access conditions for the new foreign investor under Decree 31/2021/ND-CP; complete both the IRC amendment and the member/shareholder change registration on the ERC.
Does reinvesting retained earnings require an IRC amendment?
Yes, if it increases the project’s total investment capital. Also ensure tax obligations on the profits are settled before reinvestment.
