A typical FDI project file always carries two different capital figures: charter capital of VND 50 billion on the enterprise registration certificate, and total investment capital of VND 120 billion on the investment registration certificate. An investor new to the project asks whether the figures conflict, which one binds the 90-day contribution deadline, and which decides their ownership ratio.
This article compares the two concepts across their two legal systems — enterprise law and investment law — showing they do not overlap but complement each other, each governing its own group of obligations.
Two figures from two different legal systems
Charter capital is a concept of the Enterprise Law 59/2020/QH14: the total value of assets members, owners and shareholders commit to contribute to the company, recorded in the charter and on the Enterprise Registration Certificate (ERC). Charter capital answers “who owns this company, and how much each” — it is the basis of voting ratios, profit-sharing ratios and each member’s liability limit. Every charter capital change passes through the enterprise registration change procedure under Decree 168/2025/ND-CP.
Project investment capital is a concept of the Investment Law 143/2025/QH15: the total money the investor spends implementing a specific investment project, recorded on the Investment Registration Certificate (IRC) together with the implementation schedule. The core difference is composition: investment capital comprises the investor’s contributed capital plus mobilised capital — mainly loans — the project is permitted to raise. A project with VND 120 billion of investment capital may need only VND 50 billion contributed (exactly the charter capital of the project company, when the company runs a single project) and VND 70 billion of loans drawn on the construction schedule.
Must they be equal, and which figure owns the 90-day mark
The two figures need not be equal, and in most projects with loan mobilisation, investment capital naturally exceeds charter capital. The only case where they usually coincide is a project implemented by a newly established company with no borrowing plan, the investor funding everything: then charter capital on the ERC equals the contributed portion within the IRC’s investment capital. A company with several projects or activities outside projects separates the figures further: charter capital belongs to the whole company, investment capital to each individual project.
The 90-day deadline of Article 47 (limited liability companies) and Article 113 (joint stock companies) of the Enterprise Law applies to charter capital — the duty to contribute the committed amount into the company from the ERC issuance date. Project investment capital does not run on this mark: the contributed portion for the project follows the schedule on the IRC (which may span years by construction phase), and the mobilised portion arises only when loans are signed and drawn. Mixing the two clocks is a common governance error: an enterprise can be fully on time for the IRC yet overdue on the 90-day charter capital, or the reverse.
Which figure should the investor care about more
The right answer is both, but for two different decision groups. For ownership and governance decisions — how much to buy, what level of control, how far liability reaches — the deciding figure is charter capital and one’s ratio within it: an LLC member’s liability is limited to the capital committed under charter capital, and voting rights compute on this structure. An investor appraising a stake purchase must read the ERC and charter before the IRC.
For project finance decisions — total funding need, how much is self-funded, how much may be borrowed, disbursement pacing by phase — the deciding figure is the IRC’s investment capital and its schedule. This figure also grounds a series of operating limits: the project’s medium and long-term foreign borrowing ceiling is computed on the difference between investment capital and charter capital, and project implementation reporting reconciles disbursement against investment capital. The investor governs the project through both lenses: charter capital to lock the ownership commitment in the first 90 days, investment capital to steer the project’s cash flow across its whole life.
Frequently asked questions
How do charter capital on the ERC and investment capital on the IRC differ?
They belong to two different legal systems. Charter capital is from the Enterprise Law 59/2020/QH14: total assets members commit to contribute to the company, recorded on the ERC, deciding ownership, voting, profit-sharing ratios and each member’s liability limit. Project investment capital is from the Investment Law 143/2025/QH15: the total money spent implementing a specific project, recorded on the IRC, and comprising both the investor’s contribution and mobilised capital (loans) — hence usually larger than charter capital. Charter capital answers who owns the company; investment capital answers how much money the project needs and from where.
Must the two capital types be equal?
Not required. Because project investment capital includes mobilised loans, a VND 120 billion project can perfectly well stand on a company with VND 50 billion of charter capital. The figures usually coincide only for a project by a newly established company, fully self-funded with no borrowing: then the contributed portion of investment capital exactly equals charter capital. Conversely, a company running several projects has one charter capital but a separate investment capital per project. The inequality is the normal structure, not a sign of file error.
Which capital is used for the 90-day contribution deadline?
Charter capital. The 90-day deadline in Article 47 of the Enterprise Law 59/2020/QH14 (limited liability companies) and Article 113 (joint stock companies) applies to the duty to contribute charter capital in full from the Enterprise Registration Certificate issuance date. Project investment capital does not follow this mark: the project’s contributed portion runs on the schedule recorded on the Investment Registration Certificate, potentially spanning project phases, and the mobilised portion arises only when loans are drawn. The enterprise therefore watches two separate clocks: 90 days for charter capital from the ERC, and the IRC schedule for project capital.
Which capital should the investor care about more?
It depends on the decision group. For ownership, governance and liability limits, charter capital is the main figure: the ratio of one’s stake in charter capital decides voting rights, profit-sharing rights and the member’s liability level. For project finance, the IRC’s investment capital is the main figure: it determines total funding need, the self-funded and borrowable portions on schedule, and grounds the project’s foreign borrowing ceiling and implementation-report reconciliation. A careful investor reads both: the ERC and charter for ownership, the IRC for project finance.
This article has been quality-reviewed by the FLAW AI Legal Council