The 90-day contribution deadline has passed and the foreign investor of an FDI company in Can Tho has paid only 60 percent of charter capital, stuck on a parent-company remittance. This article sets out the correct sequence: how to explain, what sanctions apply, whether an ‘extension’ exists, and when late contribution escalates into IRC risk.
Applicable Legal Framework
The bases are Article 47 (LLCs) and Article 113 (joint stock companies) of the Law on Enterprises 59/2020/QH14: once the 90-day period lapses without full payment, the company must register a charter capital reduction to the amount actually paid within the statutory window (for LLCs, 30 days from the last contribution due date), and unpaid members or shareholders bear liability proportionate to their unpaid commitments. The Enterprise Law has no ‘extension of the contribution deadline’ procedure – only actual top-up payment or registration adjustment.
On sanctions: contributing contrary to commitment and failing to register the adjustment are fined under Decree 122/2021/ND-CP (enterprise registration and investment violation groups). On the project track, prolonged capital shortfall against the IRC schedule is monitored with explanation demands, escalating to project termination only under Clause 1, Article 36 of the Investment Law 143/2025/QH15.
Detailed Answers to Practical Questions
How must delayed full contribution be explained and reported?
Through two channels: (1) the business registration agency – register the charter capital/ratio adjustment to amounts actually paid, with ICA bank confirmation of the paid amount; the reasons for delay (remittance obstacles, parent internal approvals) are presented in the dossier and the company’s letter. (2) the investment registration agency – in the nearest investment activity report or a standalone explanation when required: state the amount paid, the shortfall, causes and the roadmap to pay in full or adjust the IRC.
How much is the fine for late capital contribution?
Failure to contribute as committed and to register the adjustment on time is fined under Decree 122/2021/ND-CP in the enterprise registration violation group, with an order to remedy by registration adjustment. The exact level depends on the recorded conduct (late adjustment registration, untruthful registration) – match the decree clause applicable at handling time rather than relying on a rumoured figure. The bigger losses usually lie in the unpaid member’s civil liability and the project’s compliance standing, not the fine.
Can we apply to extend the contribution period?
The Enterprise Law provides no extension mechanism for the 90 days. Only two lawful options exist: (a) top up in full before enforcement and keep the charter capital unchanged – with a delay explanation; or (b) register a reduction of charter capital to the amount actually paid, and increase again when ready. On the project track, if the IRC contribution schedule is also affected, simultaneously adjust the project schedule. Internal ‘agreements’ allowing late contribution have no effect against State authorities.
Does incomplete contribution lead to IRC revocation?
Not automatically. IRC revocation or project termination arises only where the project falls under Clause 1, Article 36 of the Investment Law 143/2025/QH15 – for example the investor does not implement the project for a long period, is uncontactable, or fails to remedy after written urging by the registration agency. A partial delay in an operating project, with explanations and a remediation roadmap, is handled by monitoring and registration adjustment – which is why proactive reporting beats silence.
Action Checklist
- Fix the exact day-90 expiry date and the shortfall per member/shareholder.
- Obtain ICA confirmation of amounts paid as the basis for all explanations and adjustments.
- Choose the path: immediate top-up or charter capital reduction registration within the statutory window.
- Send the explanation to the registration agency with a roadmap, synchronised with an IRC schedule adjustment if needed.
- Minute the unpaid member’s liability internally under the Law on Enterprises 59/2020.
Frequently Asked Questions
After reducing charter capital, can we increase it again?
Yes. When funds are ready, register the increase again under enterprise registration change procedures and the corresponding IRC adjustment; a past reduction is no legal barrier, but explanations must stay consistent with the project file.
Do unpaid members share profits?
A member’s rights correspond to capital actually contributed under the Enterprise Law and the charter; the unpaid commitment creates no corresponding rights, and the member remains liable for the unpaid part when company obligations arise.
Bank remittance delays caused the lateness – are we exempt from fines?
Objective causes from the bank or parent are important explanations and may mitigate, but they do not automatically erase the registration violation; keep evidence that payment orders were initiated on time to protect the company.
This article has been quality-reviewed by the FLAW AI Legal Council