When establishing a company, members/shareholders only need to commit to a capital amount — the law grants a period to actually contribute it. That period is 90 days from the date the company is issued its Enterprise Registration Certificate. Missing the deadline without adjusting the registered capital leads to penalties.
The 90-day rule applies to all company types
Under the Law on Enterprises 2020 (No. 59/2020/QH14):
- Multi-member LLC (Clause 2, Article 47): members must contribute in full, in the committed asset types, within 90 days of ERC issuance;
- Single-member LLC (Article 75): the owner contributes in full within the same 90-day period;
- Joint-stock company (Article 113): shareholders must fully pay for subscribed shares within 90 days, unless the company charter or share subscription agreement sets a shorter period.
The 90-day period excludes time for transporting/importing contributed assets and for administrative procedures to transfer asset ownership (e.g., contributing land use rights, vehicles, machinery).
What if capital is not fully contributed?
1. Register a capital adjustment to reflect the actually contributed amount, within 30 days of the final contribution deadline. 2. Administrative penalties: fines of VND 30–50 million for failing to adjust capital after the deadline (Article 46 of Decree 122/2021/ND-CP), plus a remedial order to adjust. 3. Financial liability: until adjustment, members/owners remain liable corresponding to their committed capital for the company's financial obligations.
Practical recommendations
- Cash contributions: transfer to the company's bank account with a clear reference ("charter capital contribution" + contributor name). Bank records support accounting and tax inspections.
- In-kind contributions: assets must be valued and ownership transferred to the company (Articles 35–36, Law on Enterprises 2020) — plan this timeline in addition to the 90 days as permitted.
- Set reminders: both the 90-day and 30-day adjustment milestones belong in the company's compliance calendar from day one.
Frequently asked questions
Can the company operate before capital is fully contributed? Yes — during the 90 days, members/shareholders have rights and obligations corresponding to their committed capital. Problems arise only when the deadline passes without adjustment.
Is charter capital on the license the same as paid-in capital? Not necessarily. Charter capital is committed capital; paid-in capital may be lower during the first 90 days and must then be adjusted to match.
Conclusion
90 days to contribute, 30 days to adjust if short, and VND 30–50 million in fines for ignoring both. This is one of the first — and most commonly forgotten — compliance obligations of a newly established enterprise.
*This article is for general reference only and does not constitute legal advice for any specific case. Content is in draft status, pending lawyer review before publication.*
Read more: Charter Capital Not Fully Contributed · Contact FLAT Law Firm
