VND 100 Billion Charter Capital Not Fully Contributed: Risks and Remedies

Registering VND 100 billion in charter capital without actually contributing it — a common practice among newly established companies wanting to look stronger on paper. Current law offers no leniency: once the contribution deadline passes without full payment and without a registered adjustment, the company faces internal, administrative and “retroactive” liability risks at the same time. This article maps the full legal framework and the lawful remedies.

The duty: pay VND 100 billion in full within 90 days

Members/owners/shareholders must contribute the full VND 100 billion in the exact asset form committed within 90 days of issuance of the Enterprise Registration Certificate (Article 47 for multi-member LLCs, Article 75 for single-member LLCs, Article 113 for joint-stock companies — per consolidated document 67/VBHN-VPQH, effective 01/7/2025). There is no “automatic extension” after the 90 days expire.

Internal consequences of a shortfall

Nothing contributed: the person automatically ceases to be a member/shareholder for the uncontributed portion;
Partial contribution: rights are enjoyed only in proportion to what was actually paid; the unpaid portion is offered for sale under a resolution of the Members’ Council (multi-member LLCs, Article 47.3);
Registered capital reduction: within 30 days of the final contribution deadline, the company must register a reduction of charter capital to the amount actually contributed (Article 47.4, Article 75.3);
“Retroactive” liability: owners/members remain liable for their committed capital against the company’s financial obligations arising before the adjustment registration date — a paper reduction does not erase liability for old debts.

Capital inflation: a prohibited act + fines up to VND 100 million

Failing to contribute the full VND 100 billion while also failing to register a reduction = inflated charter capital declaration — a prohibited act under Article 16.5 (as amended by Law 76/2025/QH15).

Administrative fines (Article 47 of Decree 122/2021/ND-CP; figures for organisations — individuals pay half):

Registered charter capital	Fine (organisation)
Below VND 10 billion	VND 20 – 30 million
VND 10 – below 20 billion	VND 30 – 40 million
VND 20 – below 50 billion	VND 40 – 60 million
VND 50 – below 100 billion	VND 60 – 80 million
VND 100 billion or more	VND 80 – 100 million

At VND 100 billion, the company faces the top bracket: VND 80–100 million, plus a remedial measure requiring registration of charter capital equal to the capital actually contributed.

Tightened from 21 July 2026 (Article 43 of Decree 288/2026/ND-CP): untruthful declarations in enterprise registration dossiers draw fines of VND 30–70 million (up from the previous VND 20–30 million bracket); late registration of changes draws penalties from a warning up to VND 100 million.

Management liability

In a joint-stock company, board members and the legal representative are jointly liable for damage caused by failure to properly implement share-payment rules (Article 113). Note: merely failing to contribute capital does not directly attract criminal liability — criminal exposure arises only with additional fraudulent elements (such as fraud or document forgery — a matter for the Penal Code, not inferred in this article).

Four lawful remedies

Top up within the 90 days (if the deadline has not passed): the simplest and cleanest option — contribute the balance in the committed asset form;
After 90 days: register a capital reduction within 30 days — reduce charter capital to the amount actually contributed, while accepting “retroactive” liability for obligations arising before the adjustment date;
Transfer the uncontributed portion — if the company charter permits, a member may transfer their capital contribution portion to another person;
Never leave “phantom” capital on the Enterprise Registration Certificate — any advice along the lines of “just keep VND 100 billion on paper, it’s fine” is wrong and constitutes the prohibited act of capital inflation.

Frequently asked questions

Registered VND 100 billion but only contributed 40 billion — fined immediately?

Not yet — during the first 90 days the company is still within the lawful contribution period. Risk arises when the 90 days expire without full payment and no reduction is registered within the following 30 days: that is capital inflation, fined at VND 80–100 million (organisations) with mandatory capital adjustment.

How much is an individual fined?

Individual fines are half the organisational level. At VND 100 billion: individuals face VND 40–50 million.

Does reducing charter capital erase liability for old debts?

No. Owners/members remain liable for their committed capital against financial obligations arising before the adjustment registration date (“retroactive” liability).

Can failure to contribute capital lead to criminal prosecution?

Merely failing to contribute capital does not directly constitute a criminal offence. Criminal liability arises only with additional fraudulent elements such as fraud or document forgery.

Applicable legal framework

Enterprise Law (consolidated document 67/VBHN-VPQH — 59/2020/QH14 + 03/2022/QH15 + 76/2025/QH15, effective 01/7/2025): Articles 16.5, 47, 75, 113.
Decree 168/2025/ND-CP (enterprise registration, effective 01/7/2025).
Decree 122/2021/ND-CP (administrative penalties): Article 47 — fine brackets for capital inflation.
Decree 288/2026/ND-CP (effective 21/7/2026): Article 43 — tightened penalties for untruthful declarations and late change registration.