“What is the difference between contributing 5 billion VND in cash and contributing a 5-billion-VND land parcel?” — The answer: an entire additional legal process. Cash contributions mostly involve paying in full and on time; asset contributions must pass three more gates: proving lawful title, valuation, and transfer of ownership. Miss any gate, and the contribution may be deemed never fully paid.
This article compares the two under the Law on Enterprises (consolidated document 67/VBHN-VPQH of 2025) — the only legal text cited here.
1. Which assets may be contributed as capital?
Under Clause 1 of Article 34: “Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how, and other assets valuable in Vietnamese Dong.” The prerequisite: only the lawful owner or a person with lawful use rights over an asset may contribute it as capital (Clause 2, Article 34).
A common article-number trap: many secondary sources mislabel — remember correctly: contributed assets = Article 34; transfer of ownership of contributed assets = Article 35; valuation of contributed assets = Article 36.
2. The biggest difference: must the contribution be valued?
Under Clause 1 of Article 36: contributed assets other than Vietnamese Dong, freely convertible foreign currencies and gold must be valued by the founding members/shareholders or by a valuation organization, and expressed in Vietnamese Dong.
In other words:
- Cash contributions (VND, freely convertible foreign currency, gold): NO valuation required. The claim that “foreign currency or gold contributions must also be valued” is wrong, because Clause 1, Article 36 excludes all three.
- Other asset contributions: valuation is MANDATORY, expressed in Vietnamese Dong.
2.1. Who values? (at establishment — Clause 2, Article 36)
Two optional mechanisms — hiring a valuator is not mandatory:
- The founding members/shareholders value the assets themselves under the consensus principle; or
- A valuation organization values them — in which case the value must be approved by more than 50% of the founding members/shareholders.
Distinguish carefully: the “consensus principle” sets no hard ratio; but a valuation organization’s figure needs more than 50% approval — two different mechanisms, do not confuse them.
2.2. Who values? (during operations — Clause 3, Article 36)
The owner, the Members’ Council (LLCs, partnerships) or the Board of Directors (joint-stock companies) and the contributor agree on the value, or a valuation organization values it; if valued by an organization, both the contributor and the owner/Council/Board must approve.
2.3. Sanctions for inflated valuations
If an asset is valued above its actual value at contribution time, the founding members/shareholders (or the relevant parties during operations) are jointly liable to contribute additionally the difference, and jointly liable for damage caused by intentionally valuing the asset above its actual value (Clauses 2 and 3, Article 36).
3. Transfer of ownership: when is the contribution deemed fully paid?
Under Article 35:
- Assets subject to ownership registration (land use rights, automobiles, etc.) must go through title transfer procedures to the company;
- Assets not subject to ownership registration require the contribution to be recorded in writing (an asset handover minutes).
The key principle in Clause 3, Article 35: a capital contribution is deemed fully paid only when lawful ownership of the contributed asset has been transferred to the company. “Handing over the asset is enough” does not hold — for assets requiring title transfer, the obligation is incomplete until the transfer is done.
4. Comparison table
| Criterion | Cash contributions | Other asset contributions | Basis |
|---|---|---|---|
| Valuation required? | No (VND, freely convertible foreign currency, gold) | Mandatory — expressed in Vietnamese Dong | Clause 1, Art. 36 |
| Who values (at establishment) | Not applicable | Founders value by consensus or valuation organization; organizational valuation needs over 50% approval | Clause 2, Art. 36 |
| Who values (during operations) | Not applicable | Owner/Council/Board + contributor agree, or valuation organization (both sides must approve) | Clause 3, Art. 36 |
| Transfer procedure | Bank transfer / deposit into company account | Registered assets: title transfer; others: written handover minutes | Art. 35 |
| Deemed fully paid when | Money reaches the company account | Lawful ownership has transferred to the company | Clause 3, Art. 35 |
| Specific risk | Low (pay in full, on time) | Overvaluation → joint top-up of the difference + liability for intentional damage | Clauses 2, 3, Art. 36 |
| Full-payment deadline | 90 days from issuance of the enterprise registration certificate; excluding time for transporting/importing contributed assets and completing administrative ownership-transfer procedures | Clause 2, Art. 47; Clause 2, Art. 75; Clause 1, Art. 113 | |
| Asset conditions | Cash in VND, freely convertible foreign currency or gold | Only lawful owners/rightful users may contribute | Clause 2, Art. 34 |
5. Four-step checklist for asset contributions
- Prove lawful title: review ownership/use-right documents (Clause 2, Article 34) — disputed or unreleased-mortgaged assets should not be contributed.
- Value correctly: choose consensus or a valuation organization (Article 36); keep valuation records to counter “inflation” sanctions.
- Transfer title / sign minutes: registered assets go through title transfer to the company; others need written handover minutes (Article 35). Remember: done only when lawful ownership has transferred to the company.
- Watch the 90-day clock: title-transfer, transport and import time is excluded from the 90 days — but stay proactive, because after 90 days a non-paying member of a multi-member LLC automatically ceases to be a member, or the company must register a capital reduction (single-member LLC).
Two extra notes: from 23/7/2026, the law prohibits standing in for another person to contribute capital (Clause 1, Article 1 of Decree 296/2026/ND-CP). For foreign investors, capital contributions go through accounts under foreign-exchange regulations. (On taxes upon asset contributions and registration-fee treatment for title transfers: review the applicable tax and fee rules for each specific case.)
Contributing capital with assets and need compliant valuation and title transfer? Reach us via the Contact page of FLAT Law Firm for contribution procedures, valuation guidance and legal risk control.
Note: This article provides general legal information for reference only and does not constitute legal advice for any specific case. The cited provisions reflect the law in force at the time of writing (14/10/2026) and may change; consult a lawyer or legal professional before applying them.
Transparency notice: This article was drafted by FLAT Law Firm’s AI content production system and is undergoing internal review (AI Legal Council QA and owner approval before publication). It has not been reviewed by a human lawyer.
