The short answer: Vietnam has no general minimum capital requirement for setting up a 100% foreign-owned company. You may register charter capital of USD 10,000 or USD 10 million — the law does not set a floor. What the law does require is that the capital figure you register is real, fundable, and sufficient for the investment project you describe in your licensing dossier — plus, for certain regulated sectors, at or above a sector-specific legal capital floor. Investors who misunderstand this distinction usually discover it at the worst possible moment: when the licensing authority asks for proof of financial capacity, or when the 90-day contribution clock starts running.
Why the question keeps coming up
Many investors arrive in Vietnam with experience from jurisdictions where a statutory minimum capital is the norm — China once required it, and several Middle Eastern and African jurisdictions still do. Vietnam abolished its general minimum decades ago, but the myth survives because the answer is genuinely more complicated than “no minimum.” Three different capital concepts appear on a foreign investor’s paperwork, and each behaves differently.
Three numbers that sound the same but are not
A foreign-owned company in Vietnam lives with two licences and, in practice, three capital figures:
Investment capital (on the Investment Registration Certificate, or IRC). This is the total capital earmarked for the project — the investor’s equity contribution plus any mobilised capital such as loans. The investment registration authority uses this figure to judge whether your project is feasible. A factory project whose registered investment capital is conspicuously low relative to its stated scale, technology and location will trigger requests for clarification of your financial capacity.
Charter capital (on the Enterprise Registration Certificate, or ERC). This is the total value of assets the owner commits to contribute when the company is established. Unlike investment capital, charter capital creates a hard legal obligation: it must be fully contributed within 90 days of the ERC issuance date (more on this below).
Legal capital. A minimum capital floor imposed by sector-specific legislation for certain conditional business lines. It does not apply to most industries.
The most common filing mistake is registering token charter capital (a few thousand dollars) against a large investment capital figure on the IRC — or the reverse. The two figures are not required to match, but a wide gap invites scrutiny from both the licensing authority and the bank where you open your capital account, because it raises the obvious question of where the real operating money comes from.
The sectors where a minimum genuinely exists
Legal capital requirements are scattered across sectoral laws. They typically cover commercial banks, finance companies, financial leasing companies, insurers, securities companies (with different floors for brokerage, proprietary trading, underwriting and advisory), air transport businesses, and payment intermediary services. If your business line carries a legal capital requirement, your registered charter capital must equal or exceed it, or the licence application will be rejected at the door.
Real estate deserves a special note because it is the sector where foreign investors most often misread the rules. The 2023 Law on Real Estate Business sets no general legal-capital floor for real estate businesses. Instead, Article 9(2)(c) requires a real estate business operating through a project to hold owner’s equity of not less than 20% of total investment capital for projects using under 20 hectares of land, and not less than 15% for projects of 20 hectares or more — while also demonstrating the ability to mobilise capital for the project. The capital barrier in real estate sits at the level of each individual project, not in the company’s registered charter capital.
Vietnam’s international commitments (WTO, CPTPP) likewise impose no general minimum capital for establishing an enterprise. Where they restrict foreign investors, the restrictions concern maximum foreign ownership ratios and permitted investment forms in certain service sectors — not a capital floor.
How the licensing authority reads your capital figure
When reviewing an IRC application, the investment registration authority looks past the headline investment capital number to the evidence behind it: financial statements, bank balance confirmations, parent-company support letters. An impressive capital figure unsupported by matching financial documentation will be sent back for supplementation — one of the most common reasons IRC files stall.
The practical rule that follows: register the capital you can genuinely contribute and document, not the capital that looks impressive or the capital that looks easy. High charter capital means a binding 90-day funding obligation; high investment capital means pressure to prove financial capacity. Both extremes carry a cost.
The 90-day funding rule
This is the provision that surprises foreign investors most. Under the Enterprise Law 2020:
- Multi-member LLC: members must contribute in full, in the committed asset form, within 90 days of the ERC issuance date (Article 47(2)). Time spent transporting or importing contributed assets and completing ownership-transfer procedures does not count toward the deadline.
- Single-member LLC — the standard vehicle for a 100% foreign-owned company: the owner bears the same 90-day obligation (Article 75(2)).
- Joint-stock company: shareholders must pay in full for their subscribed shares within 90 days, unless the charter sets a shorter period (Article 113(1)).
The consequences of falling short are spelled out in Article 47(3): a member who fails to contribute as committed automatically ceases to be a member; a member who contributes only partially holds rights proportional to the actual contribution and may not transfer the right to purchase the uncontributed portion. The company must then register an adjustment of its charter capital. Beyond the legal mechanics, “paper capital” that differs from paid-in capital is one of the first things tax authorities and banks examine during any inspection.
On the mechanics of funding: foreign investors contribute foreign currency through a direct investment capital account opened at a licensed bank, under the State Bank of Vietnam’s foreign exchange regulations. Every capital inflow — and later, every lawful profit remittance abroad — flows through this account. Opening it is one of the first tasks after the IRC and ERC are issued.
Beyond the registered figure: what it actually costs to start operating
Consider a Dutch logistics group setting up a wholly foreign-owned service company in Haiphong: registered charter capital of USD 300,000 against investment capital of USD 1.2 million (the balance being working-capital facilities). The USD 300,000 was not dictated by any statute — it was the arithmetic of six months’ warehouse deposit, the vehicle fleet’s first instalment, three months of payroll, and a buffer for the sub-licences a logistics operator needs.
A trading company in Ho Chi Minh City might genuinely launch on a few tens of thousands of dollars of charter capital — but if it buys and sells goods, the investor must check whether it needs a Business Licence under Decree No. 342/2026/ND-CP (effective 18 October 2026, replacing Decree No. 09/2018/ND-CP), because licence-compliance costs belong in the capital budget too.
One small but telling detail: registered charter capital also determines the annual business licence tax (2–3 million VND per year depending on the capital band) — a reminder that every figure on the licence has real financial consequences.
Frequently asked questions
1. Can I register USD 1,000 of charter capital for my 100% foreign-owned company?
In principle the law does not forbid it, since there is no general minimum. But you must actually contribute that USD 1,000 within 90 days, and you must convince the investment registration authority that your project is feasible at that capital level. For most real projects, that figure will not be persuasive.
2. My investment capital on the IRC is much larger than my charter capital on the ERC. Is that a problem?
Not a violation — the two figures serve different purposes. But a large gap (say, USD 10 million of investment capital against USD 50,000 of charter capital) will prompt the authority and your bank to question where the real operating funds come from. The two figures should tell a consistent story with your project’s financial plan.
3. What happens if I do not contribute the full charter capital within 90 days?
The direct consequence under the Enterprise Law concerns membership status and the obligation to register a capital adjustment (Article 47(3)). Declaring charter capital that does not reflect reality can also attract administrative penalties under current regulations. More practically, inflated paper capital damages credibility with partners, banks and tax authorities.
4. Can a foreign investor contribute capital in foreign currency from abroad?
Yes. Foreign investors contribute foreign currency through a direct investment capital account opened in Vietnam, in line with the State Bank of Vietnam’s foreign exchange regulations. Later profit remittances abroad are also channelled through this account once the conditions are met.
5. My business line has a legal capital requirement. How do I prove compliance?
Registered charter capital must be at or above the sector’s legal capital floor, and it must be fully contributed within the standard 90 days. Some sectors additionally require proof of actually paid-in capital (such as a bank account blocking confirmation) as part of the sub-licence dossier. Check the sector-specific legislation for your exact business line, because legal capital floors differ even between activities within the same sector (for example, among securities business lines).
This article provides general reference information and does not replace legal advice for any specific case. Regulations may change; investors should consult the original legal texts or a qualified lawyer before making decisions.
This article has been quality-reviewed by the FLAW AI Legal Council