Capital contribution deadlines for foreign investors in Vietnam are a “make-or-break” milestone for every FDI project: charter capital must be fully contributed within 90 days from the issuance of the Enterprise Registration Certificate, and late contribution is not only penalized but also distorts the entire registered capital structure with the investment authority. This article analyzes the deadline framework, accepted contribution forms and how to handle missed timelines.
The 90-Day Rule: When Must Charter Capital Be Fully Contributed?
The Enterprise Law 2020 (as amended by Law No. 76/2025/QH15) requires members and shareholders to fully contribute registered charter capital within 90 days from the issuance of the Enterprise Registration Certificate, unless the company charter sets a shorter period. This rule applies equally to domestic and foreign investors.
The FDI-specific point: foreign investors’ contribution funds must be transferred through the capital account opened at a licensed bank under Circular 38/2026/TT-NHNN — transfers straight into an ordinary payment account are not recognized as capital contributions. Many investors transfer money early but through the wrong channel, only discovering during checks that legally they have “not yet contributed capital”.
Distinguishing Charter Capital, Investment Capital and Disbursement Schedules
Three often-confused concepts: investment capital stated on the Investment Registration Certificate is the project’s total investment (including contributed and mobilized capital); charter capital is the capital investors commit to contribute to the company; disbursement schedule is the actual cash injection timeline per project needs. The 90-day rule applies to charter capital; project implementation progress (construction, procurement) follows the schedule on the Investment Registration Certificate. Companies need to synchronize these three layers of obligations from project inception.
Accepted Forms of Capital Contribution
Foreign investors may contribute capital by: cash (freely convertible foreign currency or Vietnamese dong — foreign currency must be sold/converted through the capital account under foreign exchange rules); machinery, equipment and technology lines (must be valued and undergo import procedures, noting regulations on used machinery); land use rights, intellectual property rights and other assets valuably assessable in Vietnamese dong. Asset contributions require strict valuation dossiers and ownership transfer — a point that often generates internal disputes later.
Insufficient or Late Contribution: Consequences and Remedies
After 90 days without full contribution, members who have not fully contributed must register to adjust charter capital to the actually contributed amount — meaning a capital reduction, and if this changes the Investment Registration Certificate contents, the investment dossier must be adjusted simultaneously. Failure to contribute fully and on time may also be subject to administrative penalties. Where there are objective reasons (delayed disbursement from the parent company, banking procedure obstacles), companies should proactively work with a lawyer to assess options: adjusting down capital, restructuring the contribution schedule in the charter (if still possible), or preparing explanatory dossiers. Alongside capital obligations, companies also need to complete work permits or work permit exemption confirmations for foreign managers and experts before they start working in Vietnam.
Frequently Asked Questions
When does the 90-day period start?
From the issuance date of the Enterprise Registration Certificate (not the Investment Registration Certificate), unless the company charter sets a shorter period.
May used machinery from abroad be contributed as capital?
Yes, but it must meet regulations on importing used machinery, equipment and technology lines (equipment age, certification dossiers) and must be valued with lawful ownership transfer.
May profits be remitted abroad if capital is not fully contributed?
Not advisable. Incomplete capital contribution obligations affect the legality of profit distribution decisions and subsequent capital transactions.
FLAT LAW FIRM advises on capital structuring for FDI projects: designing charter capital — investment capital, contribution procedures through the capital account, capital adjustments and handling contribution deadline violations. To review your company’s contribution obligations, please contact FLAT LAW FIRM.
