For an FDI company, “capital” exists on two easily confused levels: charter capital on the Enterprise Registration Certificate and total investment capital on the Investment Registration Certificate (IRC). Increasing charter capital without reviewing total investment capital on the IRC — or vice versa — creates a misaligned file, and that is exactly the first thing the appraising authority looks at. One more layer: a foreign investor’s capital contribution cash flow must go through the direct investment capital account under foreign exchange rules; it cannot be transferred arbitrarily from a payment account.
This article distinguishes the two capital levels, the increase/decrease sequences, the obligation to contribute capital in full on time, and the foreign exchange points in-house accountants often miss.
Quick summary
| Topic | Changing an FDI company’s charter capital: charter capital vs total investment capital, increase/decrease sequences, contribution and foreign exchange |
|---|---|
| Key point | Charter capital changes must be synchronized with total investment capital on the IRC; foreign investors’ contribution money goes through the direct investment capital account |
| Deadline to remember | Contribute charter capital in full within 90 days of the Enterprise Registration Certificate issuance (unless the charter provides otherwise in line with law) |
| Biggest risk | Capital mismatch between enterprise registration and IRC; contribution money sent via the wrong foreign exchange channel; capital reduction without proper creditor protection sequence |
Two capital levels: don’t confuse them
| Criterion | Charter capital | Total investment capital (on the IRC) |
|---|---|---|
| Recorded on | Enterprise Registration Certificate | Investment Registration Certificate |
| Nature | Total asset value contributed and committed by owners/members/shareholders | Total funding for the project, including contributed capital and mobilized capital |
| Changes when | Increasing/decreasing owners’ contributed capital | Changing project scale (increasing contributed or borrowed project capital) |
| Authority | Business registration authority | Investment registration authority |
Synchronization rule: increasing charter capital to expand the project means reviewing whether the IRC must be amended (total investment capital, contribution schedule); reducing charter capital means checking whether commitments to the IRC-issuing authority change.
Increasing charter capital: methods and sequence
- Determine the increase form: additional contributions by existing owners/members/shareholders; admitting new members/shareholders (with an accompanying capital transfer transaction); or increasing from retained earnings/owner’s equity.
- Internal decision: the decision of the single-member LLC owner / Members’ Council / General Meeting of Shareholders, with charter amendments on the new capital level and ownership structure.
- Make the contribution: transfer money through the direct investment capital account; keep complete bank vouchers.
- Register the change: notify the enterprise registration content change at the business registration authority under Decree 168/2025/ND-CP; synchronize the IRC if needed.
Reducing charter capital: when allowed, which procedure
Reduction is only permitted in cases allowed by law (e.g., repaying part of contributed capital when the company has operated continuously for at least 2 years and ensures full debt payment after reduction; repurchasing contributed capital/shares on request or by company decision). The key point: the ability to pay debts and other asset obligations after the reduction must be ensured — the registration authority will examine this factor. For FDI, reduction also entails adjusting cash flows on the capital account and possibly amending the IRC.
Contributing capital: deadline, forms, foreign exchange channel
- Deadline: members/shareholders must contribute their committed capital in full within 90 days of the Enterprise Registration Certificate issuance. If the deadline passes without full contribution, charter capital must be adjusted to the actually contributed amount, with corresponding liability.
- Forms: money (Vietnamese dong or freely convertible foreign currency), assets, property rights — contributed assets must be valued per regulations.
- Foreign exchange channel: foreign investors transferring capital into Vietnam and profits/capital out of Vietnam do so through the direct investment capital account opened at a licensed bank; all money transfers relating to direct investment capital must go through this account.
- If increasing capital to meet sector conditions (statutory capital), handle in parallel with the business line addition procedure to avoid getting stuck on conditions.
Legal basis
- Law on Investment 2025;
- Law 76/2025/QH15 amending the Law on Enterprises;
- Decree 168/2025/ND-CP on enterprise registration;
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance;
- Foreign exchange management law for foreign direct investment (direct investment capital accounts).
Common FDI traps
1. Enterprise registration–IRC capital mismatch. Increasing charter capital while total investment capital on the IRC stays the same (or vice versa) — inconsistent file, trouble in subsequent procedures.
2. Contribution money sent via the wrong channel. The investor transfers from a personal/payment account instead of through the direct investment capital account — hard to evidence the contribution source, trouble when repatriating profits.
3. Not contributing in full within 90 days. Large “on-paper” charter capital but short actual contribution — violating the contribution obligation and requiring a downward adjustment to match reality.
FAQ
Does increasing charter capital require an IRC amendment?
If the increase changes the project’s total investment capital or contribution schedule on the IRC, it must be amended. See the investment project amendment checklist.
May foreign investors contribute capital in foreign currency?
Yes, in freely convertible foreign currency, but it must go through the direct investment capital account opened at a licensed bank in Vietnam.
What if capital is not fully contributed after 90 days?
Charter capital must be registered down to the actually contributed amount; members/shareholders who under-contributed bear corresponding liability for the committed portion per regulations.
Is reducing an FDI company’s charter capital difficult?
Harder than increasing: only allowed in law-permitted cases and full post-reduction debt payment must be ensured; for FDI it also involves the capital account and the IRC.
Does increasing capital from retained earnings require transfers through the capital account?
It is essentially using existing owner’s equity; clear accounting vouchers and charter capital change registration are still needed. Specific cases should be checked with the bank and auditors.
When should a lawyer be involved?
When capital increase/decrease involves ownership restructuring, new investors, or complex foreign exchange cash flows — a seamless sequence of contribution, registration and IRC synchronization must be designed.
