Charter Capital and Capital Contribution: Vietnam vs China — What Investors Must Know
One of the biggest legal "shocks" for Chinese investors incorporating in Vietnam is the capital contribution deadline: 5 years in China, only 90 days in Vietnam. Many investors bring the "register big capital and pay gradually" mindset to Vietnam and stumble at bank appraisal — or even face penalties. This article fully compares the charter capital regimes of both countries.
Contents
- 1. Quick comparison table
- 2. Vietnam: 90 days and the actually-contributed-capital principle
- 3. China: 5 years and the subscribed-capital mechanism
- 4. Late-contribution penalties: two different philosophies
- 5. Liability of those who have not fully contributed
- 6. Recommendations for two-way investors
- 7. Frequently asked questions
- 8. When to work with a lawyer
- References
1. Quick comparison table
| Criterion | Vietnam | China |
|---|---|---|
| Source law | Law on Enterprises 76/2025 | Company Law 2023 revision (eff. 01/7/2024) |
| Contribution deadline | 90 days from ERC issuance | 5 years from establishment (Art. 47) |
| General minimum capital | None | None (since the 2013 reform) |
| Late-contribution penalty | Reduce charter capital; liability within uncontributed amount; administrative fines | Capital call (催缴); failure to pay → forfeiture (失权) |
| Board duty | — | Board must verify and call capital contributions |
2. Vietnam: 90 days and the actually-contributed-capital principle
The Law on Enterprises 76/2025 (effective 01/7/2025, continuing the 2020 Law) requires members/shareholders to fully contribute committed charter capital within 90 days of Enterprise Registration Certificate issuance. After the deadline with shortfalls:
- The company must register a reduction of charter capital to the actually contributed amount;
- Non-contributing members/shareholders must still pay the shortfall and bear liability for the company's financial obligations within the uncontributed amount;
- Administrative penalties may apply.
Vietnam's philosophy is actually contributed capital: the charter capital figure on the license must reflect real money in the company. Banks, partners and tax authorities may all demand proof of actual contribution — registering "huge" capital without paying it only creates risk.
3. China: 5 years and the subscribed-capital mechanism
The PRC Company Law revised in 2023 (adopted 29/12/2023, effective 01/7/2024) provides in Article 47: shareholders of a limited liability company subscribe (认缴) their capital and must fully pay within 5 years of the company's establishment.
This was a tightening round — after the 2013 reform, China applied a pure subscription system (no deadline, no minimum capital), producing registrations of hundreds of millions of RMB with zero paid in. The 5-year rule is the new balance: still far more flexible than Vietnam, but with a clear time cap.
4. Late-contribution penalties: two different philosophies
- Vietnam: "bring the number back to reality" — reduce charter capital, plus financial liability and administrative fines. The company survives, but its charter capital is "deflated".
- China (Article 52): "strip the rights" — the company issues a written capital call (催缴); after the call period the shareholder still does not pay, the company may issue a forfeiture notice (失权), stripping shareholder rights over the unpaid portion. Meanwhile, the board of directors has a legal duty to verify (核查) and call capital contributions — directors failing this duty may bear liability.
5. Liability of those who have not fully contributed
In both countries, limited liability within contributed capital is partly "pierced" when contributions are incomplete:
- Vietnam: liability for the company's financial obligations within the uncontributed amount — creditors can "reach" the capital the member promised but never paid.
- China: shareholders who have not fully contributed must pay the shortfall; the company and creditors have mechanisms to demand performance, even before the company's own debts fall due.
6. Recommendations for two-way investors
Chinese investors entering Vietnam:
- Forget the "5-year" mindset — prepare contribution cash flow before filing incorporation.
- Register realistic charter capital matching the total investment in the IRC — oversized registered capital without actual payment causes more trouble than benefit.
- Keep full bank proof of contributions — it is the "passport" for borrowing, bidding and audits.
Vietnamese investors entering China:
- Use the 5 years for cash-flow flexibility, but do not register capital far beyond capacity — the forfeiture mechanism can strip shareholder rights.
- Note the board's capital-call duty — companies need internal procedures tracking shareholder contribution progress.
7. Frequently asked questions
Q: What is the charter capital contribution deadline in Vietnam?
A: 90 days from issuance of the Enterprise Registration Certificate under the Law on Enterprises 76/2025. If not fully contributed, the company must register a reduction of charter capital to the actually contributed amount.
Q: What is the capital contribution deadline in China?
A: Under the PRC Company Law (2023 revision, effective 01/7/2024), shareholders of a limited liability company must fully pay their subscribed capital within 5 years of the company's establishment (Article 47).
Q: Do Vietnam and China impose a general minimum charter capital?
A: No. Both countries have abolished the general statutory minimum (except special sectors such as banking and insurance). The amount is decided by investors but must suit the project scale.
Q: How is late capital contribution handled in Vietnam?
A: Members/shareholders must pay the shortfall and bear liability for the company's financial obligations within the uncontributed amount. The company must reduce its charter capital to the actually contributed capital and may face administrative penalties.
Q: How is late capital contribution handled in China?
A: The company issues a written capital call (催缴); if the shareholder still fails to pay, the company may issue a forfeiture notice (失权) for the unpaid portion. The board of directors has a duty to verify and call capital contributions.
Q: What should Chinese investors entering Vietnam note about charter capital?
A: Do not apply China's "5-year" mindset to Vietnam — the 90-day deadline is very short. Prepare contribution cash flow before filing incorporation, as banks and partners check actually contributed capital.
8. When to work with a lawyer
Work with a lawyer when: preparing incorporation and setting appropriate charter capital; the 90-day deadline has passed without full contribution and a remedy plan is needed; a Chinese shareholder facing capital-call/forfeiture procedures; or designing a company charter with tight contribution and transfer mechanisms. FLAT Law Firm's China Desk supports two-way investors — contact hotline 0988424851.
References
- Law on Enterprises 76/2025/QH15 (effective 01/7/2025).
- Company Law of the People's Republic of China (2023 revision, adopted 29/12/2023, effective 01/7/2024).
- Content cross-checked at time of writing (28/9/2026).
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