Charter capital is one of the first decisions an investor must make when incorporating — yet Vietnam and China have fundamentally different capital contribution regimes, especially on the contribution deadline. Confusing the two systems is a common reason Chinese investors in Vietnam (and vice versa) breach contribution deadlines in their very first year. This article compares the current legal frameworks of both countries.
Vietnam: a hard 90-day contribution deadline
Definition (Article 4.34, consolidated document 67/VBHN-VPQH): charter capital is the total value of assets that members/owners have contributed or committed to contribute (LLCs, partnerships); or the total par value of shares sold or registered for purchase (joint-stock companies).
Contribution deadline: 90 days from issuance of the Enterprise Registration Certificate — a hard deadline for all three company forms: multi-member LLCs (Article 47.2), single-member LLCs (Article 75.2) and joint-stock companies (Article 113.1). Time spent on transport, import of assets and administrative procedures for ownership transfer does not count toward the 90 days.
Consequences of shortfall: a member who contributes nothing automatically loses membership status for the uncontributed portion; partial contributors enjoy rights proportionate to what was paid; the company must register a capital reduction within 30 days; and members/owners remain liable for their committed capital against financial obligations arising before the adjustment date.
No general minimum charter capital — floors exist only for conditional business lines under sectoral laws (legal capital). Inflating charter capital (declaring capital never actually contributed) is a prohibited act (Article 16.5, as amended by Law 76/2025/QH15), punishable by fines of up to VND 100 million (Article 47 of Decree 122/2021/ND-CP, the bracket for capital of VND 100 billion or more). From 23 July 2026, Decree 296/2026/ND-CP further bans nominee shareholding and applies a 25% beneficial-owner threshold.
China: a 5-year window — now being tightened
The governing law is the PRC Company Law as amended on 29 December 2023, effective 1 July 2024 (15 chapters, 266 articles) — always cite this amended version, not the 2018/2005 texts.
Deadline: LLCs must fully pay their registered capital within 5 years of incorporation (Article 47.1); joint-stock companies must be fully paid before incorporation. Companies formed before 1 July 2024 must adjust their contribution schedules to no more than 5 years, with a practical final deadline of 30 June 2032 under the transitional rules.
No general minimum capital since the 2013 amendment (which removed the former RMB 30,000/100,000/5 million thresholds) — floors remain only in specific regulated sectors.
Contribution in kind (SAMR Measures of 20 December 2024, effective 10 February 2025): cash, tangible assets, intellectual property, land-use rights, equity interests and creditor’s rights; for the first time, data and virtual assets are permitted where the law recognises ownership rights. Shortfall mechanisms: the board of directors issues a capital call (minimum 60-day cure period) before forfeiting unpaid shares; an acceleration mechanism requires immediate payment when the company becomes unable to meet its debts; and capital information is publicly disclosed on the national enterprise credit system (Article 40).
Quick comparison
| Criterion | Vietnam | China |
|---|---|---|
| Contribution deadline | 90 days, hard, all company forms | 5 years (LLC); before incorporation (JSC) |
| General minimum capital | None | None (since 2013 amendment) |
| Shortfall | Loss of membership for unpaid portion; capital reduction within 30 days | Board capital call (≥60-day cure) then forfeiture; acceleration on insolvency |
| Assets accepted | VND, foreign currency, gold, land-use rights, IP, technology… | Plus creditor’s rights; data/virtual assets (from 2025, if ownership recognised) |
| Capital disclosure | Enterprise Registration Certificate, national registration portal | National enterprise credit information system |
Practical notes for cross-border investors
- Do not conflate the two deadlines: investors used to China’s 5-year window easily “miss the 90 days” in Vietnam — losing membership for the unpaid portion and being forced to register a capital reduction;
- Do not apply one country’s rules to the other’s companies: each company follows the law of its place of incorporation;
- When citing the PRC Company Law, always specify the 29 December 2023 amendment (effective 1 July 2024); specific article numbers for the capital-call/forfeiture/acceleration mechanisms should be checked against the full statutory text before citation, as secondary analyses may number them differently;
- In Vietnam, never leave “phantom” capital on the Enterprise Registration Certificate — that is capital inflation, a prohibited act punishable by fines of up to VND 100 million.
Frequently asked questions
Can Vietnam’s 90-day deadline be extended?
No. The 90 days from issuance of the Enterprise Registration Certificate is a hard deadline; if capital is not fully paid, the company must register a capital reduction within 30 days. There is no “automatic extension” mechanism.
What must Chinese companies formed before 1 July 2024 do?
They must adjust their contribution schedules to no more than 5 years under the transitional rules, with a practical final deadline of 30 June 2032. Companies should review their articles of association and contribution plans now.
Are data or virtual assets valid contributions in China?
Under the SAMR Measures (effective 10 February 2025), data and virtual assets are accepted as contributions for the first time where the law recognises ownership rights in them — a condition to be assessed case by case.
Can foreign investors use nominees to hold capital in Vietnam?
No. From 23 July 2026, Decree 296/2026/ND-CP bans nominee shareholding and applies a 25% beneficial-owner threshold.
Applicable legal framework
- Vietnam: Enterprise Law 59/2020/QH14, amending Laws 03/2022/QH15 and 76/2025/QH15; consolidated document 67/VBHN-VPQH (15/8/2025; latest amendment effective 01/7/2025); Decree 168/2025/ND-CP (effective 01/7/2025, replacing Decree 01/2021); Decree 122/2021/ND-CP; Decree 296/2026/ND-CP (effective 23/7/2026).
- China: PRC Company Law as amended 29/12/2023 (effective 01/7/2024); SAMR Measures on capital contributions of 20/12/2024 (effective 10/02/2025).
Further reading
- Charter Capital and Investment Capital of FDI Companies
- Changing the Charter Capital of an FDI Company in Vietnam
- Capital Contribution Deadlines for Foreign Investors in Vietnam
Investing across the Vietnam–China border? FLAT Law Firm advises on capital structuring, contribution timelines and compliance under both legal systems. Contact us.
This article is general information based on legal documents as of the publication date and does not constitute legal advice for any specific case. Transparency notice: the content was quality-reviewed by FLAT’s AI Legal Council (an AI content quality-control system), not approved by a human lawyer; please consult a lawyer to assess your specific situation.