On the two licences of the same FDI enterprise in Vietnam, two different capital figures are usually printed, and that difference confuses not a few foreign investors: the investment registration certificate states the project’s total investment capital at USD 10 million, while the enterprise registration certificate shows charter capital of only 3 million. Where is the remaining 7 million? Is it a shortfall to be made up? And when a bank declines a loan citing “charter capital low relative to project scale”, which figure are they looking at? The two concepts belong to two different laws, govern two different things, and confusing them produces a chain of practical errors: contributing capital off-schedule, mobilising capital beyond the frame, and amending the wrong licence. This article separates the two concepts and pinpoints exactly where investors get confused.
Two figures, two laws: the capital of the enterprise and the capital of the project
Charter capital is a concept of Enterprise Law No. 59/2020/QH14: the total value of assets members and shareholders have contributed or committed to contribute within a set period, recorded in the company charter and shown on the enterprise registration certificate. It is the measure of the legal person’s committed equity — the figure determining ownership ratios, voting rights and each owner’s liability limit. Total investment capital is a concept of Investment Law No. 143/2025/QH15 and belongs to the project, not the legal person: the entire funding for implementing an investment project, comprising the investor’s contributed capital and mobilised capital, recorded in the investment registration certificate together with the contribution schedule and mobilisation schedule. One enterprise can run several projects with several different total investment capitals but has only one charter capital; conversely, a joint venture project has a fixed total investment capital while the project company’s charter capital changes with each increase round. The gap between total investment capital and the investor’s contributed capital is exactly the mobilised capital: bank loans, shareholder loans, bond issuance, supplier credit — every non-equity source. The 7 million gap in the example above is therefore not a shortfall: it is the portion of the project permitted to be debt- and mobilisation-financed, and the enterprise’s medium- and long-term foreign borrowing frame (outstanding debt not exceeding this gap) is built on precisely that logic.
Three classic confusions and the consequences of wrong figures
The first confusion: believing charter capital must equal the investor’s contributed capital in the project. In fact they coincide only where the enterprise is set up for a single project and the investor contributes entirely in equity; otherwise, charter capital is the total commitment of all owners in the legal person, while the contributed capital in the investment certificate is the investor’s commitment attached to that project. The second confusion: believing amending one licence is enough. Changing a project’s total investment capital (scaling up, changing the mobilisation schedule) is an investment registration certificate adjustment; changing charter capital is an enterprise registration content change with a charter amendment — two procedures at two different authorities, and many real changes (raising the investor’s contribution into the project while raising the project company’s charter capital) must run both, in the right sequence so the contribution schedule on the investment certificate matches the registered charter capital. The third confusion: believing the capital figures are mere paperwork. Authorised banks reconcile capital contribution flows through the investment capital account against the schedule on the investment registration certificate — contributing faster, slower or in a different structure than the licence can all be queried; and in credit appraisal banks look at both figures: total investment capital shows the project’s true scale, charter capital shows the equity cushion bearing risk ahead of creditors. Apart from certain conditional sectors setting a minimum legal capital under specialised law, the law sets no general minimum charter capital — but a charter capital too thin against the project scale becomes, by itself, a problem of credit standing, of foreign borrowing conditions, and of how the tax authority views the capital structure when assessing related-party transactions.
Self-checking the two capital figures in an FDI enterprise
- Charter capital (ERC plus charter): the legal person’s committed equity — ownership ratios, voting, liability limits.
- Total investment capital (IRC): the project’s entire funding equals investor contribution plus mobilised capital; the gap is not a shortfall but the debt financing frame.
- Change total investment capital: adjust the IRC. Change charter capital: register an enterprise registration change plus charter amendment. Real changes usually need both.
- The IRC contribution schedule is the basis on which banks reconcile money flows through the investment capital account — adjust the licence before deviating.
- Thin charter capital breaches no general law (outside legal-capital sectors) but weakens loan files and the foreign borrowing frame.
Frequently Asked Questions
How do charter capital and total investment capital differ?
They belong to two different objects. Charter capital is the enterprise’s committed equity: the total value of assets members and shareholders have contributed or committed to contribute, recorded in the charter and on the enterprise registration certificate under the 2020 Enterprise Law — it determines ownership ratios and liability limits. Total investment capital is the entire funding of an investment project under Investment Law No. 143/2025, comprising the investor’s contributed capital plus mobilised capital, recorded on the investment registration certificate. An enterprise has only one charter capital but may have several projects with several total investment capitals; and a project’s total investment capital is usually larger than the contributed portion because it includes debt financing.
Where does the gap between the two capital types come from?
From mobilised capital: funding sources that are not equity — domestic and foreign bank loans, shareholder loans, bond issuance, supplier trade credit and other lawful sources. The investment registration certificate states this structure expressly: the project’s total investment capital, of which the investor’s contribution is a stated amount, with the remainder as mobilised capital and its expected mobilisation schedule. The gap is also exactly the medium- and long-term foreign borrowing frame of an FDI enterprise: total outstanding medium- and long-term foreign debt may not exceed the difference between total investment capital and charter capital, so a project wanting to borrow heavily from abroad must either record a sufficiently large total investment capital or keep charter capital at a sensible level from project establishment.
If the capital on a licence is wrong, must it be corrected?
Yes, and at the licence corresponding to the wrong figure. If the change concerns the project — total investment capital, the investor’s contribution, the contribution schedule or the mobilisation schedule — the procedure is an investment registration certificate adjustment at the investment registration authority. If the change is the enterprise’s charter capital, the procedure is an enterprise registration content change at the business registration authority, with a charter amendment. Many cases need both because the two figures interlock, and leaving a wrong file standing not only risks administrative registration penalties but also blocks other steps: the bank cannot reconcile contribution flows, a foreign loan cannot be registered for exceeding the frame, and a counterparty’s diligence in a sale transaction will treat it as a compliance defect to be fixed before the deal.
Does low charter capital affect bank loans?
Yes, through at least three channels. The credit appraisal channel: banks assess the equity layer as the project’s first risk-bearing cushion — charter capital too thin against total investment weakens the loan file, and the bank may demand additional collateral or a parent company guarantee. The foreign borrowing frame channel: medium- and long-term foreign debt outstanding is limited to the gap between total investment capital and charter capital, so the capital structure recorded on the licences directly determines how much the enterprise can borrow from abroad. The compliance channel: certain conditional sectors require a minimum legal capital or charter capital under specialised law, and partners and sector licensing authorities will look at this figure. General enterprise law sets no minimum, but “not prohibited” does not mean “without consequences”.
This article has been quality-reviewed by the FLAW AI Legal Council