Scenario: an FDI company in Bac Ninh has just completed its final capital transfer through the bank, reaching 100% of its charter capital before the 90-day deadline. The accountant asks: “Is that it, or do we need further paperwork to prove the capital is fully contributed?” This seemingly simple question touches a common blind spot: the law requires not only contributing the capital in full, but proving it with valid documentation — and the confirming party is not the bank, but the company itself.
The legal basis: the company itself confirms
Article 47 of the Law on Enterprises No. 59/2020/QH14 (effective 1 January 2021; amended by Law No. 76/2025/QH15, effective 1 July 2025) governs capital contributions for multi-member limited liability companies. Clause 5 of Article 47 provides: at the time a member has fully paid its committed contribution, the company must issue a capital contribution certificate corresponding to the contributed value. Clause 6 lists the mandatory contents of the certificate: the company name, enterprise code and head-office address; the charter capital; the member’s identification details; the contributed amount and ratio; the certificate number and issuance date; and the name and signature of the legal representative.
The confirming party is therefore the company itself, acting through its legal representative who signs the certificate. For single-member LLCs (Article 75) and joint stock companies (Article 113), the law does not mandate this exact certificate, but in practice companies still prepare equivalent written confirmations for internal records and audit purposes.
Three layers of evidence in practice
In practice, confirming full capital contribution — especially for a foreign-invested company — typically rests on three independent, mutually reinforcing layers of documents. The first layer is the capital contribution certificate issued by the company under Clauses 5 and 6 of Article 47, accompanied by the member register recording the contributor’s details. The second layer is banking evidence: for foreign investors, monetary contributions must be made by wire transfer into a foreign investment capital account in Vietnam (ICA) under Clause 4, Article 4 of Circular No. 38/2026/TT-NHNN (which replaced Circular No. 06/2019/TT-NHNN from 18 August 2026) — payment orders, credit advices and ICA statements serve as proof of the cash flow. The third layer is the independent audit: foreign-invested enterprises must have their annual financial statements audited (Point a, Clause 1, Article 37 of the Law on Independent Audit No. 67/2011/QH12), and the auditor reconciles actually contributed capital against registered charter capital.
The boundary must be drawn clearly: a bank does not “confirm capital contributions” — it only confirms that a transfer was executed. Interpreting that transfer as one member’s capital contribution, and in what ratio, is the company’s job, reflected in the contribution certificate and the accounting books.
What is confirmation for: four practical purposes
First, proving member status in internal ownership disputes — the contribution certificate and member register are direct evidence. Second, supporting stake transfers: a transferee under Article 52 of the Law on Enterprises 2020 always asks the transferor to present the certificate to verify the stake actually held. Third, dealing with banks and licensing authorities: loan dossiers and sub-license applications often require proof that charter capital has actually been paid in. Fourth, surviving inspections: tax authorities may raise questions where registered charter capital diverges significantly from actually contributed capital over a long period.
Action checklist: the capital confirmation file for a new company
A newly established company should complete the following file as soon as capital is fully contributed: (1) payment orders and credit advices for each transfer via the ICA account (for foreign investors); (2) the capital contribution certificate signed by the legal representative, containing all items required by Clause 6, Article 47; (3) the updated member register; (4) valuation records where contributions are made in assets; (5) archive everything with the company’s legal file for the annual audit. Important note: the contribution certificate is not filed with the business registration office — it is an internal document, yet the most valuable one if a capital dispute ever arises.
Frequently asked questions
Who signs the capital contribution certificate?
The company’s legal representative — Clause 6, Article 47 of the Law on Enterprises 2020 requires the certificate to bear the legal representative’s name and signature. It need not be the Chairman of the Members’ Council, but whoever holds the legal representative title at issuance.
Does the bank issue a “confirmation of full contribution”?
No. Banks only provide transaction evidence: payment orders, credit advices and account statements. A bank has neither the function nor the responsibility to confirm that a transfer constitutes a particular member’s capital contribution. That confirmation belongs to the company via the contribution certificate.
What if the contribution certificate is lost?
Member status is not lost, since the member register and banking evidence remain as proof. The company should record the loss in writing, then reissue a new certificate with a new serial number while cancelling the old one in its tracking log to prevent misuse.
Must a single-member LLC issue this certificate?
The law does not require it — Article 47 applies to multi-member LLCs. In practice, however, an equivalent written confirmation is advisable to separate company assets from the owner’s personal assets and to support the mandatory annual audit of financial statements.
This article has been quality-reviewed by the FLAW AI Legal Council