Three years after fully contributing VND 200 billion of charter capital, an electronics plant decides to raise capital to VND 320 billion to fund a new line with equity instead of debt. The legal team must answer three connected questions: how do the corporate procedures differ from incorporation, which route does the additional money travel, and must the investment certificate be amended in step?
This article splits the increase into two file faces — the enterprise face at the business registration authority and the project face at the investment registration authority — and clarifies the deadline for the additional contribution and the tax-incentive impact.
The enterprise face: the increase resolution and change registration
Unlike the initial contribution tied to incorporation, a charter capital increase is an internal decision before it is a state procedure: the Members’ Council (or General Meeting of Shareholders) adopts an increase resolution stating the added amount, the allocation among members — pro rata to existing ratios or a separate increase by one member — and the deadline for contributing the increment. This resolution grounds every later step, including opening the way to a new investor if the increase is used to admit one. For a joint stock company issuing more shares, the resolution simultaneously fixes the share class offered and existing shareholders’ pre-emptive order.
After the resolution, the enterprise files the charter capital change under Decree 168/2025/ND-CP with the Business Registration Office; a valid dossier is processed within three working days. Two timing approaches are accepted in practice: contribute first and register the change on contributed figures, or register first and contribute within the committed deadline — FDI enterprises usually contribute through the capital account before registering, so the registration file already holds bank evidence and avoids a supplementary explanation round. An increment not fully contributed within its committed deadline is treated like uncontributed capital: it is not recognised in the capital structure and the company must adjust back down to the contributed amount.
The deadline for the increment, and the money’s route
The Enterprise Law 59/2020/QH14 does not mechanically apply the incorporation contribution’s 90-day mark to the increment: the deadline for contributing the additional capital is decided by the company’s competent body and recorded in the increase resolution. This freedom comes with discipline: the recorded deadline is each member’s legal commitment, and missing it triggers consequences similar to uncontributed formation capital — the company registers charter capital back down to the contributed amount and the late member bears liability connected with obligations arising during the commitment period. Enterprises with clean files usually set a short, specific deadline (for instance 60 or 90 days from the resolution) so banks and post-check authorities can reconcile easily.
The money’s route is unchanged from the first round: the foreign investor’s increment must be transferred into the investment capital account (ICA) under Circular 38/2026/TT-NHNN, with remittance wording stating it is additional capital contribution under the increase resolution. Increment money wired into the payment account repeats exactly the known wrong-channel incident — it is not recorded as contributed capital. Once the money is fully in, the enterprise updates the member register with the new ratios and assembles the increase file (resolution, ICA documents, new ERC) as its own dossier.
The project face: when the IRC must be amended, and tax incentives
Additional charter capital is usually a component of the project’s investment capital on the Investment Registration Certificate. When the charter increase raises the investor’s contributed portion within the project’s total investment capital — the typical case of a plant raising capital to expand the very licensed project — the enterprise must simultaneously amend the IRC’s investment capital and contribution schedule under the Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP. The enterprise and investment files need unified figures: the investment authority cross-checks the new ERC, and the business registration authority may ask to see the amended IRC where the increment attaches to the project. If the increment serves activities outside the licensed project, instead of amending the existing IRC the enterprise may have to register a new project for the added activity.
On tax incentives: an increase does not automatically widen incentives currently enjoyed. Investment incentives and corporate income tax incentives attach to the project and specific conditions (sector, location, capital scale, revenue, headcount) determined when the project was approved and under the rules of each period; added investment from a project expansion is assessed for incentives on the expansion part’s own conditions, separately from the original part enjoying incentives. An enterprise expecting the increase to “extend” its incentive period should check the approval document and current incentive rules before financial planning — in many cases an increase only scales the absolute size of incentives relative to revenue, without changing the preferential rate or its duration.
Frequently asked questions
Having contributed in full, what is the procedure to increase charter capital further?
Four connected steps: (1) the Members’ Council or General Meeting of Shareholders adopts an increase resolution stating the added amount, the allocation among members and the deadline for the increment; (2) members transfer the increment into the investment capital account (ICA) under Circular 38/2026/TT-NHNN with additional-contribution wording; (3) file the charter capital change under Decree 168/2025/ND-CP with the Business Registration Office, processed in three working days for a valid dossier; (4) update the charter and the member register and — if the increment forms part of the project’s investment capital — amend the Investment Registration Certificate correspondingly.
Must the IRC be amended when charter capital increases?
Yes, when the added charter capital constitutes the investor’s contributed portion within the total investment capital recorded on the IRC — the common case where the enterprise raises capital to expand the very licensed project. The enterprise then amends the IRC’s investment capital and contribution schedule under the Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP, synchronising figures with the charter capital change file. If the increment serves activities outside the licensed project’s scope, the enterprise does not amend the existing IRC but must consider registering a new investment project for that added activity.
What is the deadline for contributing the additional capital?
It is not rigidly bound to the 90-day mark of the formation contribution. Under the Enterprise Law 59/2020/QH14 mechanism, the deadline for the increment is decided by the Members’ Council or General Meeting of Shareholders and recorded in the increase resolution; the recorded deadline binds each member as a commitment. Missing it without full contribution obliges the company to register charter capital back down to the contributed amount, and the late member bears liability for related obligations arising during the commitment period. Clean-file practice usually sets 60–90 days from the resolution so bank-document reconciliation and post-checks proceed smoothly.
Does a capital increase affect tax incentives currently enjoyed?
An increase does not automatically expand or extend tax incentives. Corporate income tax incentives attach to the project and its incentive conditions (sector, location, scale, schedule) at the time the project was approved under the rules of each period; capital added to expand the project is assessed for incentives on the expansion part separately and does not change the preferential rate or enjoyment period of the original part. Practically, an increase may raise the revenue scale enjoying incentives without adding incentive years; the enterprise should reconcile the investment approval document and current incentive rules before building incentive assumptions into the increase’s financial plan.
This article has been quality-reviewed by the FLAW AI Legal Council