Increasing Charter Capital of an FDI Enterprise in Vietnam — Procedures and IRC Amendment

When a foreign-invested enterprise (FDI) in Vietnam decides to increase its charter capital, the legal procedure is considerably more complex than for a purely domestic company. The reason: an FDI enterprise operates under two parallel licenses — the Enterprise Registration Certificate (ERC), which records charter capital under enterprise law, and the Investment Registration Certificate (IRC), which records the project investment capital under investment law. Increasing charter capital while missing either procedure can lead to administrative penalties and complications in capital contribution, profit repatriation, or tax finalization.

1. Distinguishing “charter capital” from “project investment capital”

In practice, a charter capital increase usually goes hand in hand with an increase in project investment capital (for example, when investors inject additional capital to expand production). In that case the enterprise must complete both procedures.

2. Amending the IRC when increasing investment capital

Under the Law on Investment 2025 (143/2025/QH15, effective from 1 March 2026) and Decree 96/2026/ND-CP (effective from 31 March 2026), an investor increasing project investment capital must carry out an investment project adjustment procedure with the investment registration authority (typically the Industrial Park Management Board, or the provincial Department of Finance).

The adjustment dossier includes:

• Written request for project adjustment;
• Report on project implementation status up to the adjustment request date;
• The investor decision on the capital increase (for institutional investors);
• Explanation of the reasons for the increase and the plan for using the additional capital;
• Documents proving the investor financial capacity (financial statements, bank statements, financial support commitments).

Note: if the capital increase involves a new foreign investor contributing capital or acquiring shares/stakes, the enterprise may first need to complete the registration of capital contribution, share or stake purchase under Article 21 of the Law on Investment 2025 and Article 75 of Decree 96/2026/ND-CP before amending the IRC.

3. Registering the charter capital change (ERC)

Under Article 30 of the Law on Enterprises 2020, a company must register changes to its Enterprise Registration Certificate within 10 days of a charter capital change. The dossier is filed with the provincial business registration authority where the company is headquartered, and includes:

• Notice of enterprise registration change signed by the legal representative;
• Resolution, decision and meeting minutes of the company owner (single-member LLC), the Members Council (multi-member LLC), or the General Meeting of Shareholders (joint-stock company) on the charter capital increase;
• The investment registration authority written approval of the foreign investor capital contribution, share or stake purchase — where such registration is required under the Law on Investment;
• The amended company charter (if charter capital provisions change).

Within 03 working days of receiving a valid dossier, the business registration authority issues the new Enterprise Registration Certificate. The enterprise must then publish the change on the National Business Registration Portal (Article 32 of the Law on Enterprises 2020) and file a supplementary business license tax declaration.

Enterprise registration procedures are currently guided by Decree 168/2025/ND-CP (effective from 1 July 2025, replacing Decree 01/2021/ND-CP).

Update note: Decree 296/2026/ND-CP (effective 23 July 2026) has amended Decree 168/2025/ND-CP on enterprise registration. Notable new points: prohibition of nominee shareholding for enterprise establishment; electronic authentication in enterprise registration; beneficial owner identification (25% threshold).

4. Practical sequence

1. Step 1: The competent corporate body (owner/Members Council/GMS) approves the capital increase policy;
2. Step 2: If a new foreign investor participates, complete the capital contribution/share purchase registration;
3. Step 3: File the project adjustment dossier and obtain the amended IRC;
4. Step 4: File the charter capital change registration and obtain the new ERC (within 10 days of the change);
5. Step 5: Publish the change information; file the supplementary license tax declaration;
6. Step 6: Make the actual capital contribution via the capital account and update accounting books.

Steps 2–4 can be prepared in parallel to save time, but legally the IRC amendment should be completed before the ERC change registration, since the amended IRC evidences the lawfulness of the capital increase round.

5. Common mistakes

• Changing only the ERC and forgetting the IRC amendment (or vice versa);
• Missing the 10-day deadline for charter capital change registration;
• Signing a capital transfer contract with a new foreign investor before obtaining contribution approval;
• Failing to publish the change on the National Portal;
• Forgetting the supplementary business license tax declaration after the increase.

Prepared by the FLAW AI Legal Council. This content is pending QA Council review before submission for approval.