Increasing charter capital is a major corporate decision — yet many companies focus only on “contributing more money” and forget the duty to register the enterprise registration change within 10 days of the change. Late filing risks penalties and, worse, the additional capital is not legally recognised.
This article details the dossier and the 4-step process for registering a charter capital increase under Decree 168/2025/ND-CP (effective 1 July 2025, replacing Decree 01/2021/ND-CP), with a comparison table distinguishing a “charter capital increase” from an “investment capital increase” — a common FDI confusion — and notes on the new ban on nominee capital contributions.
When must you register? The 10-day deadline
Under Article 31 of the Enterprise Law 59/2020/QH14, enterprises must register enterprise registration changes within 10 days of the change date. For a capital increase, the “change date” is usually the date the General Meeting of Shareholders/Members’ Council adopts the capital-increase resolution, or the date capital contribution is completed, depending on the resolution’s structure — pin this down to avoid miscalculating the deadline.
Consequences of delay: administrative penalties for enterprise-registration violations; and a mismatch between the ERC’s stated capital and reality will obstruct bank borrowing, bidding, or tax reconciliations.
The 4-step registration process
Step 1 — Adopt the capital-increase resolution/decision
The General Meeting of Shareholders (joint-stock company) or Members’ Council (limited liability company) adopts: the new charter capital amount, the increase method (additional contributions, share issuance, stock dividends, etc.), the contribution deadline and handling of uncontributed portions.
Step 2 — Contribute capital and collect proof
Members/shareholders contribute per the resolution; collect proof of paid contributions/share purchases (bank transfer slips, receipts, etc.). Note the 90-day deadline for full contribution from ERC issuance (for new establishments) or per the capital-increase resolution.
Step 3 — Prepare and file the dossier
The dossier under Article 44.1 and 44.5 of Decree 168/2025 (for joint-stock companies) comprises:
- The application for enterprise registration change;
- The General Meeting of Shareholders resolution on the capital increase;
- Proof of paid capital contributions/share purchases;
- Approval from the investment registration authority — mandatory where a shareholder is a foreign investor subject to capital-contribution/share-purchase registration.
File with the provincial Business Registration Office (in person or online).
Step 4 — Receive the new ERC and publish
Within 3 working days, the Office issues a new ERC stating the increased capital. The company must publish the registration content on the National Portal as required.
Special case: stock dividends
When a company pays dividends in shares (increasing charter capital), it must register the increase within 10 days of completing the dividend payment — and no separate share-offering procedure is required. A nuance many corporate accountants miss.
Charter capital increase vs. investment capital increase
| Criterion | Charter capital increase | Investment capital increase |
|---|---|---|
| Nature | Capital stated on the ERC | Total project investment stated on the IRC |
| Authority | Business registration authority | Investment registration authority |
| Basis | Enterprise Law + Decree 168/2025 | Investment Law 143/2025/QH15 (effective 1 March 2026) |
| Outcome | New ERC | Amended IRC |
FDI companies often confuse these two procedures: increasing project investment capital (IRC amendment) while forgetting the charter capital registration (ERC), or vice versa. They are independent procedures at two different authorities — do both when both capitals change.
Three key notes
- Ban on nominee contributions: Decree 296/2026/ND-CP (effective 23 July 2026) newly bans standing in for another person to contribute capital (amending Article 4.1 of Decree 168/2025). Any “name-lending” arrangement on capital contribution certificates is a violation — both the nominee and the principal may be sanctioned.
- Foreign-investor shareholders: where subject to contribution/share-purchase registration, obtain the investment registration authority’s approval before filing the capital-increase dossier.
- The 90-day full-contribution deadline: track actual contribution progress closely; registering an increase not yet actually contributed risks penalties and a forced capital reduction.
Frequently asked questions
Does a charter capital increase need investment-policy approval?
No — this is an enterprise-registration procedure, not an investment procedure. But a parallel project investment capital increase requires a separate IRC amendment.
Can we register before capital is fully contributed?
You should not. The dossier requires proof of paid contributions; fictitious registration risks penalties.
How are nominee capital contributions sanctioned?
Since 23 July 2026, Decree 296/2026 bans standing in for others to contribute capital (amending Decree 168/2025 Article 4.1); violations face administrative penalties and remediation orders.
Legal basis
- Enterprise Law 59/2020/QH14 (as amended by Law 76/2025/QH15, effective 1 July 2025): Article 31.
- Decree 168/2025/ND-CP (effective 1 July 2025; replacing Decree 01/2021 per Article 124): Article 4.1, Article 44.1, Article 44.5.
- Decree 296/2026/ND-CP (effective 23 July 2026): nominee-contribution ban.
- Investment Law 143/2025/QH15 (effective 1 March 2026).
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Need help with charter capital increase procedures? Contact FLAT Law Firm via our contact page.
The information in this article is general in nature and does not constitute legal advice. Specific dossiers depend on company type and the local business registration authority. Instrument status verified as of 14 October 2026.
Transparency: this article was prepared by the FLAW AI Legal Council using AI systems. This article is awaiting review by the QA Council and has not been reviewed by a practising lawyer.