Scenario: a shareholder of an FDI joint stock company, delayed by an overseas wire procedure, only transfers the full value of his subscribed shares on day 100. He assumes that “being just 10 days late, with the money already in the company, it naturally counts as contributed.” This thinking misses the core point: the law recognises no concept of “topping up” after the deadline — once the 90 days expire, the founding-contribution obligation is closed, and a late transfer can only travel through different legal routes.
The legal basis: what happens when the 90 days expire?
The Law on Enterprises No. 59/2020/QH14 (effective 1 January 2021; amended by Law No. 76/2025/QH15, effective 1 July 2025) sets a uniform 90-day period from the issuance of the Enterprise Registration Certificate for all three company forms: multi-member LLCs (Clause 2, Article 47), single-member LLCs (Clause 2, Article 75) and joint stock companies (Clause 1, Article 113). If contributions are missing or incomplete when the period ends, the law acts decisively: a member who has not contributed ceases to be a member as a matter of course; a member who has partially contributed enjoys rights only in proportion to what was paid; and the unpaid portion is offered for sale under a resolution of the Members’ Council (Clause 3, Article 47). For joint stock companies, a shareholder who has not paid ceases to be a shareholder as a matter of course, unpaid shares are deemed unsold shares, and the Board of Directors may sell them (Clause 3, Article 113).
In other words, after day 90, the “unpaid committed portion” no longer exists as an obligation that can be fulfilled late — it has been transformed into an offered stake or unsold shares. A transfer on day 100 therefore does not automatically “fill” the old obligation.
Three lawful routes for a late transfer
First, purchase the offered stake or shares: the unpaid portion of a member is offered for sale under a Members’ Council resolution (Point c, Clause 3, Article 47); unpaid shares are deemed unsold and the Board may sell them (Point c, Clause 3, Article 113). The late contributor may buy back exactly that portion — but legally this is a new purchase, not a “top-up”. Second, contribute additionally through a charter capital increase: the company carries out a capital increase (Article 68 for multi-member LLCs, Article 87 for single-member LLCs, Article 112 for joint stock companies) and registers the change with the business registration office. Third, the other members or shareholders contribute the shortfall by agreement, then adjust ownership ratios. All three routes share one requirement: a resolution of the company’s competent body and registration of the change — there is no route where “just wiring the money” suffices.
Sanctions: the law does not fine late payment itself, but fines the failure to adjust capital
A point many investors misunderstand: the law sets no direct fine for “contributing late”. What is fined is the company’s failure to complete capital-adjustment procedures after the contribution period and the adjustment window have both expired. Specifically, Point a, Clause 3, Article 46 of Decree No. 122/2021/ND-CP (in force at the time of writing) imposes a fine of VND 30,000,000 to 50,000,000 for failing to carry out capital adjustment or member/founding-shareholder change procedures once the contribution period and the adjustment period have ended, while Point b, Clause 5 compels the capital adjustment procedure. The adjustment window is 30 days from the last day of the contribution period (Clause 4, Article 47; Clause 3, Article 75; Point d, Clause 3, Article 113). Moreover, until the company registers the charter capital change, members or shareholders who have not fully contributed remain liable in proportion to their committed portion for the company’s financial obligations arising in that period — being “late” does not lighten liability; it prolongs it.
Practical action: the timeline you must not forget
The moment you receive the Enterprise Registration Certificate, mark two dates: day 90 (final deadline for full contribution) and day 120 (final deadline to register the charter capital adjustment if any portion is unpaid). If you foresee missing the deadline, do not wait until day 91 — convene the Members’ Council or General Meeting of Shareholders within the 90 days to approve offering the unpaid portion or increasing charter capital, so the change dossier can be filed immediately after expiry. Every post-deadline transfer must be backed by a resolution stating the transaction’s nature (purchase of offered stake vs. additional contribution for a capital increase); never let accounting vaguely book it as “founding contribution” — a mischaracterised entry will cause trouble at audit and tax inspection.
Frequently asked questions
Does a top-up on day 91 count as fully contributed founding capital?
No. After 90 days, a non-contributing member ceases to be a member as a matter of course (Clause 3, Article 47), and a non-paying shareholder ceases to be a shareholder (Clause 3, Article 113). A day-91 transfer is only recognised if it goes through the offered-stake purchase or capital-increase procedure.
Can the 90-day period be “extended”?
No. The law provides no extension mechanism for the contribution period. The company charter or share subscription contract may only set a shorter period than 90 days (Clause 1, Article 113), never a longer one. The only way to gain time is to handle the unpaid portion through the offering or post-deadline capital-increase mechanism.
What if the charter sets only a 60-day contribution period?
The charter’s shorter period applies — once 60 days pass without full payment, the consequences in Clause 3, Article 47 (or Clause 3, Article 113) arise immediately, and the 30-day capital-adjustment registration window runs from the last day of that 60-day period.
Will the bank refuse a capital transfer made after 90 days?
No — the bank merely records the transfer; it does not police contribution deadlines. The problem sits with the company: it must book the transfer under its true legal nature (purchase of offered stake or capital increase) and complete the procedures, or face fines for failing to adjust charter capital under Article 46 of Decree 122/2021/ND-CP.
This article has been quality-reviewed by the FLAW AI Legal Council