The charter is the company’s real operating document once the certificates are issued — and most governance disputes at FDI companies begin with a template charter copied in ten minutes. Do not let the simple look of an FDI company charter mislead: its consequences follow the project for its whole life, from tax and labour to the ability to exit.
1. The current legal framework
Law on Enterprises 59/2020/QH14 is the primary statute governing mandatory clauses in an FDI company charter for a foreign-invested company in Vietnam; the project in an FDI company charter remains governed by Law on Investment 143/2025/QH15, which replaced Law 61/2020 on 1 March 2026. Do not use Decree 01/2021-era forms for mandatory clauses in an FDI company charter: today’s enterprise-registration framework is Decree 168/2025/ND-CP. Every flow of contributed capital, capital transfers and profit repatriation linked to mandatory clauses in an FDI company charter must pass through the investment capital account (ICA) under Circular 38/2026/TT-NHNN. The tax layer of mandatory clauses in an FDI company charter comprises Law on Tax Administration 108/2025/QH15 and Circular 90/2026/TT-BTC — which replaced Law 38/2019 and Circular 86/2024 respectively.
2. Analysis on the facts
Mandatory content under clause 2, Article 24. The charter must contain the principal contents listed in clause 2, Article 24 of Law on Enterprises 59/2020: name and head-office address, business lines, charter capital and how it increases or decreases, founding members or shareholders and their stakes, members’ rights and obligations, the management structure, the number, titles and powers of legal representatives, decision-making procedures and internal dispute resolution, and grounds for termination and asset liquidation. A charter missing any of these may still be filed, but it will be silent exactly where the company needs it in a dispute.
Can a template be used, and where is the risk. Using a template as a drafting frame is lawful, but templates are usually silent on the four points that decide FDI operations: elevated voting thresholds for major decisions, a deadlock mechanism for a 50-50 venture that cannot pass resolutions, pre-emption and transfer restrictions on stakes, and the appointment of legal representatives with the signing split between chairman and director. For a foreign-invested company the charter must also match the Investment Registration Certificate on business lines, capital and contribution schedule; a charter that contradicts the certificate is a very common source of document conflict.
Bilingual charters and their weight in a dispute. Enterprise-registration files are submitted in Vietnamese; foreign-language documents must be accompanied by Vietnamese translations under Decree 168/2025/ND-CP. Where the two charter versions read differently, Vietnamese authorities and courts work from the Vietnamese version, unless the parties hold another effective agreement for internal relations. Safe practice is a clause-by-clause bilingual charter stating which version prevails internally, translated by a legally competent translator rather than by machine.
3. Implementation sequence
Practice shows the backbone of the an FDI company charter file is the following five steps:
- Determine the business lines and check market-access conditions for an FDI company charter before discussing form.
- The ownership ratio targeted in an FDI company charter should be set early and tested immediately against the sector ceiling.
- The order inside an FDI company charter: form, then legal-entity type, then capital structure and governance.
- The order rule of an FDI company charter: investment registration before enterprise registration — the capital-contribution and share-purchase door does not follow it but has its own sequence.
- Once both certificates are in place, open the investment capital account (ICA under Circular 38/2026/TT-NHNN) so that all capital flows of an FDI company charter run through the right channel.
4. Risks and practical notes
The costliest mistake in mandatory clauses in an FDI company charter is locking the form by home-country habit and only then discovering the sector is restricted in Vietnam. Pre-checking is always cheaper than correcting: once the IRC has been issued, any change of form requires adjusting both the project and the enterprise registration — the same arithmetic governs an FDI company charter. Exit economics only become visible late: with an FDI company charter, simulate the divestment path now, because the Vietnamese partner’s veto in the joint venture can turn the exit into the bottleneck.
5. Conclusion for the investor
Practical conclusion: mandatory clauses in an FDI company charter has no universal answer — the right answer is the one matching the sector, the ownership ratio and the exit plan of that specific project. The crux of an FDI company charter lies in three variables to lock before signing: sector, capital ratio and who controls the vote; those three decide almost everything else in mandatory clauses in an FDI company charter.
Frequently Asked Questions
What mandatory contents must an FDI company charter have?
The contents in clause 2, Article 24 of Law on Enterprises 59/2020: name, head office, business lines, charter capital, members and stakes, members’ rights and duties, management structure, legal representatives, decision procedures and dispute resolution, termination grounds and asset liquidation.
Can a ready-made charter template be used?
Yes as a drafting frame, but the points templates usually miss must be added: elevated voting thresholds, a deadlock mechanism, transfer restrictions and the signing split. The charter must also match the business lines, capital and contribution schedule on the Investment Registration Certificate.
Do bilingual Vietnamese-English charters carry equal weight?
Not automatically before Vietnamese authorities: the file works from the Vietnamese version under Decree 168/2025/ND-CP. State in the charter which version prevails internally and draft bilingually clause by clause so the two versions cannot drift apart.
This article has been quality-reviewed by the FLAW AI Legal Council