“What is the minimum capital to open a 100% foreign-owned company?” — the correct answer is: the law sets no general figure. But the question actually confuses three different capital concepts, and 90% of investors’ trouble starts from not telling them apart.
Three commonly confused capital concepts
1. Registered investment capital in the IRC dossier
When applying for the Investment Registration Certificate (IRC) under Investment Law 143/2025/QH15 (effective 1 March 2026), the investor registers the project’s total investment capital — contributed capital plus mobilized capital (loans). The figure must be commensurate with the project’s objectives and scale: a 5,000m² factory with modern lines cannot credibly register a few hundred million dong and convince the licensing authority.
2. The enterprise’s charter capital
Enterprise Law 59/2020/QH14 defines charter capital as the total asset value the owner commits to contribute at establishment. There is no general minimum. But charter capital is a legal commitment: the owner must contribute it in full within the statutory deadline (for LLCs, 90 days from issuance of the Enterprise Registration Certificate, unless the charter sets a shorter period) — failure to contribute in full requires registering a charter capital reduction.
3. Statutory capital of specialized sectors
Certain sectors impose statutory capital (mandatory minimum capital) under sectoral law: credit institutions, insurance, real estate business, employment services, and some other financial sectors. This is the real “minimum capital” — but it attaches to the sector, not to whether the company is 100% foreign-owned. A domestic company in the same sector must meet the same level.
So how much capital should an investor register?
No universal formula, but three principles from IRC review practice:
- Commensurate with project scale: total investment capital must “carry” the registered objectives — leased area, machinery, headcount, early working capital. A figure far too low for the scale is the first signal prompting the authority to question financial capacity.
- Enough to contribute on time: whatever charter capital is committed must be fully contributed within 90 days. Registering “impressive” charter capital and then failing to contribute forces a reduction registration — wasted time and an ugly compliance trail.
- Meet statutory capital if the sector requires it: check sectoral law before locking the number — missing statutory capital means the sub-license dossier is refused outright.
FAQs
Can I register 1 billion dong of charter capital for a 10,000m² factory?
No law bans a specific figure, but your IRC dossier will almost certainly be challenged: 1 billion cannot cover land lease, construction, machinery and working capital for a factory that size. The licensing authority will demand a financial feasibility explanation — and unconvincing answers mean no IRC. Capital must tell the project’s financial story.
Must contributed capital be transferred from abroad?
A foreign investor’s capital contributions must enter Vietnam through a direct investment capital account (DICA) at a licensed bank, under foreign-exchange rules. This channel is mandatory — routing capital contributions through an ordinary payment account violates the rules and complicates later capital-contribution audits.
What if charter capital is not fully contributed within 90 days?
The owner/members must register a charter capital reduction to the actually contributed amount, and may only contribute further within the adjusted registration. Late contribution may also affect the committed project timeline in the IRC — regulators can require reporting and project schedule adjustments.
Can charter capital be increased after establishment?
Yes — increasing charter capital is a routine enterprise-registration change. But if the increase comes with shifts in the foreign investor’s ownership ratio or exceeds the IRC-registered scale, review the investment project adjustment duties under Investment Law 143/2025/QH15.
Contact us
FLAT Law Firm advises foreign investors on investment structuring, IRC/ERC procedures, ownership design and compliance in Vietnam. Contact us for advice on your specific case.
For reference only; not a substitute for legal advice on your specific case.
This article is pending review by the FLAW AI Legal Council.
