Is There a Minimum Charter Capital for FDI Companies in Vietnam?

Short answer: Vietnam does NOT impose any general minimum charter capital on FDI companies. No provision in Investment Law 143/2025/QH15, Enterprise Law 59/2020/QH14 or Decree 168/2025/ND-CP sets a rule like “an FDI company must have minimum capital of USD X”. Claims such as “FDI companies must have at least USD 100,000 in capital” are legally incorrect under current law. So how is an FDI project’s capital actually determined in practice? This article explains the three layers of capital determination and the newest rules investors must know.

Three layers determining FDI capital in practice

Although the law sets no general floor, each FDI project’s capital is shaped through three layers:

Layer 1 — Investor’s own proposal: the investor decides the investment capital/contributed capital stated in the project dossier and bears responsibility for the feasibility of that figure;
Layer 2 — Licensing authority review: the Department of Finance or the industrial/economic zone management board reviews feasibility — capital must be proportionate to the project scale. Capital proposed far below the project scale may trigger requests for explanation or upward adjustment;
Layer 3 — Sectoral floors: for conditional business lines, sectoral laws impose minimum capital (legal capital) — e.g. banking, insurance, securities. These are sectoral floors, not an “FDI” floor in general.

What’s new in Investment Law 143/2025

Investment Law 143/2025/QH15 (effective 1 March 2026) introduces an important innovation: foreign investors may establish an economic organisation BEFORE obtaining the Investment Registration Certificate (IRC), with the obligation to complete IRC procedures within 12 months (per Decree 96/2026/ND-CP of 31 March 2026 guiding the Investment Law). This significantly shortens the time to get a project running, while imposing strict compliance on completing the procedures on schedule.

Two other provisions to note:

Project performance security deposit (Article 30 of Law 143/2025): this is a separate deposit obligation, not “minimum charter capital” — confusing the two is a common error;
Project implementation schedule (Article 33): investors may not extend the schedule by more than 24 months compared with the initially approved timeline (except force majeure and other statutory cases).

After incorporation: capital duties like domestic enterprises

Once established, an FDI company contributes charter capital like a domestic enterprise: full payment within 90 days of issuance of the Enterprise Registration Certificate (Articles 47/75/113 of the Enterprise Law). At the same time, the investor contributes investment capital per the schedule on the IRC, through a direct investment capital account.

Transition period: local practice may vary

Official Letter 2519/BTC-PC of 4 March 2026 (Ministry of Finance) allows continued application of old instruments — Decree 31/2021/ND-CP, Decree 19/2025/ND-CP, Circular 03/2021/TT-BKHDT — “insofar as consistent with Law 143/2025” pending new guiding decrees. This means practical application across localities may be uneven; investors should confirm directly with the licensing authority where the project will be implemented.

Citation note: consolidated document 134/VBHN-VPQH consolidates the old Investment Law 61/2020 (issued 04/9/2025, before Law 143/2025 was passed) — it must not be cited as current authority. All references must be to Investment Law 143/2025/QH15 directly.

Frequently asked questions

Must an FDI company have at least USD 100,000 in capital?

No. Current law imposes no general minimum capital on FDI companies, in USD or VND. The USD 100,000 figure is merely “practical experience” in some localities, not a legal requirement.

Does the project security deposit count toward charter capital?

No. The project performance security deposit (Article 30 of Law 143/2025) is a separate obligation, independent of the project’s charter capital and investment capital.

Can foreign investors incorporate before obtaining the IRC?

Yes. Under Investment Law 143/2025 and Decree 96/2026/ND-CP, foreign investors may establish an economic organisation before obtaining the IRC, with the obligation to complete IRC procedures within 12 months.

Can an unrealistically low capital figure lead to licence refusal?

The licensing authority reviews project feasibility; capital must be proportionate to scale. Capital far below the project scale may trigger requests for explanation or adjustment — a practical barrier replacing any legal “floor”.

Applicable legal framework

Investment Law 143/2025/QH15 (effective 01/3/2026): Articles 30, 33; rules on establishing economic organisations before the IRC.
Decree 96/2026/ND-CP (31/3/2026): guiding the Investment Law.
Enterprise Law (consolidated document 67/VBHN-VPQH): Articles 47, 75, 113 — the 90-day contribution duty.
Decree 168/2025/ND-CP (enterprise registration, effective 01/7/2025).
Official Letter 2519/BTC-PC (04/3/2026): transitional application of consistent old instruments.