Scenario: a Korean-invested manufacturer in Binh Duong registered charter capital of VND 20 billion. Ninety days after receiving its Enterprise Registration Certificate, the investor had transferred only VND 12 billion due to fund-transfer procedures at the parent company. The director worries about two things: how much the company will be fined, and whether its Investment Registration Certificate (IRC) could be revoked for the capital shortfall.
The statutory timeline: 90 days to contribute, 30 days to adjust
The Enterprise Law 59/2020/QH14 (amended by Law 76/2025/QH15, effective 1 July 2025; consolidated text 67/VBHN-VPQH 2025) sets a uniform 90-day period from the issuance of the Enterprise Registration Certificate for members and shareholders to contribute in full the assets they committed: Article 47(2) (limited liability companies with two or more members), Article 75(2) (single-member LLCs), and Article 113(1) (joint stock companies, unless the charter or share subscription contract sets a shorter period). Time spent transporting or importing contributed assets and completing ownership-transfer procedures does not count toward the 90 days.
If capital remains uncontributed after 90 days, the company may not simply do nothing: it must register a charter-capital adjustment (down to the actually contributed amount) within the next 30 days — Article 47(4), Article 75(3), and Article 113(3)(d). Members and shareholders who fell short remain liable in proportion to their committed capital for the company’s financial obligations arising before the adjustment registration date. The change dossier is filed with the business registration authority under Decree 168/2025/ND-CP on enterprise registration (effective 1 July 2026, replacing Decree 01/2021/ND-CP).
The actual fine: VND 30–50 million plus a compelled adjustment
The direct sanction sits in Article 46(3)(a) of Decree 122/2021/ND-CP (dated 28 December 2021) on administrative sanctions in planning and investment: an enterprise that fails to complete capital-adjustment or member/founding-shareholder-change procedures after the contribution deadline and the adjustment window expires faces a fine of VND 30,000,000 to VND 50,000,000 (for organisations; half that for individuals), plus the remedial measure of being compelled to complete the capital adjustment.
Update to note: Decree 288/2026/ND-CP (issued and effective 21 July 2026) amends several articles of Decree 122/2021/ND-CP, including Article 46, but does not change Article 46(3)(a). The VND 30–50 million frame therefore still applies as of this writing (19 October 2026). The practical takeaway: authorities fine the failure to adjust capital on time, not the shortfall itself — a company that proactively registers a capital reduction to the actually contributed amount within 30 days avoids this fine.
Will the IRC be revoked? No — not directly
This is widely misunderstood. Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Investment Law 61/2020/QH14) addresses project termination in Article 36. Article 36(2) lists nine cases (points a through i) in which the investment registration authority may terminate a project — and “failing to fully contribute capital within 90 days” is not among them. Article 36(6) provides that the authority shall decide to revoke the IRC where a project is terminated under Article 36(2). In other words, IRC revocation follows project termination; it is not a direct sanction for late capital contribution.
There is, however, an indirect route investors must not ignore: Article 36(2)(b) allows termination where, 24 months after the end of the schedule for achieving the project’s operational objectives stated in the IRC, the investor still has not achieved them and does not qualify for a schedule adjustment. If a capital shortage leaves the project stalled and off its IRC schedule for 24 months, the authority has grounds to terminate — and only then is the IRC revoked. The real risk lies not in the Enterprise Law’s 90-day mark but in the project schedule recorded on the IRC.
What to do immediately after missing the deadline
First, fix the actually contributed amount as of day 90 with bank evidence and valuation records (for in-kind contributions under Articles 35–36 of the Enterprise Law). Second, within the next 30 days choose one of two paths: register a charter-capital reduction to the actually contributed figure, or have the Members’ Council resolve to offer the uncontributed portion (Article 47(3)(c)) so remaining members can top it up, then register the changed contribution ratios. Third, update the member register (Article 48) or shareholder register and reissue capital contribution certificates. Fourth, if the project risks missing its IRC schedule, proactively apply to adjust the project timeline before falling into Article 36(2)(b) of Investment Law 143/2025/QH15.
Frequently asked questions
If we top up the missing capital after day 90, is the violation erased?
Late top-ups are still recorded as actually contributed capital, but they do not erase the deadline violation: the company still owes the 30-day adjustment registration and may still be fined under Article 46(3)(a) of Decree 122/2021/ND-CP if inspected before adjusting. Topping up early is still better than topping up late, because it shortens the period when the papers show inflated capital.
What if the capital adjustment registration is filed more than 30 days late?
On top of the VND 30–50 million fine for failing to adjust capital (Article 46), late filing of the change dossier may draw a separate sanction for missing the change-registration deadline under Article 44 of Decree 122/2021/ND-CP (as amended by Decree 288/2026/ND-CP, effective 21 July 2026), ranging from a warning (1–10 days late) to VND 50–60 million (91+ days late). The longer the delay, the heavier the combined fine.
Are 100% foreign-owned and domestic companies fined equally?
Yes. Decree 122/2021/ND-CP does not distinguish foreign-invested from domestic enterprises; fines differ only between organisations and individuals (individuals pay half). The only extra layer for FDI companies is the reporting and project-schedule regime under Investment Law 143/2025/QH15.
Which authority imposes this fine?
Sanctioning competence in planning and investment is set out in Decree 122/2021/ND-CP and rests with authorised persons of the business registration authority, the specialised planning-and-investment inspectorate, and People’s Committees at various levels depending on the fine band. In practice, the violation surfaces during change-registration filings, inspections, or when dossiers are cross-checked for loans and bidding.
This article has been quality-reviewed by the FLAW AI Legal Council
