Scenario: a Taiwanese-invested trading company in Ho Chi Minh City received its Enterprise Registration Certificate five days ago. Registered charter capital is VND 15 billion, but the investor has transferred only 5 billion. The company wants to sign a warehouse lease, hire ten staff and import its first shipment immediately. The director asks: may we operate before capital is fully contributed, or must we sit idle until it is?
Within 90 days: operate normally
The short answer is yes. The Enterprise Law 59/2020/QH14 (amended by Law 76/2025/QH15, effective 1 July 2025) never conditions business operations on full capital contribution. On the contrary, Article 47(2) provides that during the 90 days from the issuance of the Enterprise Registration Certificate, members enjoy rights and bear obligations corresponding to their committed contribution ratios. Parallel rules sit in Article 75(2) (single-member LLCs) and Article 113(1)–(2) (joint stock companies: voting rights counted on subscribed shares).
In other words, the law treats a newly formed enterprise as a full business actor from the certification date, while capital contribution is a separate obligation running on its own 90-day clock. The company in the scenario may sign the warehouse lease, recruit staff, open import declarations and issue invoices from week one — provided those activities fall within its registered business lines and meet any applicable business conditions.
After 90 days still short: keep operating, but adjust capital within 30 days
When the 90 days expire with capital still short, the business is not “frozen”. The duty that arises is administrative: register a charter-capital change (down to the actually contributed amount) within 30 days of the final contribution date — Article 47(4), Article 75(3), Article 113(3)(d). Failure draws a fine of VND 30–50 million for organisations under Article 46(3)(a) of Decree 122/2021/ND-CP (as amended by Decree 288/2026/ND-CP, effective 21 July 2026), plus compelled completion of the adjustment. Note the distinction: the fine punishes the failure to adjust capital, not “operating with incomplete capital” — two entirely different things.
During this phase, members and shareholders who fell short remain liable in proportion to their committed capital for the company’s financial obligations arising before the charter-capital change is registered (Article 47(4), Article 113(4)). This is the law’s safety net for creditors: paper capital may be short, but a committer’s liability still tracks the committed figure until the company formally registers the reduction.
Two practical guardrails not to ignore
Guardrail one: conditional business lines with capital requirements. Article 5(1) of Investment Law 143/2025/QH15 (effective 1 March 2026) lets investors operate in any line the law does not prohibit, but conditional lines require meeting the statutory investment conditions. Some sectors demand legal capital or minimum capital the enterprise must maintain (finance, banking and insurance under specialised laws, for example) — registering such lines with insufficient actual capital means the company fails the operating conditions for those lines, though it may still run ordinary lines.
Guardrail two: the IRC project schedule for FDI enterprises. Slow contributions mean slow project rollout against the schedule committed on the Investment Registration Certificate. Article 36(2)(b) of Investment Law 143/2025/QH15 allows project termination where, 24 months after the end of the scheduled operational objectives, the investor still has not achieved them and does not qualify for a schedule adjustment. Prolonged under-capitalised “limping along” can push a project into this case — and when a project is terminated, the IRC is revoked under Article 36(6).
Managing risk while operating under-capitalised
Externally, counterparties and banks assess financial capacity on actually contributed capital, not the certificate figure. Signing large contracts beyond real financial capacity while capital is short is a commercial risk first and a legal risk second. Internally, the legal representative must watch the 90-day and 30-day marks closely, because Article 113(4) imposes joint liability on the Board of Directors and the legal representative for damage from failing to urge shareholders to pay and to register the adjustment on time (for joint stock companies). On paperwork: every contract, invoice and declaration signed while capital is short remains fully legally valid — capital contribution is a relationship between members and the company, not a validity condition for dealings with third parties.
Frequently asked questions
Can we issue e-invoices before capital is fully contributed?
Yes. Tax obligations and e-invoice use do not depend on contribution status. A company with a tax code that has registered e-invoice use issues invoices normally, even while charter capital is incomplete. Tax authorities care about revenue, expenses and filing duties — they do not check “is capital full yet” before allowing invoicing.
Can we borrow from a bank before capital is fully contributed?
The law does not forbid it, but banks underwrite loans on actually contributed equity, cash flow and collateral. VND 15 billion of charter capital with 5 billion actually paid means the credit file is assessed on the 5 billion. Some banks additionally require a commitment to complete contributions within a set time as a disbursement condition — a commercial condition of the bank, not a legal rule.
What is the legal risk of signing a large contract while actual capital is low?
The contract remains valid because the company is a full legal person. The risk: if the company cannot perform for lack of capital, the counterparty may sue for damages; and under-contributing members remain liable on their committed portions for obligations arising before the adjustment registration (Article 47(4)). “Paper capital” protects nobody once a dispute erupts.
Can we raise new capital while old capital is still incomplete?
Yes. The law does not bar raising fresh capital while earlier commitments are unmet; on the contrary, offering the uncontributed portion under a Members’ Council resolution (Article 47(3)(c)) or letting the Board sell unpaid shares (Article 113(3)(c)) are precisely the remedies the law contemplates for filling the gap. Raising capital from existing members or admitting new ones must be registered as an enterprise registration change as required.
This article has been quality-reviewed by the FLAW AI Legal Council