Below you will find an in‑depth, step‑by‑step roadmap for foreign‑invested companies in Vietnam that miss the statutory deadline for injecting charter capital. This guide applies to enterprises that already hold an Enterprise Registration Certificate (ERC) – aka The Business Registration Certificate (BRC) and an Investment Registration Certificate (IRC). Every question is answered with up‑to‑date Vietnamese regulations and real‑world practice, plus hands‑on solutions to keep your business compliant and penalty‑free.
1. How long do I have to fully contribute capital after the ERC/IRC is issued?
Under the 2020 Law on Enterprises, a limited‑liability company (LLC) must pay its full charter capital within 90 days from the ERC issue date (shipping, import, and title‑transfer time excluded).
For foreign‑invested enterprises (FIEs), however, the legally binding deadline is the schedule written in the IRC. While this is often 90 days, it can be extended up to 12 months for large projects such as factory construction. The timeline is proposed by the investor in the investment dossier and approved by the Department of Finance. Always double‑check your IRC to know the exact cut‑off date for your firm.
Is the deadline different for individual and corporate investors?
No. The same time limit applies to both individual and institutional investors; what matters is the company type (Limited Liability Company or Joint Stock Company) and the deadline stated in the IRC.
2. What happens if my company fails to contribute the full capital on time?
If your foreign‑invested company fails to inject the full registered capital by the deadline on its Investment Registration Certificate (IRC), Vietnamese law places you in one of two scenarios:
- Partial contribution – some capital has been transferred, but the balance is overdue.
- Zero contribution – no capital at all has been wired, and the IRC deadline has already expired.
Scenario 1: Partial capital contribution made but incomplete after the IRC deadline
In this case, the members or shareholders have contributed a portion of the registered charter capital but have not fulfilled their full capital contribution obligation as committed by the deadline stated on the IRC. The company is required to officially register an adjustment to reduce its charter capital to match the actual contributed amount.
The deadline to complete the capital adjustment procedure is within 30 days from the last day of the capital contribution period (that is, the last day of the IRC deadline plus 30 days). For example, if the final deadline to fulfill capital contribution on the IRC is January 1, 2025, and by this date investors have only contributed 70% of the registered charter capital, the company must complete the capital adjustment procedure to reflect 70% of the registered capital on both the Enterprise Registration Certificate (ERC) and the IRC by January 31, 2025.
This adjustment process is carried out at the Business Registration Office and the Foreign Economic Department under the Department of Finance, where the company’s headquarters are located.
If the company fails to register the capital adjustment within 30 days after the capital contribution deadline, it may face administrative penalties ranging from VND 10,000,000 to VND 20,000,000 depending on the severity of the violation.
Even if you complete the capital adjustment procedure matching the actual contributed amount in the company’s capital account, you will still have to pay a fine. This is because the core issue is the delay in fulfilling the capital contribution obligation, whether partially contributed or not contributed at all. Typically, companies face fines of around VND 85,000,000 for this violation.
If you still wish to contribute the full originally registered capital without adjusting the company’s capital downward to the actual contributed amount, you must update a new deadline for capital contribution on the IRC. However, you will still be required to pay the penalty for failing to meet the original capital contribution deadline. Then you must quickly complete the capital contribution to the company’s capital account before the newly registered deadline. If you miss this new deadline again, you will face additional fines and be required to adjust your business license once more.
Scenario 2: No capital contribution made after the deadline on IRC
For foreign Direct Investment Companies (FDI), failing to contribute any portion of the registered charter capital after the deadline stated on the Investment Registration Certificate (IRC) constitutes a serious violation of Vietnam’s investment laws. Unlike partial contributions, a zero contribution means the investor has not fulfilled any financial commitment to the licensing authority or the Vietnamese market, leading to stricter sanctions by the regulatory authorities.
According to current regulations, companies in this situation are not allowed to adjust their charter capital down to zero to legalize the non-contribution status. Instead, investors must pay an administrative fine for failing to contribute capital on time. The typical fine imposed by Departments of Finance in major cities ranges from VND 70,000,000 to VND 100,000,000, with actual fines usually between VND 80,000,000 and VND 85,000,000.
After paying the fine, the enterprise must proceed to amend the Investment Registration Certificate (IRC) to request an extension of the capital contribution deadline. This amendment requires a formal explanation letter detailing the reasons for the delay in capital contribution, highlighting objective factors or practical difficulties that prevented the investor from transferring the capital as committed. The dossier must be submitted to the Department of Finance where the company’s headquarters are located and should include: the request letter for IRC adjustment, the explanation letter, supporting documents (if any), the penalty decision, and the receipt of administrative fine payment.
A key point in this scenario is the timing of violation detection: if the investor proactively contacts authorities and pays the fine before an inspection or audit, the dossier is more likely to be accepted smoothly. Conversely, if the violation is discovered during a routine inspection or from whistleblowing reports, the company may face additional sanctions such as warnings, restrictions on expanding business lines, or even a special monitoring status if the violation persists.
Furthermore, if the investor continues not to contribute capital after the extension, the company may be ordered to cease operations or have its Investment Registration Certificate revoked. This can negatively affect the legal representative or investor’s future ability to establish new businesses in Vietnam. Non-compliance with capital contribution also impacts the eligibility to apply for Work Permits, Temporary Residence Cards (TRC), and other legal rights of the company and foreign investors.
3. Does late capital contribution affect Work Permit or Temporary Residence Card (TRC) applications?
Yes. Missing your charter‑capital deadline can indirectly derail both Work Permit and TRC approvals in Vietnam. For any Investor Visa (DT1–DT4), you must show proof that the pledged funds are already in the company’s capital account.
Companies that miss the deadline are more likely to be audited, slowing down every visa or licence they file.
Is late-capital contribution data recorded in national systems, and can it affect future investments?
very late‑capital violation, fine and charter‑capital adjustment is logged in the DPI’s internal database—while not public, it is reviewed whenever you lodge a new investment project. A poor compliance history lowers your credibility, inviting stricter scrutiny and delays for future licences.
4. You never miss a deadline when you work with VNBG
Vietnam Business Gateway (VNBG) is the premier consulting partner for foreign investors in Vietnam, known for our veteran team of experts, transparent policies, and highly competitive pricing. We deliver a turn‑key company‑formation package that covers:
- Free document review and pre‑incorporation consultation
- Preparing and filing the Enterprise Registration Certificate (ERC) and Investment Registration Certificate (IRC)
- Carving the official company seal
- Opening both capital and operating bank accounts
VNBG understands that legal compliance in Vietnam doesn’t end once you “get the licences, mak the stamp and seal, and open a bank account.” It continues until the full amount of the registered capital is fully transferred into the company’s capital bank account on time. A single delay can cost tens of millions of dong in fines, force licence amendments, or even trigger special government monitoring. That is why, after handing over your registration documents, our specialists keep tracking your capital‑transfer schedule, sending proactive reminders, troubleshooting bank or authority issues, and guiding every transaction. You stay focused on growing the business, while VNBG guarantees your capital‑contribution deadline is met smoothly and without hidden costs.
To keep your Vietnam operation lean and compliant, VNBG also offers:
- EOR/PEO hiring & HR management
- Payroll processing and social‑insurance filings
- Accounting and tax‑reporting services
- Work Permit and Temporary Residence Card (TRC) applications
A full spectrum of ongoing legal‑compliance solutions
Book your FREE consultation with VNBG today and let us help you expand and thrive sustainably in the Vietnamese market!
