Capital contribution means monitoring whether the investor, owner, members, or shareholders contribute the registered charter capital within the legally required or project-approved timeframe.
Capital contribution: Track and confirm that all committed charter capital and registered investment capital are contributed in full and on time, with supporting payment records maintained.
| Entity type | Contribution period |
|---|---|
| LLC | Members or the owner generally must contribute the committed charter capital within 90 days from issuance of the Enterprise Registration Certificate (ERC). |
| Joint-stock company | Founding shareholders generally must pay for their subscribed shares within 90 days from ERC issuance, unless the charter or applicable registration documents provide a shorter period. |
| Partnership | The usual contribution period is 15 days from approval, unless otherwise agreed. |
| FDI project investment capital | Follow the contribution schedule recorded in the Investment Registration Certificate (IRC) or approved project documents. This schedule may be longer than 90 days where justified by project construction, factory development, or other implementation requirements. |
If the registered charter capital is not fully contributed, the company generally must adjust its registered charter capital and the members' or shareholders' ownership information within 30 days after the contribution deadline.
For an FDI company, capital contributions should also be checked against the applicable direct investment capital account and the project's IRC schedule. A missed contribution deadline can affect ownership rights, registration records, and the company's compliance status. Once capital is contributed, the company should also keep the resulting figures aligned with its ongoing investment reporting obligations.
Missing Vietnam's 90-day charter-capital contribution deadline does not automatically mean that the company is immediately dissolved, but it creates an obligation to regularize the company's registered capital and may trigger administrative penalties. The 90-day period generally runs from the date the ERC is issued, excluding certain periods needed to transport/import contributed assets or complete ownership-transfer procedures.
The fine is usually linked to the failure to make the required registration adjustment, not simply to the fact that a contribution was late. The applicable penalty should be checked against the current facts, company type, amount contributed, and whether the company is foreign-invested.