Vietnam charter capital contribution rules and deadlines

Vietnam charter capital contribution has a fixed deadline: 90 days. For a limited liability company and for a joint stock company alike, owners must pay in what they promised within 90 days of the day the business registration certificate is issued.

This note explains what charter capital is, who must pay and when, how to pay, and what happens when an owner misses the date. It is general information, not legal advice. Check your own charter and ask a licensed adviser before you act.

What charter capital means

Charter capital is the total value that owners promise to put into a company. It is written on the business registration certificate and in the company charter. It is a promise first. Money moves later, within the deadline.

The rules come from the Law on Enterprises, number 68/2014/QH13, which has been in force since 1 July 2015. Government Decree 78/2015/ND-CP on business registration, in force since 1 November 2015, sets out how companies register and report changes.

Sources: Law on Enterprises 68/2014/QH13 (National Assembly of Vietnam); Decree 78/2015/ND-CP on business registration (Government of Vietnam).

Limited liability companies: 90 days

When an LLC has two or more members, each member must pay the promised capital in full, in the type of asset they promised, within 90 days from the date the business registration certificate is issued. Members may pay in one sum or in steps, as long as the last payment lands inside the 90 days.

When a member has paid in full, the company issues that member a certificate of capital contribution. Keep bank transfer slips and handover records for any assets. These papers prove who paid what, and when.

A company with one owner follows the same 90 day rule. The owner must pay in what the charter states. The owner is also liable with all personal property for the company's debts and for any loss caused by not paying capital in full and on time. Plan a payment calendar at the start, because a promise on paper still has to be met in real money or assets.

Sources: Law on Enterprises 68/2014/QH13, article 48 (companies with two or more members) and article 74 (one-member companies).

Joint stock companies: 90 days

Shareholders of a joint stock company must also pay in full for the shares they registered to buy within 90 days from the date the business registration certificate is issued. The company charter or the share purchase contract may set a shorter time, but not a longer one. The Board of Directors must watch and urge shareholders to pay on time.

If a shareholder pays nothing by the deadline, that person is no longer a shareholder. If a shareholder pays only part, the rights to vote and receive dividends match the shares actually paid. The unpaid shares count as unsold shares, which the Board of Directors may offer to others. Plan the cash early so the 90 days do not run out while the team is busy with other start-up tasks.

Sources: Law on Enterprises 68/2014/QH13, article 112 on paying for shares registered at business registration.

Ways to pay and what counts

Owners may contribute Vietnamese dong, convertible foreign currency, gold, land use rights, intellectual property rights, technology, know-how and other assets that can be valued in dong. Assets other than cash and gold need a value that the owners agree on, or that a valuation firm sets. If an asset is valued too high, the owners share responsibility for the gap between the stated value and the real one.

For cash, pay by bank transfer into the company account whenever you can. A clear bank record is the easiest proof in an audit or a dispute. Handing over cash by hand leaves a weak paper trail.

A member may swap the promised asset for a different one only if the other members approve by majority vote. Ask first, and write the approval down.

Sources: Law on Enterprises 68/2014/QH13, articles 35 and 37 on contributed assets and valuation, and article 48 on changing the type of asset.

What happens if an owner misses the deadline

For a limited liability company, a member who has paid nothing by day 90 is no longer a member. A member who has paid only part keeps rights in proportion to the amount actually paid. The company then has to register a change to its charter capital and member list within 60 days after the deadline. In a one-owner company the change must be registered within 30 days.

A member who promised capital and did not pay remains responsible for the company's debts from before the change is registered, up to the amount promised. For a joint stock company, the company must register the change to charter capital and founding shareholders within 30 days after the deadline. It is a reason not to promise more capital than you can pay.

If a deadline is at risk, the safer route is to talk to a licensed adviser early about the options, not to wait and hope.

Sources: Law on Enterprises 68/2014/QH13, article 48 clauses 3 and 4, article 74 clauses 3 and 4, and article 112 clauses 3 and 4.

A simple plan for owners

Start with a date. Write the deadline in your calendar the day the certificate arrives: day 90 for both company types. Next, split the promise into payments that match the business plan. Pay by bank transfer and keep every slip.

Then check the charter and the member or shareholder register. They should match what was actually paid. If a partner cannot pay, talk early about whether to lower the charter capital or bring in a new owner. Handling it before the deadline is cheaper than fixing it after.

Finally, remember that the figure on the certificate is public. Banks, partners and customers read it as a sign of how serious the company is. A number that is real and fully paid builds more trust than a large one that is not.

Sources

Law on Enterprises 68/2014/QH13, passed by the National Assembly of Vietnam (English text archived by the Wayback Machine in 2019 from thuvienphapluat.vn); Decree 78/2015/ND-CP on business registration, issued by the Government of Vietnam.