Charter Capital and Contribution: 90-Day Deadline, Increases, Assets

Quite a few people setting up a company treat charter capital as a figure to write down so the dossier “looks good” — higher to make bidding or borrowing easier. In reality, the capital stated on the Enterprise Registration Certificate is a legal commitment with a deadline, not a decorative figure.

Quick answer: members of a limited liability company and founding shareholders of a joint-stock company must contribute in full the committed capital within 90 days from the date the Enterprise Registration Certificate is issued. If it is not contributed in full, an adjustment of charter capital to the amount actually contributed must be registered — the figure on the certificate may not be left different from the figure in the account. Contributing assets (other than money) requires valuation and procedures to transfer ownership to the company. Charter capital differs from the statutory capital of conditional business lines, and differs from the capital declared by a household business.

What is charter capital, and is there a mandatory minimum?

Under Article 4 of the 2020 Law on Enterprises, charter capital is the total value of assets contributed or committed to be contributed by the members of a limited liability company or partnership; or the total par value of shares sold or registered for purchase at establishment for a joint-stock company. This is a figure that the enterprise decides on and is responsible for itself, not a figure imposed by the business registration authority.

The Law on Enterprises does not set a minimum charter capital applicable in general to all business lines — as long as the registered business line is not subject to capital conditions, the enterprise is free to choose a capital level suited to its actual scale of operation.

A point to distinguish: some conditional business lines (some financial and insurance activities, or the conditions on a real estate project developer) have their own capital requirements under sector-specific law — this is statutory capital or an equity condition, different from the charter capital stated on the Enterprise Registration Certificate — details in the section below.

How does the 90-day capital contribution deadline apply to each company type?

The 2020 Law on Enterprises sets one uniform milestone for company types with contributed capital: 90 days from the date the Enterprise Registration Certificate is issued, not counting the time for transporting, importing the contributed assets or carrying out administrative procedures to transfer ownership of those assets.

• Limited liability company with two or more members: Article 47 — members must contribute their share of capital to the company in full and in the right type of assets as committed within 90 days.
• Single-member limited liability company: Article 75 — similar provisions for the company owner.
• Joint-stock company: Article 113 — shareholders must pay in full for the shares registered for purchase within 90 days from the date the Enterprise Registration Certificate is issued, unless the company charter or the share purchase registration contract provides a different, shorter period.

A sensible sequence before the 90 days expire: open a bank account in the legal entity’s name using the Enterprise Registration Certificate itself (not the representative’s personal account), transfer the full committed amount into this account or complete the transfer of the contributed assets, and keep the documents (payment orders, handover minutes) as a basis for later cross-checking with banks, partners and inspectors.

What if capital is not fully contributed within 90 days?

If 90 days pass and members or shareholders have not contributed, or not fully contributed, the committed capital, the company must register an adjustment of charter capital to exactly the amount actually contributed, as provided in Article 47 (limited liability company with two or more members), Article 75 (single-member limited liability company) or Article 113 (joint-stock company) of the 2020 Law on Enterprises. This adjustment is a procedure to register changes to enterprise registration contents, filed at the Business Registration Office.

A point to note — clearer regulation from 1 July 2025: Law No. 76/2025/QH15 amends and clarifies clause 5, Article 16 of the 2020 Law on Enterprises: falsely declaring charter capital is a prohibited act when the capital is not contributed in full as registered and no adjustment is registered. Capital “hanging” on paper — neither contributed in full nor registered for reduction — is not a gray area, but an act that may be penalized.

An enterprise whose capital needs exceed its ability to contribute immediately should state a capital level close to what it can actually contribute within 90 days, and then carry out the capital increase procedure when there is a real source — instead of stating a high figure at the start and then having to adjust downward.

What is needed to contribute capital in assets?

Not every capital contribution is cash. Under Article 34 of the 2020 Law on Enterprises, contributed assets may be Vietnamese Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, or other assets that can be valued in Vietnamese Dong.

Two mandatory steps that cannot be skipped however much the parties trust each other:

1. Valuing the asset (Article 37). Assets contributed at establishment must be valued by the members or founding shareholders on a consensus principle, or valued by a valuation organization and accepted by a majority of members or founding shareholders.
2. Transferring ownership of the asset (Article 36). For assets with registered ownership or land use rights, the contributor must carry out the procedure to transfer ownership to the company at the competent authority. A capital contribution is considered fully paid only when lawful ownership has passed to the company.

This is where many dossiers run into trouble in practice: a vehicle, house or land is contributed as capital but the ownership documents (vehicle registration, land use certificate) remain in an individual’s name, with no procedure to transfer the name to the company. When a dispute arises, or a bank mortgage, or the contributor’s divorce, that asset is still regarded as personal property that has not been fully transferred — the company has no full legal basis to treat it as its own asset. Contributing capital in assets may also give rise to tax obligations (for example registration fees when transferring the name), which must be checked against the tax regulations in force at the time of carrying it out.

Increasing charter capital: procedure and order of steps

Increasing charter capital is a form of change to enterprise registration contents, not an internal matter to decide on its own and notify afterwards. A sensible order:

1. Approve the decision to increase capital — the members’ council (Article 68, limited liability company with two or more members), the owner (Article 87, single-member limited liability company), or the general meeting of shareholders/board of directors within the authority to offer shares (Article 123, joint-stock company), with the voting ratio in accordance with the company charter and the type of enterprise.
2. Determine the source of the additional capital — additional money from existing members/shareholders, capital from new members/shareholders, assets valued under the principles in Article 37, or a debt (bonds, loans) converted into contributed capital in the proper sequence provided by law — not simply recording an increase whenever one wishes.
3. Contribute the additional capital in full before or according to the schedule committed in the resolution/decision to increase capital.
4. Register the change of enterprise registration contents within 10 days from the date of the change (Article 30 of the 2020 Law on Enterprises), filed on the National Business Registration Portal (dangkykinhdoanh.gov.vn).
5. Update internal records — the company charter, the register of members or register of shareholders, and declare any tax obligations arising if contributed in assets.

A situation often seen in bidding dossiers: an enterprise prints an Enterprise Registration Certificate with new charter capital to meet the financial capacity requirement of a bid package, but the actual cash flow has not entered the company’s account. The procuring party has the right to cross-check capital contribution records, financial statements and bank statements; capital increased on paper without a real source is a risk of the dossier being disqualified or its honesty of declaration being examined, especially after Law No. 76/2025/QH15 tightened the acts of false declaration.

Is charter capital the same as statutory capital?

No. These are two different concepts, often confused because they appear together in establishment dossiers:

• Charter capital: the capital that members and shareholders commit to contribute when registering the enterprise, applying to every company type, with no general floor.
• Statutory capital (or a minimum equity condition): a minimum capital level mandatory under sector-specific law, applying only to some conditional business lines — for example some credit institutions, insurance enterprises and securities companies.

One point to update to avoid applying an old threshold: the 20 billion VND statutory capital level that once applied to real estate business enterprises (under Decree No. 76/2015/NĐ-CP) was abolished from 1 March 2022 under Decree No. 02/2022/NĐ-CP — almost 2 years before Law on Real Estate Business No. 29/2023/QH15 came into being. Law 29/2023/QH15 (effective 1 January 2025), the law currently in force, does not restore this threshold, and instead ties the minimum equity condition of a project developer to the land area of the project, no longer a fixed threshold. Enterprises in this field should not apply the old 20 billion VND threshold (no longer in effect since 2022) when stating charter capital.

Other conditional business lines (food safety, fire prevention and fighting, business conditional on sub-licenses) are usually not tied to a capital level, but to sector-specific licenses issued after the Enterprise Registration Certificate has been obtained — this is a separate dossier gateway that must be prepared separately; one cannot say “registering the line means the conditions to operate are met”.

Does a household business have charter capital?

No. This is a common confusion when household business owners read the household business registration request form, which has a “business capital” item, and understand it the same as a company’s charter capital.

The core difference: limited liability companies and joint-stock companies are legal entities, and members/shareholders are liable for debts and property obligations within the capital contributed — this is the real meaning of “limited liability”. A household business has no legal-entity status; under Decree No. 168/2025/NĐ-CP (Articles 82, 84), the owner and the household members participating in the registration are liable with all of their own assets for the household’s activities — there is no “liability cap” by the declared capital.

Therefore, the “business capital” stated on the household business registration certificate is only an informational declared figure, not a limit on property liability, and is not bound by the 90-day period as company charter capital is. An owner who wants liability limited to the capital contributed needs to convert to a limited liability company — there is a separate article for further reference.

For cases where charter capital involves capital contributed by a foreign investor, the procedure includes an additional step of registering the capital contribution/share purchase and the market access conditions under international commitments — outside the scope of this article.

How Thái Tín helps with charter capital and capital contribution

Thái Tín advises on choosing a charter capital level suited to the ability to actually contribute within 90 days, avoiding the situation of stating a high figure and then having to adjust downward or being regarded as falsely declaring. For contributions in assets, Thái Tín reviews the valuation records and ownership transfer procedures before filing, so that the assets are really in the company’s name.

When a company needs to increase capital, or the 90-day deadline is near without capital fully contributed, Thái Tín is the coordinating contact who checks the deadline and coordinates with accounting and valuation partners so the dossier is filed on time.

Preparing to contribute capital, or the 90-day deadline is approaching and capital is not yet fully contributed? Send the company type and the registered capital, and Thái Tín will advise on a suitable way to proceed.

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