Receiving the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) is not the end of a foreign company’s setup process in Vietnam.
The next critical task is contributing the registered charter capital correctly, through the appropriate bank account and within the applicable deadline.
A late transfer, an incorrect payment reference or the use of the wrong account can create problems when the company needs to prove that its investors have completed their capital obligations.
This guide explains the main rules and the practical steps foreign founders should plan after company registration.
What Is Charter Capital in a Vietnam Company?
Charter capital is the amount that the company’s members, owner or founding shareholders commit to contribute to the company.
It is different from revenue and should not be treated as a temporary balance placed in the company’s account merely to complete registration.
Once properly contributed, the capital belongs to the company and may be used for lawful business expenses, subject to the company’s accounting, investment and corporate obligations.
For a foreign-invested project, founders should distinguish between:
- Charter capital stated in the ERC;
- Contributed capital stated in the IRC;
- Total investment capital, which may also include mobilised capital;
- The actual amount and contribution schedule recorded in the investment documents.
These figures and deadlines should be reviewed together before funds are transferred.
Does the 90-Day Rule Apply?
For common company structures, including limited liability companies and joint-stock companies, the Enterprise Law generally requires the committed charter capital to be fully contributed within 90 days from the ERC issuance date.
The calculation excludes certain periods required for transporting or importing contributed assets and completing administrative procedures for transferring ownership of those assets.
This should not be confused with an automatic additional 30-day contribution period. The period after the contribution deadline is generally relevant to corrective corporate registration, not a free extension to complete the original capital contribution.
Foreign-invested companies must also review the contribution schedule stated in the IRC. Where the enterprise and investment documents create different deadlines, the company should obtain a case-specific assessment and complete any necessary adjustment before relying on a later date.
Which Bank Account Should the Investor Use?
A newly established foreign-invested company will normally need to determine whether its investment falls within the direct-investment foreign-exchange regime.
Where a direct investment capital account, commonly called a DICA, is required, qualifying capital transactions must be made through that account in accordance with the foreign-exchange rules.
Circular 06/2019/TT-NHNN is the principal State Bank instrument governing foreign-exchange management for foreign direct investment in Vietnam.
For a conventional 100% foreign-owned company established under an IRC, the practical sequence normally includes:
- Obtain the IRC and ERC.
- Complete the company’s legal-representative and tax onboarding.
- Open the appropriate investment capital account with a licensed bank.
- Transfer the capital from the investor’s account.
- Use a clear remittance purpose matching the investor, company and contribution.
- Retain the complete banking evidence.
- Update the company’s accounting records and member/shareholder records.
The bank’s onboarding checklist can vary. Founders should ask the selected bank for its document list immediately after receiving the licences instead of waiting until the end of the 90-day period.
What Documents May the Bank Request?
Depending on the bank, ownership structure and investor type, the opening package may include:
- IRC and ERC;
- Company charter;
- Passport of the legal representative;
- Passport or incorporation documents of the investor;
- Appointment or authorisation documents;
- Beneficial-owner information;
- Tax information;
- Bank account application forms;
- Documents explaining the source and purpose of funds.
This is a practical checklist rather than a universal statutory list. Each bank performs its own customer verification and may request additional documents.
How Should the Transfer Be Described?
The transfer description should clearly identify the transaction as a capital contribution.
Capital contribution to [Vietnamese company name] under IRC/ERC by [investor name].
The wording should be confirmed with the receiving bank before sending the funds.
Avoid vague references such as “payment,” “loan,” “support” or “business expenses.” A poorly described transfer may require additional evidence before the bank or accountant can classify it correctly.
What Evidence Should the Company Keep?
The company should maintain a capital-contribution file containing:
- Bank transfer instruction or SWIFT message;
- Credit advice from the receiving bank;
- Investment-capital account statement;
- Foreign-exchange conversion record, where applicable;
- IRC and ERC;
- Company charter;
- Member or shareholder register;
- Capital-contribution certificate, where applicable;
- Accounting entry and supporting voucher;
- Written explanation for any difference between the remitted and credited amount.
Bank charges and exchange-rate differences should be reviewed immediately. Do not wait until an audit, profit-remittance application or ownership transfer to reconstruct the evidence.
What Happens If the Full Capital Is Not Contributed?
The consequences depend on the company type and the project documents.
For an LLC, a person who does not contribute the committed amount may lose rights relating to the unpaid portion. The company may also need to register the actual charter capital and revise the ownership ratio within the statutory corrective period.
For a one-member LLC, the owner must register the charter capital at the amount actually contributed if the full commitment is not completed.
For a joint-stock company, unpaid subscribed shares can affect the recognised shareholding structure and require an adjustment to the registered charter capital and founding-shareholder information.
The members, owner or shareholders may remain responsible for certain company obligations based on their original commitments during the relevant period.
If the IRC also records a capital schedule, an investment-project adjustment may be required separately. Enterprise-registration correction does not automatically resolve an investment-registration issue.
Vietnam’s current enterprise-registration framework is governed by Decree 168/2025/NĐ-CP, effective from 1 July 2025, as amended by Decree 296/2026/NĐ-CP, effective from 23 July 2026.
Capital Contribution Checklist
Before transferring funds
- Confirm the ERC issuance date and calculate the deadline.
- Compare the ERC, IRC and charter.
- Confirm the contributing investor’s exact legal name.
- Open the correct bank account.
- Ask the bank to approve the payment description.
- Confirm the currency and expected bank charges.
- Prepare the investor’s remitting account.
After transferring funds
- Obtain the SWIFT message and credit advice.
- Verify the amount credited.
- Download the investment account statement.
- Record the transaction in the company’s accounts.
- Update the member or shareholder records.
- Issue the required capital-contribution evidence.
- Check whether the IRC’s contribution schedule has been satisfied.
Frequently Asked Questions
Can the investor transfer capital to the company’s ordinary payment account?
Do not assume so. Where the direct-investment account rules apply, the contribution must follow the prescribed investment-capital account route. Confirm the account structure with the bank before transferring.
Can the investor contribute in several instalments?
Potentially yes, if the full amount is completed within the applicable deadline and the instalments comply with the IRC, charter and banking rules.
Is the 90-day deadline counted from the IRC or ERC?
The Enterprise Law contribution period is generally counted from the ERC issuance date. The IRC may contain a separate project contribution schedule that must also be checked.
Can the company use the money after it is contributed?
The company may use properly contributed capital for lawful corporate and project expenses. It should retain accounting records and must not treat the contribution as money that the investor may freely withdraw.
Is a late contribution automatically accepted if the company pays a penalty?
No. A penalty does not automatically correct the ownership, charter-capital, investment-registration or banking consequences. The corrective route must be assessed based on the company type and project documents.
Practical Next Step
Before sending capital, prepare the IRC, ERC, charter, investor details, proposed bank and intended transfer date.
TICA TrustLegal can review the contribution schedule and banking document plan as part of a broader foreign-company establishment and post-licensing compliance assessment.
Website: ticatrustlegal.com
Email: tica.trustlegal@gmail.com
WhatsApp: +84 354 658 272
This article provides general information and is not a substitute for advice on a specific project.
Primary legal references
- Law on Enterprises No. 59/2020/QH14.
- Circular 06/2019/TT-NHNN on foreign exchange management for foreign direct investment.
- Decree 168/2025/NĐ-CP on enterprise registration, as amended by Decree 296/2026/NĐ-CP.
