The capital contribution is one of the core obligations recorded in the Investment Registration Certificate (IRC) and serves as the basis for state authorities to assess an investor’s compliance when implementing a project in Vietnam. However, in practice, many FDI projects fall behind the registered capital contribution timeline, which may result in administrative sanctions, requests for project adjustments, or even potential revocation of the project under the Law on Investment 2020.
Delayed capital contribution is not merely a procedural oversight — it constitutes a breach of investment obligations, directly affecting the investor’s legal status, the right to implement the project, the ability to raise capital, expand operations, or conduct transactions with banks, partners, and tax authorities. Addressing this issue requires enterprises to fully understand the applicable legal framework, carry out the necessary adjustments, and proactively work with the investment registration authority to minimize potential risks.
The following article analyzes the steps for handling delayed capital contribution, the related legal obligations, and practical recommendations for FDI enterprises to ensure compliance, maintain the validity of their projects, and avoid potential adverse consequences.
1. Capital Contribution Deadline
Under Vietnam’s investment regulations, investment capital includes contributed capital and mobilized capital. In cases where the investment project involves establishing an enterprise in Vietnam and does not involve mobilized capital, the investment capital will be equivalent to the contributed capital (which is understood as the charter capital of the enterprise under the Law on Enterprises).
Accordingly, the Investment Registration Certificate of an economic organization that constitutes an investment project records the information on the ‘Schedule for Capital Contribution and Mobilization of Funding Sources.’ Pursuant to Articles 47, 75, and 113 of the Law on Enterprises, common types of enterprises such as limited liability companies and joint-stock companies are required to have their members, shareholders, or owners fully contribute the registered capital within 90 days from the issuance date of the Enterprise Registration Certificate (ERC).
Accordingly, when registering an investment project in the form of establishing a company, investors typically register a capital contribution schedule of 90 days from the issuance date of the Enterprise Registration Certificate (ERC).
2. Procedures for Handling Delayed Capital Contribution
In practice, for various reasons, many investors are unable to prepare sufficient funds in a timely manner to contribute capital to the company within 90 days from the issuance of the Enterprise Registration Certificate (ERC). The steps to be taken when an investor fails to contribute capital in accordance with the schedule stated in the Investment Registration Certificate (IRC) are as follows:
Step 1: Proceed with the adjustment of the Investment Registration Certificate (IRC) under one of the following options:
- Adjust the capital contribution schedule stated in the IRC: This applies if the investor wishes to extend the capital contribution deadline in order to have additional time to prepare the financial resources for the project, in accordance with Clause 2, Article 41 of the Law on Investment 2020.
- Adjust both the capital contribution schedule and the contributed capital amount in the IRC: This applies if the investor intends to reduce the registered contributed capital to a lower level that better aligns with their investment plan and financial capacity.
Step 2: The investment registration authority will review the investor’s IRC adjustment application and forward it to the inspection department for administrative sanctioning of violations in the field of planning and investment.
The basis for sanctions is provided in Point b, Clause 2, Article 17 of Decree 122/2021/ND-CP on administrative sanctions in the field of planning and investment, specifically:
‘Article 17: Violations regarding the issuance or adjustment of the Investment Registration Certificate, the certificate of operation of a foreign investor’s representative office under a business cooperation contract (BCC), approval of investment policy, simultaneous approval of investment policy and investor approval, investor approval:
…
“2. A fine ranging from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following acts:
…
b) Failure to carry out the procedure to adjust the Investment Registration Certificate in cases where the adjustment of the investment project results in changes to the contents of the Investment Registration Certificate;”
Step 3: After the inspection and sanction procedures have been completed and the investor has complied with Decision on the administrative penalty, the investment registration authority will consider approving the investor’s adjustment of the capital contribution schedule on the Investment Registration Certificate (IRC).
Step 4: The investor resubmits the IRC adjustment application to the investment registration authority in accordance with regulations. Based on the project’s operational status, the authority will review the capital contribution schedule and record it in the Investment Registration Certificate (IRC). The processing time is 07 working days from the date of receipt of a valid application.
Step 5: The investor provides the Investment Registration Certificate (IRC) to the bank where the company’s direct investment account is opened in order to make the capital contribution according to the revised schedule after the IRC adjustment has been completed.
Step 6 (Applicable in cases where the investor intends to reduce the company’s contributed capital to a lower amount than originally planned): Within 10 days from the date the reduction of charter capital has been completed, the company must carry out the procedure to register the change of charter capital at the business registration authority where the company’s head office is located. The processing time is 03 working days from the date of submission of a complete and valid application in accordance with regulations.
Delayed capital contribution not only affects the project’s implementation timeline but also signals to the authorities that the investor is not complying with their investment commitments in Vietnam. A seemingly minor lapse in the capital contribution deadline can trigger a chain of legal consequences: being subject to fines, being required to adjust the contribution schedule, facing restrictions on subsequent project activities, or in severe cases, having the investment certificate considered for revocation. It is crucial for investors to identify risks early and take timely action, rather than allowing violations to persist, which would make remedial measures more complicated.
From a advisory perspective, foreign investors should regard the capital contribution schedule as a critical obligation, to be managed through a process of monitoring, alerts, and periodic reviews. When a project shows signs of delay, investors should:
- Proactively assess the ability to continue contributing capital and develop an implementation plan;
- Engage early with the investment registration authority, rather than waiting until the deadline;
- Carry out the IRC adjustment procedure if an extension of the capital contribution schedule is required;
- Maintain complete documentation demonstrating good faith investment as a basis for mitigating the risk of penalties.
CDLAF recommends that investors continuously monitor the capital contribution schedule as part of the project’s compliance management system. With many years of experience supporting FDI enterprises, we are ready to assist investors in reviewing the contribution progress, adjusting documentation, liaising with regulatory authorities, and ensuring that projects continue to be implemented smoothly, in full compliance with the law, and with legal certainty.
Time of writing: 11/11/2025
The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer at info@cdlaf.vn
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You can refer for more information:
- Legal issues arising from delays in extending the Operational term of Investment Projects
- Foreign investors and how to establish a technology company in Vietnam
(Part 2) - Foreign investors and how to establish a technology company in Vietnam
(Part 1) - Obligations to Comply with Personal Data Protection in the Labor Outsourcing Sector
- Non-Compliance with Social insurance regulations in Vietnam: Legal risks for FDI Enterprises
- When can enterprises use foreign currency within Vietnam’s territory?
- Discussion on the form of capital contribution by management experience in enterprises
