Minimum Capital Requirements in Vietnam
According to current Vietnamese regulations, most common sectors such as trading, consulting, and information technology do not have a statutory minimum charter capital. Companies are free to determine their registered capital, provided that it reflects their actual financial capacity and operational capability during the initial phase of business activities.
However, regulated industries still require legal capital as a mandatory criterion during the evaluation of registration dossiers. In the banking sector, the Law on Credit Institutions mandates a minimum legal capital of VND 3,000 billion for commercial banks. In the real estate sector, recent regulations no longer set a fixed capital amount but require a minimum equity ratio of 20% for projects under 20 hectares and 15% for projects exceeding 20 hectares, ensuring that investors have sufficient financial capacity to implement their projects.
Other sectors, such as insurance, consumer finance, aviation services, or foreign-invested education enterprises, may also impose legal capital requirements or require proof of financial capacity depending on the nature of the business. These requirements are used by regulatory authorities to assess a company’s stability, risk exposure, and ability to meet obligations to consumers and the market.
When registering a business, companies must carefully review their VSIC industry codes to determine whether a legal capital requirement applies, avoiding the risk of registration rejection or the need to adjust capital after submission.
Capital Contribution Timeline and Methods: Key Rules for Investors
Under Vietnamese law, founding members must fully contribute the company’s charter capital within 90 days from the date the Enterprise Registration Certificate (ERC) is issued. Notably, the time required to transfer ownership of contributed assets—such as machinery, equipment, or intellectual property—is excluded from this 90-day period.
If capital is not fully contributed on time, the company is required to reduce its charter capital to reflect the actual contributed amount. Unpaid contributions are considered void, and affected shareholders may lose voting rights associated with that portion. The company may also face administrative penalties and must update its registration records at the Business Registration Office, now directly managed by the Department of Finance (DOF) following the nationwide ERC merger.
For foreign investors, early planning of international fund transfers is crucial, as cross-border transactions often require verification and processing through banking channels.
Methods of Capital Contribution
1. Cash Contribution
Domestic investors transfer funds directly into the company’s operational bank account. Foreign investors must contribute via a Direct Investment Capital Account (DICA) at an authorized commercial bank. The DICA account is the only channel for contributing capital, receiving returns, or executing investment-related financial transactions.
2. Contribution in Assets
Asset contributions may include machinery, equipment, office furniture, licensed software, intellectual property, land-use rights, or other tangible and intangible assets. These assets must be valued by an independent appraiser or agreed upon by all shareholders and accompanied by ownership certificates, transfer contracts, and relevant legal documents.
All contributions—whether in cash or assets—must be recorded in the company’s accounting system and reflected in the ERC whenever the charter capital changes, ensuring transparency and legal compliance.
Capital Contribution Process for Foreign Investors
Foreign investors must comply with the Law on Investment and regulations on foreign exchange management. All contributions require transparent documentation to prove the source of funds and the transfer path.
Step 1: Open a DICA Account
Investors open a VND DICA account at an authorized foreign exchange bank, such as Vietcombank, BIDV,… This account is used exclusively for capital contributions, fund returns, or profit repatriation. Capital cannot be transferred from third-party or joint accounts.
Step 2: Transfer Funds from Overseas
Funds must be transferred directly from the investor’s own account, with the transfer note clearly stating: “Charter capital contribution for [Company Name].” Keep all SWIFT documents to verify the source and transfer path.
Step 3: Capital Confirmation and Reporting
After receiving the funds, the company issues a capital receipt and records it in its accounting system. A capital contribution report must be submitted to the Business Registration Office (under the Department of Finance) or the competent investment authority. If the received amount is lower than expected due to bank fees, the company must confirm with the bank and notify authorities to avoid legal issues.
Common Mistakes to Avoid:
Contributing via a third-party or family member’s account.
Transferring to non-DICA accounts.
Missing SWIFT or source-of-funds documentation.
Delays caused by anti-money laundering checks.
Using lawyers or relatives to transfer funds on behalf of the investor (considered invalid).
Adjusting Charter Capital After Company Establishment
Companies may increase or decrease charter capital based on financial needs, expansion plans, or shareholder restructuring. Proper capital management not only ensures sufficient operating resources but also enhances credibility, access to bank financing, and attractiveness to investors.
Increasing Charter Capital
Typically occurs when adding new shareholders, raising funds for expansion projects, or improving financial capacity to enhance credibility. The process involves holding a shareholder meeting to approve the capital adjustment, amending the company charter, and registering the change with the Business Registration Office under DOF. After approval, shareholders must complete additional contributions within 90 days and update accounting records and bank statements. For sectors with foreign ownership limits, companies must verify regulations before admitting new foreign investors.
Decreasing Charter Capital
This may occur if shareholders fail to contribute within 90 days or when returning capital to members. For insufficient contributions, charter capital must be reduced to the actual amount within 30 days, without requiring the company to have operated for two years. Voluntary capital reduction requires at least two years of operation, no outstanding tax or financial obligations, compliance with any legal capital requirements, and approval from the Department of Finance.
Proper management of charter capital is both a legal requirement and a strategic tool, ensuring shareholder rights, company credibility, and compliance with regulatory authorities. It also strengthens financial foundations, enhances competitiveness, and builds trust with partners, banks, and investors.
Conclusion
Charter capital is a critical foundation for establishing and growing a company in Vietnam. Both domestic and foreign investors must understand the rules for capital contribution, timelines, procedures, and legal requirements to ensure stable and compliant operations.
Green NRJ provides end-to-end support, from capital planning, DICA account setup, document preparation, to complete company registration, ensuring compliance and efficiency from day one.
📞 Contact Green NRJ for expert advice on company formation and charter capital compliance in Vietnam.
