Capital Contribution Deadline Vietnam: The 90-Day Rule After Circular 38/2026

Updated: 10 October 2026 · IVLF Advisors

Shareholders’ agreements drafted offshore frequently provide for capital to be called “as and when required by the board”. In Vietnam, that drafting does not displace the statute. The capital contribution deadline Vietnam imposes is fixed by the Law on Enterprises: charter capital must be fully paid within 90 days of the enterprise registration certificate (ERC). A funding clause contemplating staged calls over 12 months therefore either needs a smaller registered charter capital with later increases, or it sets the company up for a statutory default on day 91.

For foreign-invested enterprises (FIEs), the consequences extend into foreign exchange, tax and incentive eligibility. This note analyses the capital contribution deadline Vietnam rule, rates the default risks and sets out the evidence and drafting that work with the statute rather than against it.

Regulatory update as of 10 October 2026: since 18 August 2026, Circular 38/2026/TT-NHNN requires monetary contributions to be made by bank transfer into the investment capital account (Article 4.4). The 90-day clock does not pause while the bank onboards the company, so account opening is now a critical-path item for every capital contribution deadline Vietnam plan.

The capital contribution deadline Vietnam sets: the 90-day rule

The Law on Enterprises No. 59/2020/QH14, as amended by Law No. 76/2025/QH15, requires members and shareholders to contribute the full amount and type of assets committed within 90 days from the date of ERC issuance (Articles 47, 75 and 113). No separate, longer period applies to foreign investors.

Scope across LLCs and JSCs

• Multi-member LLC (Article 47): each member contributes its committed portion within 90 days.
• Single-member LLC (Article 75): the owner contributes the full charter capital within 90 days, which for a foreign parent means a single funding decision.
• Joint stock company (Article 113): shareholders pay in full for subscribed shares within 90 days, unless the charter or subscription contract sets a shorter period.

Key point: the capital contribution deadline Vietnam applies is a statutory ceiling; parties may shorten it by contract but cannot lengthen it.

What stops the clock

The 90-day period excludes the time needed to transport or import contributed assets and to complete administrative procedures transferring title. The capital contribution deadline Vietnam applies does not exclude internal approval cycles at the parent, bank onboarding delays or the investor’s own approvals at home. Cash is the least forgiving element of any 90-day capital contribution plan, so test the capital contribution deadline Vietnam against the bank timetable first.

Cash contributions under Circular 38/2026 and the IRC interface

Under Article 4 of Circular 38/2026/TT-NHNN, contributions may be in foreign currency or VND within the amounts in the IRC and related documents. Cash must be wired into the account (Article 4.4), and may be sent before a capital increase or change is registered (Article 4.5).

Article 19.2 of the Law on Investment 2025 lets a foreign investor incorporate before the IRC, so the 90 days may start before the project is licensed. Articles 5.1 and 7.3 of the circular allow an established entity to open the account before its IRC, restricted to receiving charter capital, paying lawful pre-investment costs and refunding capital if no IRC issues. Counsel should still obtain the bank’s written position before filing for registration, as the circular does not address accounts for a company that does not yet exist [State Authority Practice / Verification Required]. Sizing charter capital is covered in our minimum capital note in this series.

Capital increases after incorporation

The 90-day rule is framed around contribution of the capital registered at incorporation. For later capital increases, the Law on Enterprises regulates approval and registration, but the timing of payment relative to registration has been handled differently depending on entity type and registry practice [State Authority Practice / Verification Required]. Circular 38/2026 helps on the banking side: funds may be transferred before the increase is registered (Article 4.5).

The prudent course is to align three dates: the corporate resolution approving the increase, receipt of funds into the account, and the filing to register the new charter capital. Treat every increase as if a fresh capital contribution deadline Vietnam regulators will scrutinise applies, and document the timing.

A working timetable for the 90-day capital contribution

Convert the statute into a dated plan before the ERC is filed. Set the internal funding date no later than day 60, leaving a month for bank queries.

Missing the capital contribution deadline Vietnam: risk-rated analysis

When the capital contribution deadline Vietnam sets is missed, the Law on Enterprises re-bases the company’s capital on what has actually been paid. The table rates each consequence by commercial severity, in IVLF’s assessment.

Late capital contribution penalty exposure

The late capital contribution penalty for missing the capital contribution deadline Vietnam sets arises under the administrative sanctions decree for the planning and investment sector. Historically, sanctions have covered failure to contribute as registered and failure to register the resulting adjustment, with a remedial order. Given the 2025 reorganisation of State agencies, confirm the decree in force and fine bands at the time of advice [State Authority Practice / Verification Required]. We quote no amounts.

Tax and incentive consequences

The more material cost is often tax. If a subsidiary borrows while charter capital is unpaid, interest attributable to the unpaid portion has traditionally been non-deductible. Whether that rule survives under CIT Law 67/2025/QH15 and its implementing instruments must be verified [State Authority Practice / Verification Required]. Where incentives depend on disbursement milestones under Decree 96/2026/ND-CP, delay compounds the cost. Our tax team models both effects together.

Charter capital reduction after a shortfall

A charter capital reduction triggered by a missed capital contribution deadline Vietnam re-bases registered capital to the paid-in amount. A voluntary reduction returning capital to members is different: it is subject to solvency and other conditions and has foreign exchange implications for any outflow under Articles 11 and 12 of Circular 38/2026.

Practical sequence for a shortfall-driven reduction:

1. Confirm the amount actually paid from bank records and contribution certificates.
2. Adopt the resolution approving the adjusted charter capital and ownership ratios.
3. File with the business registration office under the provincial Department of Finance (Decree 168/2025/ND-CP, Article 20), as amended by Decree 296/2026/ND-CP.
4. Assess whether the IRC must be amended [State Authority Practice / Verification Required].
5. Update the beneficial ownership record if percentages change (Decree 168/2025, Articles 17–19).

IVLF recommendation: where funding will certainly arrive but late, a prompt adjustment followed by a capital increase is cleaner than letting an authority or lender discover the default.

In-kind contribution Vietnam: legal requirements

An in-kind contribution Vietnam permits includes machinery, equipment, technology, intellectual property and land use rights, provided the asset is valued in Vietnamese dong. It avoids a cash round-trip but adds valuation, title and customs layers.

Non-cash assets must be valued by members or founding shareholders acting unanimously, or by a licensed valuation organisation. If assets are overvalued, those who approved the valuation may be jointly liable to make up the shortfall [Verification Required: pinpoint under the amended Law]. For FIEs, an independent valuation certificate is strongly advisable because customs and tax authorities test the declared value.

Title transfer and capital contribution deadline Vietnam exclusions

• Registrable assets (land use rights, vehicles, registered IP): complete only when title is registered to the company.
• Non-registrable assets: a handover minute recording asset, value and delivery date.
• Imported equipment: transport and customs time is excluded, but retain bills of lading and customs declarations as proof.

Capital verification: evidencing payment

Capital verification arises at the annual audit, in lender or investor diligence, and on any later outflow of capital, when the capital contribution deadline Vietnam applied to each tranche will be tested. The evidence set is largely standard, but Circular 38/2026 sharpens the first item.

A buyer should not rely on the ERC charter capital figure. Capital verification in an acquisition should establish:

• whether each tranche was paid within the capital contribution deadline Vietnam law applied at the time, and by bank transfer;
• whether any shortfall was followed by a registered adjustment within the statutory window;
• whether in-kind assets were independently valued and title actually transferred; and
• whether interest deductions were claimed while capital remained unpaid.

Feed findings into a specific warranty and indemnity and, where material, a price retention.

Drafting JV funding defaults

A well-drafted JV agreement treats the capital contribution deadline Vietnam imposes as a hard constraint:

• Register only what will be paid within the 90-day window; stage further funding through later capital increases.
• Funding notice and cure period that expires well before day 90.
• Default consequences: a dilution formula, a call option over the defaulter’s paid-in stake, or a right for the other party to fund the shortfall.
• Reserved matters recalibrated so a funding default does not hand a veto to the defaulter.
• Evidence covenant: each party delivers its inward credit advice and funding instruction within five business days of payment, so the capital verification file is complete before any audit or financing.

The right answer depends on entity type, investor mix, in-kind assets and IRC commitments. IVLF prepares a Capital Contribution Compliance Opinion covering the timetable, default options, JV drafting and tax interaction. See our corporate and commercial practice. Tel: (+84) 936 726 065.

Frequently Asked Questions

What is the capital contribution deadline Vietnam law sets?

Charter capital must be fully contributed within 90 days from ERC issuance. The period excludes time to transport or import contributed assets and to transfer title.

Can a shareholders’ agreement extend the capital contribution deadline Vietnam applies?

No. Parties may agree a shorter period but cannot lengthen the statutory deadline. Staged funding should be structured through later capital increases.

What is the late capital contribution penalty?

Administrative fines for missing the capital contribution deadline Vietnam apply under the current planning and investment sanctions decree, usually with an order to register the capital adjustment. Check fine bands against the decree in force.

Is a charter capital reduction mandatory after a shortfall?

Yes. The company must register capital and ownership ratios at the amount actually paid, generally within 30 days after the deadline [pinpoint to be verified]. The IRC may also need amendment.

How must cash be paid to meet the capital contribution deadline Vietnam sets?

By bank transfer into the investment capital account (Circular 38/2026, Article 4.4). Open the account promptly after ERC issuance, because the 90 days keep running.

Conclusion

Respect the capital contribution deadline Vietnam imposes by registering only the capital you can fund within 90 days, opening the bank account before the clock runs down, and writing the statute into your JV default clauses. If a shortfall is unavoidable, adjust promptly and document the cure. Buyers should test the record, not the recital.

This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your facts before acting.