Ask what minimum capital requirement Vietnam imposes on a foreign-invested company and the black-letter answer is short: for most sectors, none. That answer is accurate but incomplete, because a practical floor still arises from sector rules, from the licensing authority’s review of whether capital fits the project, and from the duty to prove financial capacity for the amount committed.
The minimum capital requirement Vietnam question is also one of timing: the figure you register is hard to undo. Charter capital must be contributed within 90 days of enterprise registration, cash must reach the company through a designated bank account, and reducing capital later involves more procedure than raising it.
Is There a Minimum Capital Requirement Vietnam Imposes on Foreign Investors?
The question has two levels: what the statute requires, and what licensing officers expect.
Black-Letter Law on the Minimum Capital Requirement Vietnam Applies
Neither the Law on Enterprises nor the Law on Investment 2025 sets a general minimum capital for foreign-invested enterprises. Article 8 applies the same market access conditions as for domestic investors, save for the list in Article 8.2. Article 8.3 frames any condition as an ownership cap, investment form, scope of activities, investor capacity or partner requirement, or another condition under law or treaty.
Any minimum capital requirement Vietnam applies to a given business must therefore be traced to a specific sectoral law or published market access condition, never to a general rule.
Regulator Practice: Reasonableness Review of the Minimum Capital Requirement Vietnam Filings Reflect
Where a project needs an Investment Registration Certificate (IRC), the dossier includes a project proposal stating capital, scale and schedule. Officers may query capital that looks inconsistent with the stated activities, for example rent and headcount exceeding the registered capital [State Authority Practice / Verification Required]. That is not a statutory floor, but it operates as one.
Under Decree 96/2026, Article 6, supplements may be requested only once and in writing, so a coherent capital narrative at first filing avoids delay. Banks and landlords may also read contributed capital as a signal; none of this is a legal minimum.
Market Access and the Minimum Capital Requirement Vietnam Sectors Apply
Appendix I, Part B, of Decree 96/2026 lists sectors open to foreign investors on conditions, and Article 18 requires publication on the National Investment Portal. Where a condition concerns investor capacity, it may in substance operate as a minimum capital requirement Vietnam applies only to foreign investors in that sector [Verification Required – sector by sector].
Under Article 17.5, new companies, new projects and scope changes must meet current conditions, so screen capital conditions whenever business lines are added.
Legal Capital Vietnam: Sector-Specific Floors
Legal capital Vietnam rules are minimum capital or equity thresholds set by sectoral legislation. They bind domestic and foreign-invested businesses alike and are usually conditions of a sector licence rather than of enterprise registration.
| Sector (illustrative minimum capital requirement Vietnam rules) | Typical form of requirement | Where to verify | Status |
|---|---|---|---|
| Banking and credit institutions | Minimum charter capital by institution type | Credit institutions legislation | Figure to be verified |
| Insurance and reinsurance | Minimum charter capital by line | Insurance business legislation | Figure to be verified |
| Securities and fund management | Minimum capital by licensed activity | Securities legislation | Figure to be verified |
| Real estate business | Equity condition linked to project scale | Real estate legislation | Threshold to be verified |
| International travel, labour export | Deposit (escrow) rather than capital | Sectoral legislation | Amount to be verified |
We deliberately omit figures: thresholds have been revised in recent years, and Law 24/2026/QH16 replaces the conditional business line list with 137 lines from 1 March 2027 [Verification Required]. Cite the current sectoral instrument in every advice.
Where legal capital applies, it is usually a continuing condition: later losses or distributions can put the licence at risk [Verification Required – sector by sector].
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Charter Capital Foreign Company Rules vs Investment Capital Vietnam
Two figures appear in a foreign-invested company’s papers. Charter capital foreign company rules and investment capital Vietnam rules serve different legal functions and are often confused.
Definitions and Where Each Figure Is Recorded
- Charter capital: the assets members or shareholders commit to contribute, recorded in the charter and on the Enterprise Registration Certificate (ERC).
- Contributed capital for the project: the equity portion of project funding, recorded on the IRC.
- Investment capital: total project funding, equity plus mobilised capital such as shareholder loans and bank debt, recorded on the IRC.
Charter capital is due within 90 days of ERC issuance (Law on Enterprises, Articles 47, 75 and 113), excluding transport and import time for in-kind assets. Investment capital Vietnam figures define project scale and, in practice, headroom for foreign borrowing.
Funding the Capital Under Circular 38/2026/TT-NHNN
Cash capital cannot simply be wired to any account. Circular 38/2026/TT-NHNN, effective 18/08/2026, replaced Circular 06/2019/TT-NHNN. The market still says DICA; the circular calls it the foreign investment capital account. Its Article 6 obliges foreign-invested economic organizations, meaning companies with more than 50% foreign-owned charter capital, to open one.
- Contribution rules (Article 4): capital may be paid in foreign currency or VND within the amounts in the IRC and related documents; monetary contributions must be bank transfers into the account (Article 4.4); transfers may precede registration of the capital increase or change (Article 4.5).
- Before the IRC (Articles 5.1, 7.3): an already-established company may open the account before its IRC is granted, but may only receive charter capital and interest, pay lawful pre-investment costs and refund capital if no IRC issues. The circular does not expressly cover opening an account before the company exists [Verification Required].
- Account structure (Article 7): one foreign-currency account and one VND account per entity at the same authorised bank; changing banks means opening a new account, transferring the full balance and closing the old one.
- Transition (Article 19.1): companies that received charter capital into payment accounts may move it to the investment capital account.
Because capital reaching the wrong account may not count as charter capital contributed, the minimum capital requirement Vietnam analysis should include the bank route. Our capital contribution deadline and direct investment capital account guides in this series cover timing and procedure.
Incentive-Linked Disbursement Thresholds
For incentive-eligible projects, capital becomes a condition of benefit. Decree 96/2026, Articles 19 and 21, link incentives to thresholds: projects of VND 6,000 billion or more must disburse VND 6,000 billion within three years; technology and strategic projects VND 1,000 billion within three years; digital and chip projects VND 6,000 billion within five years; special-priority projects of VND 30,000 billion or more VND 10,000 billion within three years. Incentives are self-applied on the investment registration document (Article 24), so a shortfall creates retrospective exposure.
Increasing or Reducing Capital Later
A charter capital increase is registered with the business registration office under the provincial Department of Finance (Decree 168/2025/ND-CP, Article 20). Where it changes the figures on the IRC, an IRC amendment is generally needed [State Authority Practice / Verification Required under Decree 96/2026].
If new capital comes from a foreign investor and takes foreign ownership above 50%, or raises it in a conditional sector, prior registration under Article 21.3 of the Law on Investment applies. Reductions are more constrained, typically needing solvency safeguards [Verification Required], which is why a measured initial figure with staged increases is usually safer.
Financial Capacity Proof for a Minimum Capital Requirement Vietnam Review
Financial capacity proof is the evidentiary counterpart of the capital commitment. The larger the commitment, the harder the evidence is read.
What Decree 96/2026 Changed
Article 6.7 contains two relaxations: audited financial statements for the last two years are not required, and a parent company support commitment need not state a validity period. Article 5 requires Vietnamese-language dossiers.
Registration practice has also moved: Decree 296/2026/ND-CP (Article 7) lets a foreign investor form the company before the IRC, on a commitment to satisfy market access conditions. Beneficial-owner information under Decree 168/2025/ND-CP, Article 17.1 (natural persons holding 25% or more or exercising control), should be ready alongside the capital evidence.
Evidence by Investor Type
- Corporate investor with trading history: latest financial statements or a bank balance confirmation covering the commitment.
- Newly formed holding company: a parent support letter from the ultimate parent, with the parent’s financial statements.
- Individual investor: bank balance confirmation in the investor’s name.
- Fund investor: commitment evidence from the fund or its manager [State Authority Practice / Verification Required].
Accepted documents, and their required age, vary between receiving offices [State Authority Practice / Verification Required]. Our company incorporation team builds the evidence pack against the specific office’s practice.
Thin Capitalisation and Debt Funding Above the Minimum Capital Requirement Vietnam Sets
Vietnam does not apply a classic debt-to-equity thin capitalisation ratio. The functional equivalents are an interest deductibility cap for related-party structures and the foreign loan rules administered by the State Bank.
Interest Deductibility Limits
Under the transfer pricing regime, deductible interest of a taxpayer with related-party transactions has been capped by reference to EBITDA (historically 30% under Decree 132/2020/ND-CP) [Verification Required – confirm the current rule after CIT Law 67/2025/QH15].
A heavily debt-funded subsidiary therefore risks non-deductible interest, which erodes the tax case for debt over equity.
Foreign Loan Headroom
Medium- and long-term foreign loans are, in practice, assessed against the gap between registered investment capital and contributed capital, [State Authority Practice / Verification Required]. Foreign-loan flows through the capital account follow the law on foreign borrowing.
Registering investment capital equal to charter capital may leave no headroom. Our banking and finance team models headroom alongside the IRC filing.
Thin capitalisation planning is a licensing issue as much as a tax issue: the IRC figures are set at the outset and are costly to amend.
Risk Matrix for the Minimum Capital Requirement Vietnam Analysis
| Issue | Legal position | Commercial impact | Risk | Mitigation |
|---|---|---|---|---|
| Sector legal capital not met | Sectoral licensing law | Licence refused | Fatal | Identify the sector rule first |
| Capital not contributed in 90 days | Law on Enterprises Arts. 47, 75, 113 | Mandatory adjustment; sanctions | High | Commit only fundable amounts |
| Cash sent outside the capital account | Circular 38/2026, Art. 4.4 | Contribution disputed; remittance friction | High | Open account first; bank route in the plan |
| Incentive threshold missed | Decree 96/2026, Arts. 19, 21, 24 | Incentive loss or clawback | High | Disbursement tracker |
| No foreign loan headroom | SBV rules [verify] | Shareholder loans blocked | Medium | Register realistic investment capital |
| Non-deductible interest | Interest cap [verify] | Higher effective tax | Medium | Balance equity and debt |
| Capital queried as below a practical minimum capital requirement Vietnam officers expect | Licensing practice | Supplement request; delay | Low | Budget-based narrative |
Hypothetical scenario: A US software group plans a Vietnamese development centre with a three-year budget of USD 5 million. Treasury proposes USD 500,000 charter capital, the balance as shareholder loans. Counsel advises registering investment capital of USD 5 million to preserve loan headroom, raising charter capital to cover 12 months of operating costs, routing every contribution through the capital account, and modelling the interest cap before fixing the loan amount. No sector floor applies, so the minimum capital requirement Vietnam question here is one of credibility.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
Is there a general minimum capital requirement Vietnam applies to foreign investors?
No. The minimum capital requirement Vietnam applies is sector-specific, not general. Floors apply only in sectors with legal capital rules, although licensing officers may query capital that looks inconsistent with the proposed project.
What is the difference between charter capital and investment capital?
Charter capital is the equity owners commit to contribute, recorded on the ERC. Investment capital is total project funding on the IRC, including loans, and may exceed charter capital.
What financial capacity proof is accepted?
Typically recent financial statements, bank balance confirmations or a parent support letter. Decree 96/2026, Article 6.7, removes the requirement for two years of audited statements. Acceptable documents vary by receiving office.
Must capital be paid into a special bank account?
Yes for foreign-invested companies with more than 50% foreign charter capital: Circular 38/2026/TT-NHNN, Articles 4.4 and 6, require monetary contributions by bank transfer into the foreign investment capital account.
Can charter capital be set low and increased later?
Yes, and it is often prudent because increases are simpler than reductions. The capital must still be credible for the project, and an increase may require an IRC amendment.
Conclusion
Treat the minimum capital requirement Vietnam analysis as a sequence. Confirm whether sector legal capital applies, size charter capital from the budget to breakeven, register investment capital that preserves debt headroom, and agree the bank route before any money moves. Revisit all figures before any incentive-linked or expansion filing, and take advice on your facts before filing.
This article provides general information as of 10 October 2026 and is not legal or tax advice for any specific matter. Obtain advice on your facts before setting capital.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
