Distinguishing charter capital, the total investment capital of the project and legal capital; there is no general minimum but implicit thresholds arise through the appraisal of financial capacity; the 90 day capital contribution time limit; the investment capital account under Circular No.
About this article
One decision, four consequences. Charter capital is more than a figure on the enterprise registration certificate. It decides whether a licence can be obtained, how much must be contributed within 90 days, what residence status an individual investor gets, and how far members or shareholders are liable. Settle the figure after reviewing the business lines, rather than picking it first and adjusting it later.
Information updated to September 2026. This article provides general information and does not replace legal advice for a specific case. The capital requirements of each business line are prescribed by specialised legislation and change from time to time, so they need to be verified at the time the dossier is prepared.
1. Three capital concepts must be kept apart
| Concept | Content | Where it is recorded |
|---|---|---|
| Charter capital | Total assets that members or the owner contribute or undertake to contribute when an LLC or partnership is formed; for a JSC, the total par value of shares sold or subscribed at formation | Enterprise Registration Certificate |
| Total investment capital of the project | Total capital to carry out the project: the investor's contribution plus mobilised capital. Always equal to or greater than charter capital | Investment Registration Certificate |
| Capital conditions under specialised legislation | The mandatory minimum level of capital for carrying on certain business lines | Not on either certificate; a condition for the specialised licence |
Use the terms carefully. The Law on Investment and the Law on Enterprises no longer use the term legal capital. Minimum capital now appears only as a business investment condition in the specialised law of each sector, not as a general concept.
Applicants often confuse charter capital with the project's total investment capital. Total investment capital may exceed charter capital if the project plans to borrow, but the applicant must explain the difference with a specific source of funds, not just state a figure.
2. There is no general minimum charter capital
The Law on Enterprises 2020 does not prescribe any general minimum level of charter capital. As a matter of text, a company may register charter capital at any level.
For foreign invested enterprises, however, three layers of constraint apply in practice:
2.1. Some business lines carry their own capital requirements
Certain business lines impose a minimum level of capital as a business investment condition, among them banking, non-bank credit institutions, insurance and reinsurance, securities, real estate business, international travel services, foreign invested educational institutions, and employment services. Certain other business lines impose a deposit requirement in place of a capital requirement.
Each sector's specialised law sets the specific amounts, which change over time, so the enterprise must check them for the business lines it plans to register when it prepares the application. Do this before deciding the capital, because a business line's own requirement becomes a mandatory floor.
2.2. The licensing authority appraises the investor's financial capacity
The investment registration authority assesses the investor's financial capacity from its financial statements for the last two years, a financial support undertaking from the parent company, or a bank balance confirmation. The capital contribution must also be proportionate to the size of the project.
This creates an unwritten minimum. A project that rents 500 square metres in a city centre and plans to hire 30 staff, but registers only a few hundred million dong of capital, will be asked to explain, because that capital cannot cover its real operating costs in the early period.
2.3. Capital determines an individual investor's residence status
For an individual investor who intends to live in Vietnam, the amount of capital contributed determines residence status:
| Level of capital contribution | Consequence for residence | Work permit |
|---|---|---|
| Below VND 3 billion | DT4: visa of up to 12 months only, no temporary residence card | A work permit is still required |
| From VND 3 billion to below VND 50 billion | DT3: temporary residence card of up to 3 years | Exempt if the investor is the owner or a contributing member of an LLC |
| From VND 50 billion to below VND 100 billion | DT2: temporary residence card of up to 5 years | Exempt |
| VND 100 billion or more, or investment in an incentivised business line or area | DT1: temporary residence card of up to 10 years | Exempt |
VND 3 billion is the most important threshold for an individual investor, because it unlocks both a temporary residence card and the work permit exemption. The gap between VND 2 billion and VND 3 billion is therefore not a matter of business size; it decides whether the investor has stable residence status.
The two company types differ here. In an LLC, an owner or contributing member with VND 3 billion or more is exempt. In a JSC, only the Chairman or a board member with a contribution of VND 3 billion or more is exempt; an ordinary shareholder is not, however much capital they contribute.
3. Capital must be contributed on time and in the right way
3.1. Charter capital must be contributed in full within 90 days
Members and shareholders must fully contribute the capital they undertook within 90 days from the issue of the Enterprise Registration Certificate, not counting the time needed to ship and import contributed assets or to transfer their ownership.
The capital deadline and the certificate deadline do not coincide. Decree No. 96/2026/ND-CP allows a foreign investor to establish the enterprise first and obtain the Investment Registration Certificate within 12 months. The two periods do not match: the 90-day contribution period runs from the enterprise registration certificate, but the project cannot start until the investment registration certificate is issued. An investor who chooses this sequence needs a cash flow plan that fits.
3.2. Failing to contribute in full on time has several consequences
If the period ends before the capital is fully contributed, the company must register a reduction of its charter capital to the amount actually contributed. A member who has not contributed, or not contributed in full, is liable, in proportion to the capital undertaken, for the company's financial obligations that arise before the company registers the change.
Since Law No. 76/2025/QH15 amended the Law on Enterprises, the authorities manage false declarations of charter capital more strictly, that is, registering capital that the investor neither intends nor is able to contribute.
3.3. Capital must go through the investment capital account
Under Circular No. 38/2026/TT-NHNN, which replaces Circular No. 06/2019/TT-NHNN from 18 August 2026, the following must open an investment capital account:
- economic organisations in which foreign investors hold over 50% of the charter capital or voting shares;
- foreign investors under a business cooperation contract;
- foreign investors carrying out a project directly under the public-private partnership method;
- petroleum contractors.
Circular No. 06/2019 set this threshold at 51% or more. A separate investment capital account must be opened for each business cooperation contract, each public-private partnership project and each petroleum contract.
All capital must be contributed through this account. If the investor contributes in cash or pays into an ordinary current account, it will struggle to prove its capital when applying for an investor temporary residence card, and later when remitting profits or divesting.
Circular No. 38/2026 allows the investment capital account to be opened before the Investment Registration Certificate is issued, to fit the sequence of establishing the enterprise first. Until the certificate is issued, the account may be used only to receive capital contributions and interest, to pay investment preparation costs, and to refund capital if the certificate is not issued.
3.4. Assets contributed as capital must be valued
Capital may be contributed in Vietnamese dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, know-how and other assets that can be valued in Vietnamese dong. Assets other than Vietnamese dong, freely convertible foreign currency or gold must be valued in Vietnamese dong by the members, the founding shareholders or a valuation organisation.
If an asset is valued above its actual value at the time of contribution, the contributor and the valuer must make up the difference and are jointly liable for any loss. For a foreign-invested enterprise, contributing imported machinery and equipment also involves customs and ownership transfer procedures, so the investor should allow time beyond the 90-day mark.
4. Both too much and too little capital carry risk
4.1. A high registered capital is a commitment that must be honoured
- The capital must actually be contributed within 90 days. The registered capital is a legal undertaking, not a statement of size.
- Members are liable up to the amount undertaken for obligations that arise before a capital reduction is registered.
- Reducing capital is not simple. To refund part of the capital, the company must have operated continuously for at least 2 years and must still be able to pay all its debts after the refund.
4.2. Too little capital may trigger requests for explanation
- The authority will ask for an explanation because the capital is not proportionate to the project.
- The business line conditions may not be met if the registered lines have their own capital requirements.
- The investor loses residence status if the capital is below VND 3 billion and the individual investor wants to stay in Vietnam.
- Partners and banks may be harder to deal with, because charter capital is public and is read as a sign of size.
5. Capital can be increased after establishment
How a company increases capital depends on its type. A multi-member LLC increases the contributions of existing members or admits new members. A single-member LLC increases capital through a further contribution by the owner, or by taking contributions from others; the second option requires converting the company type. A JSC increases capital by offering shares.
For a foreign-invested enterprise, increasing charter capital usually changes the project's total investment capital, so the enterprise must amend the Investment Registration Certificate as well as register the change to its enterprise registration. Amend the investment registration certificate first.
6. How to settle the right level of capital
- Review the business lines to see whether specialised law requires a minimum capital or deposit. This is the mandatory floor.
- Establish the individual investor's residence needs. If the investor wants to stay in Vietnam, VND 3 billion is the second floor.
- Estimate operating costs for the first 12 to 18 months: rent, salaries, set-up costs and working capital. The capital should let the project run on its own during this period without relying on revenue.
- Take the highest of the three figures, then check that it is proportionate to the premises and the expected headcount.
- Plan the cash flow around the 90-day mark, allowing time to open the investment capital account and for international transfers.
- Choose the right company type. For an individual investing alone who needs residence, an LLC is more favourable for the work permit exemption.