The timely and full contribution of charter capital is an important obligation of members, owners, and shareholders, and serves as the basis for determining the enterprise’s actual capital scale during its operation. Failure to fully contribute the committed capital not only affects the rights and obligations of the capital contributors but also gives rise to the enterprise’s obligations to adjust its charter capital, update its enterprise registration information, and comply with regulations on capital management. Therefore, enterprises and individuals should pay particular attention to the applicable capital contribution deadlines and the legal consequences arising from failure to comply with their commitments.

1. Legal regulations on failure to fully contribute charter capital within the prescribed time limit

Under Articles 47, 75, and 113 of the Law on Enterprises 2020, depending on the type of enterprise, members, owners, or shareholders must fully contribute the committed capital within 90 days from the date of issuance of the Enterprise Registration Certificate, except for periods that are excluded from the capital contribution period as prescribed by law in cases where contributed assets require a certain period for transfer.

For a multi-member limited liability company, upon expiry of the above period, a member who has not contributed capital shall automatically cease to be a member, while a member who has contributed only part of the committed capital shall have rights corresponding to the amount of capital actually contributed. The unpaid portion of capital shall be offered for sale as decided by the Members’ Council. The company must also register changes to its charter capital and the capital contribution ratios within 30 days from the last day of the capital contribution period, pursuant to Clause 3, Article 47 of the Law on Enterprises.

For a single-member limited liability company, Article 75 of the Law on Enterprises 2020 provides that the owner must register an adjustment to the charter capital to reflect the amount of capital actually contributed within 30 days from the expiry of the capital contribution period. Notably, the owner remains liable for financial obligations of the company arising before the date on which the change in charter capital is registered, in proportion to the committed capital. In addition, the owner may be required to bear liability with all of their assets for damage arising from failure to contribute capital, incomplete contribution, or late contribution of capital.

For a joint-stock company, under Article 113 of the Law on Enterprises 2020, shareholders must fully pay for the number of subscribed shares within 90 days from the date of issuance of the Enterprise Registration Certificate, unless the company’s Charter or the share subscription agreement provides for a shorter period. Upon expiry of this period, a shareholder who has not paid or has only partially paid for the subscribed shares shall cease to be a shareholder with respect to the unpaid shares and shall not be entitled to transfer the right to subscribe for such shares to another person. The company must register an adjustment to its charter capital corresponding to the par value of the shares for which payment has been fully made and update its list of founding shareholders within the statutory time limit. Unpaid shares shall be handled in accordance with the decision of the General Meeting of Shareholders and applicable law, including offering such shares for sale to other shareholders or other persons under appropriate conditions.

2. Relevant responsibilities and obligations

An enterprise must not continue to maintain a registered charter capital that is higher than the actual amount of capital contributed after expiry of the capital contribution period. Declaring charter capital that does not correspond to the actual amount contributed without registering the necessary adjustment may also be regarded as falsely declaring charter capital under the provisions introduced by the Law on Enterprises as amended in 2025.

For a multi-member limited liability company, the enterprise must prepare an application for registration of changes to its members, charter capital, and corresponding capital contribution ratios based on the actual amount of capital contributed. Under Article 45 of Decree No. 168/2025/ND-CP, where a member fails to contribute capital as committed, the application for registration of changes to the members shall be submitted to the provincial-level business registration authority.

In addition, if an enterprise fails to carry out the procedures for adjusting its charter capital or changing its members or founding shareholders after expiry of the capital contribution period and the statutory period for making the relevant adjustment, it may be subject to a fine ranging from VND 30 million to VND 50 million pursuant to Clause 3, Article 46 of Decree No. 122/2021/ND-CP.

3. Notes and recommendations for enterprises and individuals

Enterprises should monitor at least three key deadlines: (i) the date of issuance of the Enterprise Registration Certificate; (ii) the 90-day period for fully contributing the committed capital; and (iii) the subsequent 30-day period for registering adjustments to the charter capital, members, or shareholders where the actual capital contributed is lower than the registered capital.

Capital contributions should be made through methods supported by clear documentary evidence and in accordance with the type of contributed asset and applicable legal requirements. Where the enterprise or capital contributor is unable to fully contribute the committed capital, the enterprise should proactively carry out the procedure for adjustment immediately after expiry of the capital contribution period rather than continuing to maintain registered capital that does not reflect the actual capital contributed.

In particular, from 1 July 2025, the Law on Enterprises as amended in 2025 has strengthened liability for the act of falsely declaring charter capital. Accordingly, registered charter capital should be based on the actual capacity to contribute capital, and enterprises should retain adequate documents evidencing the capital contribution process in order to mitigate legal, corporate governance, and administrative sanction risks.