Extend investment capital contribution term in Vietnam

Extension of the term for investment capital contribution is a very important procedure to record the term for new capital contribution on the investment registration certificate when the enterprise cannot make the capital contribution on time. In case of failure to carry out extension procedures before the expiry of investment capital contribution, investors will be sanctioned for administrative violations in the field of investment.

After being granted the Investment Registration Certificate, the investor needs to contribute enough investment capital as registered to implement the project. Normally, the term for investment capital contribution is 90 days from the time of issuance of the enterprise registration certificate of the project implementing organization. The timely contribution of capital is considered extremely important because if it overdue according to the term for capital contribution specified on the Investment Registration Certificate, the Bank will not allow to receive investment capital, the company will not be able to receive investment capital to conduct operations. However, in case the investor does not make timely arrangements to contribute capital, the investor needs to make an application to be extended the term for investment capital contribution.

Legal bases

• Investment Law 2020;
• Decree No. 31/2021/ND-CP guiding the Law on Investment.
• Decree 50/2016/ND-CP provides for sanctioning administrative violations in the field of planning and investment.

Conditions for extension of investment capital contribution term in Vietnam

The term for investment capital contribution is up to the time of submitting the extension application.

In case of submitting an extension application after the term for investment capital contribution, the enterprise shall be administratively sanctioned or may have its investment registration certificate revoked.

Procedures for extension of investment capital contribution term in Vietnam

Step 1: Dossier of extension of investment capital contribution term

To extend the term for capital contribution, investors must submit 01 set of dossiers for adjustment of the Investment Registration Certificate to the agency that issued the Investment Registration Certificate.

A dossier of application for extension of investment capital contribution term includes the following documents:

• A written request for adjustment of the Investment Registration Certificate;
• Report on the implementation of investment projects up to the time of adjustment;
• Decision and valid copy of meeting minutes of the Members’ Council/General Meeting of Shareholders/ owner of an economic organization implementing  an investment project on the adjustment of investment projects;
• Explain the reasons for adjusting the investment project;
• A copy of  the decision approving (adjusting) the investment policy or the decision approving (adjusting) the investor or the decision approving (adjusting) the investment policy concurrently with the investor approval or the investment registration certificate/Investment Registration Certificate/investment license/business license.
• Documents related to the adjustment: confirmation of the contributed investment capital; proof of financial capacity for insufficient investment capital.
• Written authorization in case the investor does not directly submit the application.

Step 2: Submit an application for extension of investment capital contribution term

After preparing the dossier, the investor submits the dossier to the competent investment registration agency. Investors declare online information about investment projects at the National Foreign Investment Information System (fdi.gov.vn) and submit them directly to the competent investment registration agency; Within 15 working days from the date of online declaration, investors must submit an extension application to the Investment Registration Agency.

Step 3: Process the application and get the results

Within 10 days from the date of receipt of a valid dossier, the Investment Registration Agency shall amend the Investment Registration Certificate for the investor to record the term for contributing new investment capital to the investor.

Some notes when extending the term for investment capital contribution in Vietnam:

• In case the term for capital contribution recorded on the Investment Registration Certificate expires, the investor needs to contact the inspectorate to sanction administrative violations on the implementation of the project progress. After completing the inspection and sanction procedures, the Investment Registration Agency shall record the extension of the term for capital contribution for investors.
• The extension period for capital contribution shall be registered by the investor in the extension dossier, the Investment Registration Agency based on the project operation will consider the extension term and record it in the investment registration certificate.
• In case the enterprise is not approved for extension, the enterprise is forced to make a sufficient capital contribution or register for reduction of investment capital.
• The charter capital of the project implementing organization must be fully contributed within 90 days from the date of enterprise registration, in case after this term the capital has not been fully contributed, it is necessary to re-register the charter capital with the enterprise registration agency. Therefore, in case investors have not contributed enough capital, they must also register to change the charter capital of the enterprise in accordance with the provisions of the Enterprise Law 2020.

Some related questions

Can the investment capital contribution term expire?

Before the expiry of investment capital contribution, investors need to submit an application for extension of the term for capital contribution. In case of expiry of capital contribution, the extended investor may not be approved by the investment registration agency and must carry out inspection and sanction procedures for failure to comply with the project implementation schedule and failure to adjust the investment registration certificate.

Can the extension of investment capital contribution adjust the investment project?

According to the 2020 Investment Law and documents guiding the investment law, investors can both extend the term for capital contribution and adjust other contents of investment projects.

What is the penalty when investors fail to contribute investment capital on time?

Penalties for violations of capital contribution progress are specified in Article 13 of Decree 50/2016/ND-CP. The lowest penalty for failure to contribute enough investment capital within the term is VND 20,000,000 – 30,000,000.

Customers who are interested in the service of extending the term of investment capital contribution, please contact Viet An Law Firm directly for detailed advice.