The FDI company charter capital increase procedures in Vietnam 2026 represent an important legal workflow when foreign-invested enterprises (FDI) need to expand business scale, enhance financial capacity, supplement capital contributions, or deploy new investment projects in Vietnam. In the course of operations, deciding to increase company charter capital may simultaneously require an enterprise to adjust FDI investment capital, execute an adjust Investment Registration Certificate (IRC) procedure, or initiate a change company charter capital procedure on the Enterprise Registration Certificate (ERC) depending on specific circumstances.
Not all capital increase cases for foreign-invested enterprises follow the exact same process. Therefore, investors must clearly determine whether the capital adjustment only modifies the charter capital, changes the project’s investment capital, or modifies both enterprise and investment project information. In this article, Viet An Law Firm updates the latest regulations on how to increase charter capital of FDI company in Vietnam, clarifying conditions, dossiers, execution orders, and vital legal notes.
Increasing the charter capital of an FDI company can be executed using capital from existing investors, new investors, an option to convert loan into equity, or undistributed after-tax profits in Vietnam. Each form possesses distinct legal characteristics, dossier requirements, and risks. Therefore, before initiating the official process, the enterprise must clearly determine the additional capital source and which licenses require an adjustment of IRC and ERC.
| Forms of increasing FDI company charter capital | Nature of transaction | When should an enterprise apply it? | Legal procedures to note | Risks to check before execution |
| Existing investors contributing additional capital to the FDI company | The owner, members, or current shareholders supplement capital contributions to increase charter capital of FDI company in Vietnam. | Suitable when the FDI enterprise needs to expand business scale but does not want to change the investor structure. | Usually requires a procedure to change company charter capital on the ERC. If the capital contribution is tied to an investment project, the enterprise may need to adjust Investment Registration Certificate parameters. | Need to check capital contribution timelines, direct investment capital accounts, foreign ownership ratios, and capital transfer bank remittances. |
| Accepting new investors for capital contribution | The FDI company increases capital by accepting new members or issuing additional shares to a new investor. | Suitable when the enterprise wants to mobilize more financial resources, expand strategic partnerships, or alter the ownership structure. | May trigger procedures for registering capital contribution or share purchase; adjusting the ERC; and performing an adjustment of IRC and ERC if the investment project changes correspondingly. | Need to review market access conditions for foreign investors, ownership ratios, conditional business sectors, and management rights after increasing capital. |
| Converting parent company loan into equity | Loans from the parent company or foreign investors are converted into capital contributions to increase company charter capital. | Suitable when the enterprise has received a legal loan and wants to improve its financial structure, reduce debt obligations, and increase equity capacity. | Need to check loan dossiers, disbursement vouchers, foreign loan reporting obligations, decisions to convert loan into equity, and capital adjustment procedures. | Risks usually lie in foreign exchange management, loan documentation, loan terms, foreign loan registration, and accounting entries when converting debt. |
| Increasing capital from undistributed after-tax profits in Vietnam | The enterprise utilizes profits arising from business operations in Vietnam to supplement its charter capital. | Suitable for profitable FDI companies that want to reinvest in Vietnam without transferring additional capital from abroad. | Requires financial statements, determination of distributable after-tax profits, resolutions/decisions of the owner or shareholders, and execution of procedures to change company charter capital. | Need to check tax obligations, accumulated losses, financial statements, profit distribution rights, and accounting bases before recording the capital increase. |
| Simultaneously increasing charter capital and project investment capital | The enterprise simultaneously increases the company’s capital contribution and seeks to increase investment capital of FDI project. | Suitable when the capital increase aims to expand the project, add machinery, factories, locations, manufacturing scales, or raise investment costs. | Usually requires simultaneous execution of an adjustment of IRC and ERC. | Need to review project objectives, investment locations, capital contribution schedules, financial capacity of the investor, and consistency between the IRC and ERC. |
As seen from the forms above, the workflow is not merely a capital amendment procedure on the ERC. In many cases, enterprises must also increase investment capital of FDI project, register capital contributions of foreign investors, review direct investment capital accounts, transfer remedies, tax obligations, and foreign exchange management regulations. Therefore, correctly identifying the format of the capital increase is a vital step before preparing a dossier to increase company charter capital.
Execution time for this part of the FDI company charter capital increase procedures in Vietnam 2026: From 10 – 15 working days.
Executing authority: Department of Finance where the enterprise’s head office is located.
Investors contribute the full increased capital amount according to the registered timeline and foreign exchange management regulations.
Execution time: From 03 – 05 working days.
Executing authority: Department of Finance where the enterprise’s head office is located.
Execution time: From 10 – 15 working days.
Executing authority: Department of Finance where the enterprise’s head office is located.
The new investor contributes capital in accordance with the Law on Investment and foreign exchange regulations.
Execution time: From 03 – 05 working days.
Executing authority: Department of Finance where the enterprise’s head office is located.
Execution time: From 10 – 15 working days.
Executing authority: Department of Finance where the enterprise’s head office is located.
| Criteria | Increasing charter capital | Increasing investment capital |
| Concept | Increasing the contributed capital portion of members/shareholders. | Seeking to increase investment capital of FDI project (owner’s equity, loan capital) to implement the investment project. |
| Adjusted License | ERC | IRC or simultaneously an adjustment of IRC and ERC |
| Purpose | Enhancing the financial capacity of the enterprise. | Expanding the scale of the investment project. |
| Impact on investment project | Not necessarily | Yes |
| Basic dossier | Notification on the change of charter capital; decision, resolution, and meeting minutes; list of members/shareholders after the change. | Written request for project adjustment; report on the project implementation situation; decision on capital increase adjustment; documents proving the financial capacity of the investor. |
| Execution procedure | Carry out the procedure to change business registration contents on the ERC. | Adjust the IRC first, then carry out the ERC change if charter capital changes. |
| Execution time | Around 03 – 05 working days. | Around 10 – 15 working days for the IRC; total time can be 15 – 20 days if simultaneously adjusting the ERC. |
| Execution cost | Lower, mainly comprising fees for changing enterprise registration and consulting costs (if any). | Higher due to the addition of investment project adjustment procedures, financial capacity proofs, and consular legalization of foreign documents (if any). |
Note: In many cases, an increase investment capital of FDI project entails an increase in charter capital, requiring the enterprise to concurrently execute an adjustment of IRC and ERC.
Common difficulties faced when increasing FDI company capital
| Procedures | Execution timeline |
| Changing the ERC | 03 – 05 working days |
| Adjusting the IRC | 10 – 15 working days |
| Adjusting both IRC and ERC simultaneously | 15 – 25 working days |
The actual time may be prolonged depending on the business sectors, project scale, and explanation requests from state authorities.
The expenses to execute capital increase procedures typically include:
Not every charter capital increase requires an IRC adjustment. If the increase only alters the charter capital without modifying the total investment capital, scale, or content of the project, the enterprise usually only needs to perform an ERC change. Conversely, if the change modifies the project’s total investment capital, it is mandatory to adjust Investment Registration Certificate parameters before modifying the ERC.
This is one of the most common obstacles when executing a capital adjustment. In practice, the investment registration authority usually reviews the current capital contribution status before approving a capital increase dossier. The enterprise may be required to fully contribute the missing capital or clarify the reasons for the delay before the investment project adjustment can be reviewed.
An enterprise should choose to increase charter capital of FDI company in Vietnam when it needs to supplement operational funding or elevate financial capacity. In case it needs to expand the project scale, raise output capacity, or add capital specifically earmarked for executing the investment project, it must choose to adjust FDI investment capital parameters. In many instances, FDI firms must simultaneously modify both the IRC and ERC to maintain consistency with the actual project scope and capital resources.
Viet An Law Firm provides an expert FDI company capital increase service in Vietnam, covering the adjustment of FDI company capital and the expansion of FDI project investment capital nationwide. We are active in key manufacturing and commercial hubs across Ha Noi, Ho Chi Minh City, Bac Ninh, Hai Phong, Da Nang, Binh Duong, Dong Nai, and other provinces.
With deep expertise in foreign investment and corporate law, Viet An Law Firm supports investors and FDI enterprises with a full-package workflow to increase company charter capital, adjust the IRC, adjust the ERC, and handle post-increase legal procedures.
Our services include:
If your business requires an exceptional FDI company capital increase service in Vietnam across Ha Noi, Ho Chi Minh City, or any province nationwide, please contact Viet An Law Firm. We help you choose the ideal path, compile the required files completely, and execute the entire procedure swiftly in full compliance with the law.
