To expand business scale and enhance competitiveness in 2026, raising charter capital is a crucial legal procedure that captures the attention of most business owners. Whether you are looking into procedures for single-member LLCs, multi-member LLCs, or joint-stock companies, this article on increase company charter capital in Vietnam 2026: Dossiers, costs & time by Viet An Law will provide a comprehensive compilation of the latest information. Explore now to fully understand the paperwork preparation, budget forecasting, and processing timelines required to complete these procedures in compliance with regulations.
Charter capital increment is the process by which an enterprise carries out legal procedures to record an increase in the total value of assets (cash or other assets) that members or shareholders have actually contributed or committed to contribute to the company, compared to the charter capital previously registered and recorded on the Enterprise Registration Certificate.
Common forms of charter capital increment include:
| Type of enterprise entity | Methods of raising charter capital |
| Multi-member LLC | • Increasing the capital contribution of existing members.
• Accepting additional capital contributions from new members. |
| Single-member LLC | • The company owner contributes additional capital.
• Mobilizing additional capital contributions from other individuals/entities. |
| Joint-stock company | • Offering shares for sale, including:
– Offering shares to existing shareholders. – Private placement of shares. – Public offering of shares. • Paying dividends by shares. |
According to the Law on Enterprises 2020 (amended and supplemented in 2025), enterprises are obligated to register their increase in charter capital with the business registration authority within 10 days of completing the capital increase. This means that the owner, members, or shareholders of the company must complete their capital contribution before proceeding with the increase charter capital procedure at the business registration authority. Specifically:
Based on Article 44 of Decree 168/2025/ND-CP, the application dossier for increasing the company’s charter capital includes:
In the case where the general meeting of shareholders of a joint-stock company decides to offer shares to increase the company’s capital and assigns the board of directors to register the increase in charter capital, the dossier, in addition to the application for registration of changes to the business registration, must include:
Based on Clause 12, Article 3 of Decree 168/2025/ND-CP, documents proving capital contribution and share purchase include the following:
The competent authority for processing the registration of changes to a company’s charter capital is the business registration agency under the Department of Finance of the city or province where the enterprise has its head office.
Increase charter capital procedure
| No. | Type of cost | Fee rate in 2026 (VND) | Details |
| 1 | Fee for reissuance of the Enterprise Registration Certificate |
|
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| 2 | Fee for publishing changes to business registration information | 100.000 | Mandatory by regulation to post the new capital information on the National Business Registration Portal |
Execution time
| Stage | Procedure | Processing time | Details of execution |
| 1. Internal corporate procedures | Complete additional capital contributions | Depending on the deadline stipulated in the Resolution/Decision of the enterprise | Members/Shareholders must fully contribute the committed capital before proceeding with registration procedures with the State authority |
| 2. Dossier submission deadline | Submit a notification to the Business Registration Office | Within 10 days | Calculated from the date the capital increase is completed (the date members/shareholders fully pay their contributions). Beyond this deadline, the enterprise may face administrative penalties. |
| 3. State authority processing | Process the dossier and issue the new Certificate. | Within 03 working days | Calculated from the date the Business Registration Office receives a valid dossier.
(If the dossier requires amendments or supplements, the authority will issue a written notice). |
| 4. Post-licensing procedures | Publish the change of information on the National Business Registration Portal | Within 30 days | Calculated from the date the new ERC is issued |
| Comparison criteria | Upon new company incorporation | Upon company charter capital increase |
| 1. Deadline for completing capital contribution | Maximum of 90 days from the date of issuance of the ERC. | Self-determined by the General Meeting of Shareholders / Board of Members / Company Owner and specified in the Capital Increase Resolution/Decision. |
| 2. Sequence of execution (Process) | Register first 🡪 Contribute later:
Declare the committed capital amount to apply for the license 🡪 Have 90 days to fully pay the capital contribution. |
Contribute first 🡪Register later:
Issue an internal decision 🡪Members/Shareholders fully pay their capital 🡪 Register the update on the license. |
| 3. Deadline for registration with State authorities | Executed concurrently upon submitting the application dossier for company incorporation. | Within 10 days from the date the company completes the capital contribution/share offering. |
| 4. Handling of failure to fully contribute capital upon deadline | Must execute procedures to register a reduction of charter capital to the actual contributed amount within 30 days (calculated from the end of the 90-day period). | Do not register the capital increase with the Business Registration Office (since capital is under-contributed). The company only registers the increase matching the exact amount actually contributed by members/shareholders. |
| 5. Financial liability during the capital contribution waiting period | Members/Shareholders remain liable in proportion to their committed capital ratio (even if not fully paid) for financial obligations arising during this 90-day period. | Members/Shareholders are only liable up to the amount of capital that has been successfully contributed. |
According to Clause 2, Article 30 of the Law on Enterprises 2020, enterprises are need to change business registration within 10 days of the change. If the enterprise fails to register the increase in charter capital at the business registration authority within this timeframe, it will be subject to a warning or a fine of up to 30,000,000 VND as stipulated in Article 44 of Decree 122/2021/ND-CP for the act of registering changes to the enterprise registration certificate after the prescribed deadline (applicable to individuals, with the fine doubled for organizations).
Yes. Current corporate law does not prohibit loss-making or debt-ridden enterprises from increasing their charter capital. In fact, increasing capital during this period is often a necessary solution for financial restructuring, supplementing working capital to pay off debts, or enhancing their profile to access bank loans and participate in bidding for new projects.
Permitted. According to current regulations on corporate financial transactions:
When utilizing the business license amendment and capital increase services at Viet An Law Firm, clients do not need to travel or worry about administrative procedures. Our team of lawyers will directly handle the entire process for increase company charter capital in Vietnam 2026: Dossiers, costs & time:
Viet An Law is proud to be a reputable law firm, partnering with thousands of domestic and international businesses with outstanding commitments:
For professional consultation on the procedures to change your business license, please contact Viet An Law Firm for the most dedicated support regarding increase company charter capital in Vietnam 2026: Dossiers, costs & time!
