A company charter capital reduction in Vietnam is a formal legal procedure executed by enterprises when they need to restructure capital, return a portion of contributed capital to members or shareholders, handle capital contributions that were not fully paid, or adjust their overall business scale. Because charter capital directly relates to asset liability limits, the fundamental rights of owners, shareholders, and contributing members, as well as general obligations to third parties, any adjustment requires a proper business registration amendment in Vietnam. When executing these structural changes, companies often seek to change company registration profiles or choose to change company charter capital parameters. Businesses may also evaluate this workflow against a separate strategic decision to increase company charter capital depending on their growth targets. In this article, Viet An Law Firm summarizes the regulations on the company charter capital reduction in Vietnam 2026: documents and procedures, including eligible reduction cases, required charter capital reduction documents, execution workflows, and crucial notes to avoid legal risks.
| Criteria | Regulatory content (Updated 2026) |
| Conditions | Must have operated continuously for more than 2 years (in case of capital return) or shareholders/members failed to contribute sufficient capital, while simultaneously ensuring full payment of outstanding debts after a business registration amendment in Vietnam to lower the capital level. |
| Processing Time | 03 working days from the date the competent state authority receives a valid application dossier. |
| Costs | 100,000 VND state fee for public announcement of business registration contents (from 2026, the license tax/fee has been completely abolished, so this fee item does not arise when companies change company charter capital). |
| Venue of Execution | Submitted online via the National Business Registration Portal (processed by the provincial Business Registration Office under the Department of Planning and Investment). |
According to the provisions of the Law on Enterprises 2020 (amended and supplemented in 2025), there are basically two primary cases where an entity needs to register a charter capital reduction in Vietnam 2026:
Important note: In case of a company charter capital reduction in Vietnam, the enterprise must commit to and ensure full payment of all debts and other asset obligations after the reduction is implemented.
However, to satisfy the specific conditions required for a lawful reduction, each type of business entity must pay close attention to the distinct procedures for reducing charter capital detailed below.
Reducing charter capital directly modifies the financial scale of the company and must strictly comply with the conditions and provisions of the Law on Enterprises for each specific corporate entity type:
Pursuant to Article 68 of the Law on Enterprises, a capital reduction in a multi-member LLC is carried out in the following cases:
Proportional to their capital contribution ratio in the charter capital of the company. This is permitted if the company has operated continuously for 02 years or more from its business registration date and ensures full payment of all debts and other asset obligations after the return.
Members have the right to demand the company buy back their contributed capital under Article 51 of the Law on Enterprises if that member voted against a resolution of the Board of Members regarding:
Members must contribute capital to the company fully and in the exact type of assets committed upon business registration within 90 days from the issuance date of the Enterprise Registration Certificate.
A member can only contribute assets different from the commitment if approved by more than 50% of the remaining members. If a member fails to contribute capital fully, the company must register a business registration amendment in Vietnam to adjust the charter capital to the actually contributed amount within 30 days from the final deadline for capital contribution.
According to Clause 3, Article 87 of the Law on Enterprises, a single-member LLC may reduce company charter capital in Vietnam in the following cases:
If the company has operated continuously for 02 years or more from its business registration date and ensures full payment of all debts and other asset obligations after the return.
Pursuant to Article 75 of the Law on Enterprises, the owner must contribute capital fully within 90 days from the issuance date of the Enterprise Registration Certificate. In case of failure to contribute fully within the time limit, the owner must execute procedures for reducing charter capital to match the actually contributed value within 30 days from the final deadline. The owner remains liable up to the committed capital amount for obligations arising before the date of registration amendment.
According to Clause 5, Article 112 of the Law on Enterprises, a JSC can implement a charter capital reduction in Vietnam 2026 in the following cases:
The company returns a portion of contributed capital to shareholders according to their shareholding ratio if it has operated for 02 years or more from its business registration date (excluding suspension periods) and ensures full payment of debts and asset obligations after the return.
At the request of shareholders (Article 132 Law on Enterprise 2025):
By decision of the company (Article 133 Law on Enterprise 2025)
Shareholders must pay in full for registered shares within 90 days from the date of issuance of the Enterprise Registration Certificate, unless the Company’s Charter or share subscription contract prescribes a shorter period.
The company returns capital according to the requirements and conditions stated in the shares to shareholders holding redeemable preference shares in accordance with regulations and the Company’s Charter.
A partnership can execute a charter capital reduction through expelling a contributing member from the company and terminating a partner’s status. Specifically as follows:
In case a contributing member fails to contribute fully and on time the amount of capital committed, the uncontributed capital shall be considered a debt of that member to the company; the relevant contributing member may be expelled from the company by decision of the Board of Partners.
According to Article 185 of the Law on Enterprises 2025, a partner’s status is terminated in the following cases:
During operations, the owner of a private enterprise has the right to decide on reducing their investment capital. However, unlike owners of an LLC or JSC who enjoy limited liability within their contributed capital, a private enterprise owner bears unlimited liability for all business operations.
| Criteria | Limited Liability Company (Single-member & Multi-member) | Joint-Stock Company |
| Issuing Authority | – Single-member LLC: Company owner.
– Multi-member LLC: Board of Members. |
General Meeting of Shareholders. |
| Forms of Reduction | 1. Returning a portion of contributed capital.
2. Company redeems contributed capital (for multi-member LLC). 3. Unpaid committed capital contributions. |
1. Returning a portion of contributed capital.
2. Company redeems issued shares. 3. Shareholders fail to pay for registered shares in full. |
| Obligations to Third Parties (Creditors) | Must ensure solvency. Members/Owner bear joint liability for debts if the reduction violates regulations. | Must ensure solvency. The Board of Directors and Director/General Director bear joint liability if they cause damage to creditors due to non-compliant capital reduction. |
| Criteria | Increase company charter capital | Reduce company charter capital |
| Nature | Records additional value of assets contributed or committed. | Withdraws or adjusts downward the registered capital amount. |
| Purpose | Expands scale, supplements working capital, and enhances reputation. | Narrows scale, restructures ownership, or handles unfulfilled capital contributions. |
| Forms | 1.Existing members/shareholders contribute more capital.
2. Accepting new members/shareholders. 3. Offering shares (for JSCs). 4. Converting bonds into shares. |
1. Returning a portion of capital to shareholders/members.
2. Company redeems capital/shares. 3. Unpaid committed capital. |
| Conditions | Valid Resolution/Decision and completion of actual capital contribution. | Operating for over 2 years and ensuring full debt payment (if returning capital), or expiration of 90 days without full contribution. |
| Consequences | Increases asset liability limits; may increase license tax tier. | Decreases liability limits; may reduce credit reputation or bidding capacity. |
| Filing deadline | Within 10 days from completion of capital increase. | Within 10 days from completion of capital reduction. |
According to Clause 5, Article 44 of Decree No. 168/2025/ND-CP, the processing timeline is as follows:
Online submission is completely free (0 VND). Processing via electronic means is prioritized to optimize administrative workflows.
A fixed rate of 100,000 VND/time. This mandatory fee is paid at filing to automatically publish information once the new charter capital is updated.
The company must ensure its ability to pay all outstanding debts when registering a capital reduction via proportional capital returns. The Business Registration Office may request accompanying commitments on fulfilling tax obligations and debts to ensure compliance.
Yes, but it must satisfy the condition: the company has operated continuously for more than 02 years from its registration date and remains fully capable of paying all debts and asset obligations after the return.
The enterprise must execute a workflow to change company registration details within 10 days from the completion of the reduction or from the date the resolution/decision is passed.
No, for the capital return method. The law stipulates that capital returns are only permitted if the company remains fully solvent. If the company is in a deficit and cannot ensure solvency, the application will be rejected.
Outstanding benefits when choosing Viet An Law Firm:
To ensure the new Enterprise Registration Certificate is issued on time, Viet An Law Firm implements a workflow including the following steps:
The above is the consultation of Viet An Law Firm regarding the company charter capital reduction in Vietnam 2026: documents and procedures. If clients have any questions or require professional legal assistance on process to change company registration, please contact Viet An Law Firm for the most efficient support!
