Time limit for capital contribution of foreign investors in Vietnam

To implement investment projects in Vietnam, foreign investors need to have a plan and need to know the time limit for contributing investment capital to the project.

The duration of capital contribution of a foreign investor is the period of time prescribed by law for investors to transfer capital from abroad to Vietnam to implement investment projects. This time limit is usually recorded on the Investment Registration Certificate issued by a state agency to the investor.

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.

Time limit for capital contribution of foreign investors in Vietnam

In case of establishing a new enterprise in Vietnam.

• The duration of capital contribution of foreign investors is recorded in the Investment Registration Certificate.
• In order to comply with the law on enterprises, the time limit for capital contribution of foreign investors is 90 days from the date of issuance of the enterprise registration certificate of the economic organization implementing the project.

In case of extension of capital contribution time limit

• The time limit for capital contribution of foreign investors when applying for extension of capital contribution time limit is recorded on the Adjusted Investment Registration Certificate.
• The time limit for capital contribution of foreign investors shall be registered by the foreign investor and approved by the investment registration agency. Normally, this time limit is about 90 days from the date of issuance of the adjusted investment registration certificate.

 In case of increasing investment capital

• The time limit for capital contribution of foreign investors when registering to increase investment capital is recorded on the Adjusted Investment Registration Certificate.
• The time limit for capital contribution of foreign investors shall be registered by the foreign investor and approved by the investment registration agency. Normally, this time limit is about 90 days or 06 months to 12 months from the date of issuance of the adjusted investment registration certificate.
• Investors who fully contribute capital increase, within 10 days from the date of capital contribution, foreign-invested enterprises shall carry out procedures for increasing charter capital with the enterprise registration agency.

In case of registration for capital contribution, purchase of contributed capital or shares in a Vietnamese enterprise

• The time limit for capital contribution of foreign investors is not specified in any document.
• Before changing the enterprise registration to recognize foreign investors as members, company shareholders and foreign investors must contribute sufficient capital and fully pay the transferred investment capital. Within 10 days from the date of payment of this capital, the company is responsible for changing the business registration.

Some attentions on the time limit for capital contribution of foreign investors in Vietnam

• In case the time limit for capital contribution is nearing but the foreign investor does not contribute enough capital, the foreign investor should carry out procedures for extending the time limit for investment capital contribution.
• In case the time limit for investment capital contribution expires but the foreign investor does not contribute enough, the foreign investor shall be sanctioned for administrative violations of foreign investment in Vietnam.
• Foreign investors who make capital contributions within the time limit for capital contribution recorded on the new investment registration certificate shall be approved by the bank for capital transfer and successful capital transfer.
• Foreign investors need to contribute capital to the correct investment capital account in accordance with regulations on foreign exchange management for foreign direct investment activities in Vietnam.

Some questions about the time limit for capital contribution of foreign investors in Vietnam

Is the time limit for investment capital contribution and the term for charter capital contribution the same?

The duration of investment capital contribution and the term of charter capital contribution are different. Except for the case when establishing a new foreign-invested company, the time limit for investment capital contribution and the time limit for charter capital contribution are equal to 90 days from the date of issuance of the enterprise registration certificate.

Is it possible to extend the time limit for investment capital contribution of foreign investors?

According to the provisions of the 2020 Investment Law, foreign investors are allowed to extend the time limit for investment capital contribution. Before the expiry of capital contribution, investors need to carry out registration procedures for adjustment of project implementation progress to extend the time limit for investment capital contribution.

What is the time limit for investment capital contribution in case of capital increase?

In case of increasing investment capital, investors need to carry out procedures for registration of adjustment of investment capital and registration of the time limit for contributing to the increased investment capital. This time limit shall be decided by the investor and registered in the dossier of adjustment of the investment registration certificate.

Above is the advice of Viet An Law Firm on the time limit for investment capital contribution. If you have any questions, please contact the Company directly for detailed advice and best support.