VietnamVietnam: 90-day capital contribution deadline — late contribution consequences
In plain termsThe first failure is mixing two clocks. Charter capital and project investment capital may be related, but they are not the same legal deadline.
Start here — three doors
- Name the company form first. Multi-member LLC, single-member LLC, and JSC carry different contribution mechanics.
- Separate ERC and IRC clocks. Do not assume the full project capital must arrive within the charter-capital deadline.
- Prepare amendment path early. If contribution will miss the window, document and file before a compliance chain builds up.
What this page solves
- How to read the 90-day charter-capital deadline without overpaying or overpromising.
- How to keep IRC implementation schedule in sync with actual funding speed.
- How to decide between amendment, restructuring, or timeline reset before sanctions grow.
Deadline logic in one view
| Question | What controls it | Why it matters |
|---|---|---|
| When does charter capital become due? | ERC-side company law clock. | Missing it turns a setup timeline into a compliance problem. |
| When can the wider investment project fund on schedule? | IRC-side investment schedule. | Total investment capital can run on a different implementation logic. |
| When should you stop hoping and file a fix? | The moment the original contribution plan is no longer realistic. | Waiting too long compounds the legal and operational cleanup later. |
Common wrong movesThree patterns that turn a simple delay into a harder recovery.
- Reading the IRC timeline as if it automatically resets the ERC contribution clock.
- Assuming banking friction or offshore approvals create an automatic legal extension.
- Waiting until after the deadline to decide between amendment, capital reduction, or restructure.
Published gap: company-type fine detailWe refuse to invent a penalty matrix that is not yet filed here.
This page already distinguishes ERC and IRC clocks, but it does not yet publish a source-backed table of sanctions by each company type and failure path. Until those cells are filed, treat this as a decision page first, not a fake completeness page.
90-day execution walkthrough
| Window | What to lock | Failure if skipped |
|---|---|---|
| Day 0-15 after ERC | Capital route, banking path, internal approval calendar. | Early drift that later looks like “sudden” late contribution. |
| Day 16-45 | Proof of incoming contribution speed versus target schedule. | False confidence; no time left for a lawful adjustment path. |
| Day 46-75 | Amendment readiness if full contribution is no longer realistic. | Deadline breach becomes a compliance event, not a planning issue. |
| Day 76-90+ | Recovery decision: amend, restructure, or reset with documented sequence. | Compounded legal, tax, and operational cleanup. |
Company-form differences (execution lens)Same 90-day pressure, different governance friction.
- Single-member LLC: decision chain can be faster, but owner delay is fully concentrated.
- Multi-member LLC: contributions and approvals can drift if member timing is uneven.
- JSC: founding-shareholder coordination risk increases when multiple subscriptions are out of sync.
Related legal consequence pages
Common questions
Is the whole investment capital always due in 90 days?
No. The usual 90-day clock is tied to charter-capital contribution from ERC issuance. Total investment capital and project implementation schedule under the IRC can run on different timelines.
Does bank delay automatically extend the 90-day deadline?
Not by default. The company should treat transfer and internal approvals as preparation risk, not automatic legal extension.
What should be monitored together after incorporation?
ERC issue date, charter-capital due date, contributed/remaining amount, IRC investment schedule, and any amendment route if contribution cannot be completed on time.
What happens if charter capital is contributed late in Vietnam?
Late contribution should be treated as a legal-consequence event, not a bookkeeping delay. The practical response is to compare company form, contribution status, and amendment options before the non-compliance chain grows.