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Charter capital 90 days vs project capital on the IRC

In plain termsCharter capital is the amount in the ERC (Enterprise Registration Certificate) that members must contribute, usually within 90 days of issuance. Project capital is the investment amount and schedule on the IRC (Investment Registration Certificate). They are related. They are not one deadline.

Start here — three checks

  1. Write two dates: charter-capital due date from ERC, and the first IRC disbursement milestone
  2. Name which amount must actually hit DICA (direct investment capital account) inside 90 days
  3. If those two numbers differ, freeze the contribution plan before anyone wires the “full project” in week one — or wires nothing until year two

Decision map

SignalLock nowIf skipped
ERC charter capital is smaller than IRC total investmentContribute charter capital on the 90-day clock. Keep later project injections on the IRC schedule.Teams either over-fund too early or miss the charter amount while waiting for “project capital.”
Single-member LLC with one foreign ownerConfirm who signs the contribution proof and which bank path books it as charter capital.Owner cash in a current account never becomes recorded charter capital.
Multi-member company with staggered member contributionsMap each member’s amount and date against the 90-day company-law clock.One late member can put the company in breach even if others paid.
IRC implementation schedule runs years, not 90 daysKeep that schedule. Do not rewrite it as if enterprise law demanded the full project in 90 days.Unnecessary capital strain, or a false belief that IRC timing cancelled the ERC clock.
DICA not open yetTreat banking as a contribution risk, not an automatic extension of 90 days.The legal clock expires while the wire is “almost ready.”
Common wrong movesWhere people lose time on this exact question.
  • Reading the IRC investment schedule as a replacement for the ERC 90-day charter-capital rule.
  • Wiring the entire project amount in 90 days because “capital is capital.”
  • Waiting for every shareholder’s internal approval as if that paused Vietnamese company law.
If this fails, do this nextRecovery order — not a generic legal memo.
  • Split the two clocks on one sheet: ERC charter amount/date, IRC project amount/milestones.
  • If the charter amount cannot land in time, open late-contribution recovery before day 90.
  • If the bank is the blocker, run the DICA friction checks the same day.
Published gapWhat we do not invent on this page.

Enterprise-law 90-day contribution and IRC project schedules are separate. We do not publish a single ratio of “how much of IRC capital must equal charter capital.” Read both certificates as issued.

90-day deadline hubConsequence map if the charter clock is already slipping.Late-contribution recoveryWhat to file when 90 days will not be met.ERC-first 12-month windowWhen ERC and IRC do not even exist on the same day.

Common questions

Is all investment capital due within 90 days of opening a company in Vietnam?

No. The usual 90-day clock is charter capital from the ERC. Total project capital and the IRC implementation schedule can run longer. Mix them and you either overpay early or miss the legal contribution.

What is the difference between charter capital and project capital?

Charter capital is the committed equity in the company charter and ERC. Project capital is the investment size and phasing on the IRC. One is a company-law contribution duty. The other is a project-implementation plan.

Does a later IRC disbursement date extend the 90-day charter deadline?

Not by default. IRC timing does not rewrite the ERC contribution clock. If you cannot meet 90 days, you need an amendment or recovery path, not an IRC quote.