Late charter-capital contribution: recovery options

In plain termsIf charter capital will miss the 90-day clock on the ERC (Enterprise Registration Certificate), treat it as a legal event. Recovery is amendment, restructure, or documented reset — not a quiet late wire.

Start here — three checks

Measure the gap: how many days remain, how much is unpaid, which member is late
Choose one recovery branch this week: amend amount/time where lawful, change members, or prepare a harder reset
Stop informal “we will transfer next month” emails as if they were a filing

Decision map

Signal	Lock now	If skipped
Deadline has not yet passed; shortfall is now certain	File the amendment path while the company is still inside the original window.	You convert a planning problem into a post-breach cleanup.
One member cannot pay; others can	Document member change or capital reallocation before the company-wide clock expires.	The solvent members still sit in a non-compliant company.
Banking or DICA blocked the transfer	Record the bank blocker and run DICA/IRC fixes in parallel with the company-law filing.	Recovery memos blame the bank but never change the charter file.
Capital already arrived late, after day 90	Do not relabel the late credit as on-time. Build a post-breach file: dates, amounts, amendment status.	Books, ERC, and bank statements tell three different stories in the next inspection.
Company form is JSC or multi-member LLC	Check governance steps (resolutions, notices) required for the chosen recovery branch.	A draft amendment with no valid internal approval is not a filing.

Common wrong movesWhere people lose time on this exact question.

Wiring late and hoping the registrar never compares dates.
Reducing charter capital in conversation without changing the registered file.
Waiting for a bank apology letter as if it extended Vietnamese company law.

If this fails, do this nextRecovery order — not a generic legal memo.

Freeze further marketing of “fully paid-up capital” until the register and bank proof match.
Pick one recovery branch and collect the internal resolutions it actually needs.
If inbound funds still cannot use DICA, fix bank/IRC/currency before the next attempted contribution.

Published gapWhat we do not invent on this page.

We do not publish a penalty matrix by company type and days-late. Until those cells are filed, use this page to choose a recovery branch, not to guess a fine.

90-day deadline hubHow the clock starts and why bank delay is not an extension.Charter vs project capitalConfirm you are recovering the right amount, not the IRC total.Investor setup evidence packDocuments you will need for any amendment trail.

Common questions

What can I do if charter capital will be late in Vietnam?

Act before day 90 if you still can: amend, reallocate members, or document why the original amount cannot be met. After day 90, treat the late credit as a breach file, not a delayed bookkeeping entry.

Does a late DICA transfer automatically fix a missed 90-day deadline?

No. Money arriving late does not rewrite the ERC clock. You still need a coherent register, bank proof, and, where required, an amendment trail.

Should I reduce charter capital instead of paying late?

Only if that is a real legal and commercial choice, then file it. An unfiled “we will just register less” is not recovery.