Tiếng Việt
中文Short answer: Shareholders must fully pay the subscribed shares within 90 days from the date of issuance of the Enterprise Registration Certificate (unless the charter or the share subscription agreement prescribes a shorter time limit). After the time limit, if payment is incomplete, the company must register a downward adjustment of charter capital to the amount of fully paid shares (Clauses 1 and 3, Article 113 of the Law on Enterprises 2020).
Legal basis
- Law on Enterprises 2020 (Article 113), as amended by Law No. 76/2025/QH15 (effective from 1 July 2025);
- Decree No. 52/2024/ND-CP on cashless payments.
Time limit and payment responsibility
- Time limit: 90 days from the date of issuance of the Enterprise Registration Certificate; where capital is contributed in assets, the time for import transportation and administrative procedures for ownership transfer is not counted toward this time limit;
- The BOD is responsible for supervising and urging shareholders to pay in full and on time.
Handling when shareholders do not pay in full
Under Clause 3, Article 113, after the 90-day time limit:
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If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
- A shareholder who has not paid automatically ceases to be a shareholder and may not transfer the right to purchase those shares;
- A shareholder who has partially paid: enjoys rights corresponding to the paid shares; may not transfer the right to purchase the unpaid shares;
- The unpaid shares are deemed unsold shares, which the BOD is entitled to sell;
- Within 30 days from the end of the payment time limit, the company must register the adjustment of charter capital to the par value of the fully paid shares and register changes to the founding shareholders (unless the unpaid shares have all been sold).
Impact on companies conducting payment intermediary services
Under Decree No. 52/2024/ND-CP, a payment intermediary service provider must maintain a minimum paid-in charter capital of VND 50 billion (e-wallets, collection/payment on behalf, e-payment gateways) or VND 300 billion (financial switching, electronic clearing) throughout its operations. If a shareholder’s failure to fully contribute capital leads to a downward adjustment of charter capital below this minimum level, the company no longer satisfies the conditions for continued operation and may have its License considered for revocation.
Frequently asked questions
May a shareholder contribute capital after 90 days?
After the 90-day time limit, the unpaid shares become unsold shares within the BOD’s right to sell; the former shareholder no longer has the right to make up the contribution on their own. To continue contributing, they must follow the company’s plan for offering the unsold shares.
To handle capital shortfalls in compliance and protect your company’s operating license, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
