How Much Charter Capital Is Needed to Qualify for VAT Refund in Vietnam?

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How much charter capital must be contributed to qualify for value-added tax refund? May a company contribute charter capital in cash?

1. What is VAT? What is charter capital?

Article 2 of the Law on Value-Added Tax 2024 (No. 48/2024/QH15) defines VAT as follows:

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“Value-added tax is a tax calculated on the added value of goods and services arising in the process from production and circulation to consumption.”

Besides the name value-added tax, it is also commonly called VAT.

Clause 34, Article 4 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective 01/7/2025) defines charter capital as follows:

“Article 4. Interpretation of terms

In this Law, the following terms are understood as follows:

…

34. Charter capital is the total value of assets contributed or committed to be contributed by the members or the owner of the company upon establishment of a limited liability company or a partnership; it is the total par value of shares sold or registered for purchase upon establishment of a joint-stock company.”

2. How much charter capital must be contributed to qualify for VAT refund?

First, point b, clause 2, Article 15 of the Law on Value-Added Tax 2024 (No. 48/2024/QH15) and point a, clause 3, Article 30 of Decree 181/2025/ND-CP guiding implementation of the Law on Value-Added Tax 2024 provide as follows:

Accordingly, an investment project of a business establishment that has not fully contributed the registered charter capital as prescribed by law as of the time of filing the VAT refund dossier is not eligible for tax refund; the uncredited VAT amount is carried forward to the next period.

Accordingly, you may open the Enterprise Registration Certificate to see how much charter capital the company has. Based on that, you contribute capital so as to qualify for VAT refund, without needing to rely on the project’s implemented capital.

3. May a company contribute charter capital in cash?

Article 3 of Circular 09/2015/TT-BTC guiding financial transactions of enterprises provides on payment methods in capital contribution transactions as follows:

“Article 3. Payment methods in capital contribution transactions and purchase, sale, and transfer of capital contributions to other enterprises

1. Enterprises shall not use cash (banknotes and coins issued by the State Bank) to pay when conducting capital contribution transactions and purchase, sale, and transfer of capital contributions to other enterprises.

2. When conducting capital contribution transactions and purchase, sale, and transfer of capital contributions to other enterprises, enterprises use the following methods:

a) Payment by check;

b) Payment by payment order — bank transfer;

c) Other appropriate non-cash payment methods as prescribed by current regulations.

3. Where enterprises conduct capital contribution transactions and purchase, sale, and transfer of capital contributions to other enterprises with assets (not cash), they shall comply with enterprise laws.”

Accordingly, if an enterprise contributes capital to establish another enterprise, it must contribute through the above methods and may not contribute in cash. If an individual contributes capital to establish a company, cash contribution is entirely possible, with the capital recipient issuing a cash receipt.

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