Time Limit for Contributing Capital to a Single-Member LLC

How long is the time limit for contributing charter capital to a single-member limited liability company? If the deadline passes without full contribution, is there any penalty?

1. What is the charter capital of a single-member limited liability company?

Under Clause 1, Article 75 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/07/2025) as follows:

“1. The charter capital of a single-member limited liability company at enterprise establishment registration is the total value of assets committed to be contributed by the company owner and recorded in the company charter.”

Accordingly, the charter capital of a single-member limited liability company at enterprise establishment registration is the total value of assets committed to be contributed by the company owner and recorded in the company charter.

2. How long is the time limit for contributing capital to establish a single-member limited liability company?

Under Clause 2, Article 75 of the Law on Enterprises 2020, the time limit for capital contribution of a single-member limited liability company is as follows:

“2. The company owner must contribute to the company in full and in the correct type of assets committed at enterprise establishment registration within 90 days from the date of issuance of the Enterprise Registration Certificate, excluding the time for transporting and importing contributed assets and carrying out administrative procedures to transfer asset ownership. During this period, the company owner has rights and obligations corresponding to the committed contributed capital.”

Accordingly, the time limit for contributing capital to establish a single-member limited liability company is 90 days from the date of issuance of the Enterprise Registration Certificate.

3. Is there a penalty for failing to contribute sufficient capital within the prescribed time limit?

Clause 3, Article 75 of the Law on Enterprises 2020 provides on capital contribution for company establishment as follows:

“Where the charter capital is not fully contributed within the time limit in Clause 2 of this Article, the company owner must register a change in charter capital to the value of contributed capital within 30 days from the last date for full contribution of charter capital. In this case, the owner is liable corresponding to the committed contributed capital for the company’s financial obligations arising before the last date the company registers the change in charter capital under this Clause.”

Under the above provisions, if you do not fully contribute the charter capital within 90 days from the date of issuance of the Enterprise Registration Certificate, you must register a change in charter capital to the value of contributed capital within 30 days from the last date for full contribution of charter capital.

If, after the above time limit, you still fail to register the change in the company’s charter capital, you will be subject to administrative penalties, specifically under point a, Clause 3, Article 46 of Decree 122/2021/ND-CP as follows:

Update note: Decree 122/2021/ND-CP has been amended and supplemented by Decree 288/2026/ND-CP (effective from 21/07/2026). The specific fine levels below are quoted from Decree 122/2021/ND-CP; before applying, check the current provisions in Decree 288/2026/ND-CP to determine the fine levels in effect.

“[…] 3. A fine of VND 30,000,000 to VND 50,000,000 for one of the following acts:

a) Failing to carry out procedures to adjust capital or change members or founding shareholders as prescribed at the business registration authority after the end of the capital contribution period and the capital adjustment period because members or founding shareholders did not fully contribute capital and no member or founding shareholder fulfilled the capital contribution commitment;

b) Intentionally valuing contributed assets incorrectly.

[…] 5. Remedial measures:

a) Compelled change of contributing members, purchase of shares or contributed capital for violations in point b, Clause 2 of this Article;

b) Compelled capital adjustment procedures or change of members or founding shareholders for violations in point a, Clause 3 of this Article;

c) Compelled enterprise establishment registration for violations in point a, Clause 4 of this Article.”

However, under Clause 2, Article 4 of Decree 122/2021/ND-CP, the above fine level applies to organizations. For the same administrative violation, the fine for an individual is 1/2 (one half) of the fine for an organization.

Accordingly, if you fail to fully contribute capital within the prescribed time limit (90 days from the date of issuance of the Enterprise Registration Certificate) and then fail to register the change in charter capital within 30 days from the last date for full contribution of charter capital, you may be subject to administrative penalties at the fine levels above. In addition, you will be subject to the remedial measure of carrying out the charter capital adjustment registration procedure. Therefore, you should rely on the above provisions to contribute capital or register the change in the company’s charter capital within the prescribed time limits.

Late capital contribution not only leads to administrative fines but also affects the owner’s liability for the company’s debts. If you need advice on establishment procedures, capital contribution, charter capital adjustment or assessing related legal risks, please contact ANT Legal with ANT Legal’s enterprise lawyers.