Minimum Capital to Register an Enterprise in Vietnam?

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Short answer: The law does not prescribe a general minimum capital for registering an enterprise — charter capital is self-declared by the enterprise, commensurate with its scale and business sector. Exception: certain conditional business lines require statutory capital (a legally prescribed minimum), such as banking, insurance, real estate business… — the enterprise must meet that level to be licensed. Declared charter capital must be fully contributed within 90 days. Legal basis: the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) and specialized laws.

Legal basis

  • Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — charter capital is self-declared by the enterprise; 90-day contribution deadline;
  • Specialized laws prescribing statutory capital for conditional business lines (finance–banking, insurance, securities, real estate business…).

No general minimum capital

Contrary to popular belief, current enterprise law does not require a minimum capital amount when establishing an LLC or a joint stock company. An enterprise may register charter capital of VND 100 million, VND 1 billion or VND 100 billion — depending on its capacity and business plan. Charter capital is the asset liability commitment of owners/members/shareholders toward the company and third parties.

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Business lines requiring statutory capital

Some specialized sectors require a minimum capital level (statutory capital) to be licensed, for example:

  • Finance–banking, insurance, securities: high statutory capital levels under specialized laws;
  • Real estate business: capital conditions under the Law on Real Estate Business 2023;
  • Employment services, overseas labor dispatch, education, healthcare… with capital levels prescribed by each sector’s specialized regulations.

The specific statutory capital level for each business line must be checked against the specialized legal texts in force at the time of establishment — you should contact a lawyer to determine the exact level for your sector.

How much charter capital should be declared?

  • Sufficient credibility: charter capital is the basis for partners and banks to assess financial capacity; declaring too little may be disadvantageous in bidding or borrowing;
  • Within actual contribution capacity: it must be fully contributed within 90 days; declaring too high without full contribution requires a reduction adjustment and liability for the committed capital;
  • Fit for the business line: meet statutory capital if operating in conditional business lines;
  • Consider fees and taxes: some financial obligations are tied to the charter capital level (note: the business license tax has been abolished since 01/01/2026).

What if capital is not fully contributed within 90 days?

  • Members/shareholders who have not contributed or not fully contributed must register a charter capital adjustment to the value of the actually contributed capital;
  • Bear liability corresponding to the committed capital portion for the company’s financial obligations arising during the under-contribution period;
  • May be subject to administrative penalties in the planning and investment sector.

Frequently asked questions

With charter capital of VND 1 billion, must I prove I have VND 1 billion in the account?

There is no “capital proof” procedure when registering establishment (except business lines requiring statutory capital, which need bank confirmation). However, capital must be actually contributed within 90 days and reflected in the accounting books.

Can charter capital be increased after establishment?

Yes. A company may increase its charter capital at any time by admitting new members/shareholders or increasing contributions of existing members, then registering the change with the Business Registration Office.

What is the difference between charter capital and statutory capital?

Charter capital is the capital self-declared by the enterprise; statutory capital is the minimum capital level mandatorily prescribed by specialized laws for certain business lines. An enterprise operating in a sector with statutory capital may not declare charter capital below the statutory capital level.

Notes on applying current legal provisions

Statutory capital levels for each sector are scattered across specialized legal texts and may change; applying old figures (e.g., from previous articles or documents) can lead to dossier rejection or unlicensed operation. Contact ANT Legal’s lawyers at 0966.475.966 to verify the capital level applicable to your sector.

Common risks to note

  • Declaring charter capital below the statutory capital of a conditional business line;
  • Declaring excessively high capital and failing to contribute fully within 90 days;
  • Failing to adjust charter capital after the contribution deadline expires;
  • Applying outdated statutory capital levels.

How can ANT Legal help?

ANT Legal advises on appropriate charter capital and statutory capital levels for each sector; prepares establishment and capital-change dossiers; and reviews capital contribution obligations. For quick advice, please contact our lawyers at 0966.475.966.

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