Reviewed: 28 July 2026
“How much capital is required?” and “Which licence do we need?” are connected questions for a foreign-invested company in Vietnam. The authority and the investor need a credible link between the registered activities, planned expenditure, project timetable and funding. A capital figure copied from another company can therefore create problems even when no single statutory minimum applies to the proposed activity.
Charter capital is not the whole investment budget
| Term | Practical meaning | Control question |
|---|---|---|
| Charter capital | Capital committed by owners/members/shareholders and recorded in enterprise documents | Can investors contribute the amount, in the agreed form, within the applicable period? |
| Total investment capital | Funding planned for the registered investment project | Does it cover setup, assets, working capital and project timing? |
| Mobilised/borrowed capital | Other funding supporting the project, subject to financing and foreign-loan rules | Is the source realistic and are registrations or conditions understood? |
The amounts may differ. A project funded by both equity and debt can have total investment capital above charter capital. They must nevertheless form a coherent plan, and actual remittances need to follow the approved structure and banking route.
Is there a minimum charter capital?
No universal minimum applies to every company. Some regulated sectors have legal-capital, deposit, financial-capacity or prudential requirements. For other activities, authorities and banks may assess whether the proposed capital is reasonable for rent, equipment, hiring, inventory, licence costs and the period before positive cash flow.
A very low amount can appear inconsistent with an ambitious project; an unnecessarily high commitment can create funding and amendment pressure. Capital should be supported by a simple operating model, not selected only to appear strong.
A practical method for sizing capital
- Map launch costs: incorporation, premises, deposits, fit-out, equipment, systems and licences.
- Build a monthly runway: payroll, insurance, tax administration, rent, services, marketing and working capital.
- Add timing risk: allow for licensing, bank onboarding, customer payment terms and slower recruitment.
- Separate equity and debt: identify what owners will contribute and what funding may be borrowed.
- Check sector rules: confirm statutory capital, deposits or minimum financial capacity where applicable.
- Stress-test the plan: model delayed revenue, cost overruns and any restriction on changing the project.
Document the assumptions used. The number in an application is more defensible when it can be reconciled to a budget and implementation schedule.
Contribution timing and evidence
For common limited liability company structures, committed charter capital is generally contributed within 90 days from the ERC date, subject to statutory treatment of time needed to transport, import or transfer ownership of contributed assets. The investment-project schedule on the IRC also matters. Do not assume that an internal group transfer can be made through any convenient account.
Before remittance, align the investor name, currency, payment reference, investment-capital account and supporting documents. Retain bank evidence and update the accounting and ownership records. If the committed contribution cannot be completed, review amendment obligations promptly rather than waiting until a later audit or transaction.
Four layers of licence review
| Layer | Main question | Example output |
|---|---|---|
| 1. Market access | May a foreign investor conduct the activity, and under what ownership or partner condition? | Ownership and treaty analysis |
| 2. Investment/business condition | Is the activity on the current conditional-business list? | Capital, personnel, facility or certificate requirements |
| 3. Post-registration licence | Is a separate permit, business licence, sub-licence or notification required before launch? | Authority, dossier and lead-time plan |
| 4. Operating condition | Must conditions be maintained after the permit is issued? | Renewal, reporting, qualified staff and inspection calendar |
Investment Law No. 143/2025/QH15 took effect on 1 March 2026. Resolution 66.17/2026/NQ-CP applies from 1 July 2026 through 28 February 2027 and temporarily reduces the conditional-business list from 198 to 142 sectors. Removal from that list does not automatically erase all technical standards, market-access restrictions or sector controls, so the actual activity still needs current review.
Activities that often need closer analysis
- Trading, retail distribution, e-commerce and import/export-linked activities
- Education, healthcare, travel, logistics and transport
- Recruitment, labour-related services and other licensed professional services
- Telecommunications, social networks, data-intensive or cybersecurity-related services
- Manufacturing involving land use, construction, environment or fire-safety approvals
- Fintech, payments, insurance, securities and other regulated financial activity
This list is illustrative, not a licence conclusion. The same marketing description can contain several legally distinct activities.
Common planning errors
- Registering a broad list of business lines without explaining the immediate project.
- Signing a long lease before confirming the address is usable for the activity.
- Budgeting only professional incorporation fees and excluding operating runway.
- Assuming an IRC/ERC alone permits a conditional activity to start.
- Missing the contribution schedule or using a remittance route inconsistent with the approved investment.
- Changing the revenue model after filing without rechecking licences and capital.
Decision checklist before filing
- Each revenue stream is mapped to a registered activity and responsible entity.
- Foreign ownership and partner requirements are documented.
- Capital is reconciled to a 12–18 month operating plan or another reasoned period.
- Location documents and permitted use are checked.
- Pre-launch licences and continuing conditions have owners and dates.
- Banking, capital contribution and amendment scenarios are understood.
Frequently asked questions
Can charter capital be changed later?
Changes may be possible but can require enterprise, investment, tax, banking and other updates. It is better to set a credible initial figure and understand the amendment path before filing.
Does a higher charter capital guarantee approval?
No. Capital must align with the activity, investor capacity, project economics, location and legal conditions. A high number does not cure a restricted or poorly defined activity.
Can operations start immediately after the ERC?
Not always. Tax, banking, capital, labour and any sector-specific permission must be ready. The launch checklist should identify which activities may begin at each milestone.
Official references
- Resolution 66.17/2026/NQ-CP on conditional business sectors
- Enterprise Law No. 59/2020/QH14
- Invest Vietnam: conditional investment and business sectors
- JETRO: foreign-company establishment procedures and documents
