Overview
Notes on changing investment capital and contribution
Benefits of using services
Scope of VPL’s services
FAQ
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Changes to total investment capital or contributed capital in a project are common needs during a business’s operations. Failing to understand the legal regulations related to changing total investment capital and contributed capital may lead to risks such as multiple revisions of dossiers, administrative penalties, or difficulties in legally raising additional capital.

Van Phuc Loc Law Firm (VPL) provides a comprehensive legal service, assisting investors in completing procedures to change total investment capital or contributed capital in a project quickly, in full compliance with legal regulations, and with optimized costs. With a team of highly experienced investment lawyers, VPL is proud to be the trusted legal partner of hundreds of FDI enterprises operating in Vietnam.

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Notes on changing total investment capital and

capital contribution for a project

Financial capability documents

Under Decree 31/2021/ND-CP, when completing procedures to increase contributed capital for a project, investors must submit at least one of the following financial capability documents: the investor’s financial statements for the last 2 years, a financial support commitment from the parent company, a financial guarantee of the investor’s capability, or other documents proving the investor’s financial capacity.

However, based on practical experience, in some provinces, when increasing contributed capital for a project through additional capital injections by investors, they may need to provide a bank account balance confirmation to demonstrate that, at the time of dossier submission, they have sufficient financial capacity to contribute capital to the project. For foreign documents, investors must provide a certified Vietnamese translation of the consularly legalized copy of the document.

Adjustment of Enterprise Registration Certificate (if charter capital changes)

Changes in contributed capital for a project may affect the company’s charter capital. Therefore, the enterprise should review and complete the adjustment procedure for the Enterprise Registration Certificate within 10 days from the date the charter capital change.

Timely capital contribution

After receiving the adjusted Investment Registration Certificate, investors must contribute the full capital according to the registered schedule. If they fail to do so, administrative penalties may be imposed.

Check related conditions

If the project’s contributed capital is increased by converting loans into capital contribution, investors must ensure the loan complies with registration requirements and borrowing limits. For overdue short-term loans, the enterprise must register the loan with the State Bank before adjusting the Investment Registration Certificate.

Ability to liaise with inspection authorities

In the case of a reduction in capital contribution for project implementation due to failure to contribute capital according to the schedule or if there are signs of violations in the capital contribution, the investment management authority may refer the matter to the Department of Finance’s Inspectorate for clarification and to impose administrative penalties (if any).

Exchange rate

For capital contributions in foreign currency, it must be converted into VND at an exchange rate close to the actual rate on the adjustment date. VPL assists in researching and advising on the appropriate exchange rate to ensure approval and compliance with internal legal requirements.

Capital contribution registration

In some cases, foreign investors must register their capital contribution, followed by adjusting the Enterprise Registration Certificate, and then the Investment Registration Certificate. Enterprises should review cases that require capital contribution registration under the 2020 Investment Law.

Benefits of using VPL’s services

Time and effort savings

Businesses do not need to research legal regulations themselves, prepare complex dossiers, or carry out time-consuming administrative procedures. VPL assists clients in completing the entire process quickly and accurately.

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Legal assurance

With a team of experienced lawyers and specialists, VPL ensures that capital change procedures are carried out in full compliance with legal regulations, minimizing legal risks for the business.

Comprehensive support

VPL not only handles administrative procedures on behalf of clients but also provides legal advice related to capital changes, helping businesses make informed decisions.

Long-term partnershi

VPL not only completes the legal procedures but also serves as a trusted partner, supporting businesses at every step, ensuring legal safety and fostering sustainable growth in line with our motto: “Legal safety – Peace of mind for development.”

Absolute confidentiality

At VPL, we apply strict internal control procedures, fully committing to protecting all client dossier information.

Scope of VPL’s services

When using VPL’s services to change total investment capital and capital contributed for project implementation, clients are fully supported in the following matters:

Legal advisory: Clients will receive advice from VPL’s team of experienced lawyers on legal regulations related to adjusting the Enterprise Registration Certificate, Investment Registration Certificate, and effective capital change plans.

Guidance on preparing necessary dossiers: VPL guides clients in preparing required documents, including investors’ legal documents and financial capability evidence to ensure approval, helping businesses save time and avoid repeated revisions.

Support for the entire Investment Registration Certificate adjustment process: VPL handles the full procedure, including dossier preparation, authorized submission, receipt of results, and communication/explanation with authorities, specifically for changes to total investment capital and capital contribution for project implementation. This procedure is conducted at the Department of Finance or the Management Board of Export Processing and Industrial Zones / Industrial Parks / Economic Zones, etc.

Support for the entire Enterprise Registration Certificate adjustment process: VPL handles the full procedure, including dossier preparation, authorized submission, receipt of results, and communication/explanation with authorities, specifically for changes to charter capital. This procedure is conducted at the Business Registration Office, Department of Finance where the company is headquartered.

Support in dealing with Inspection Authorities: VPL assists in explanations, participates in meetings with the Department of Finance’s Inspection division, and guides clients in preparing necessary documents (if any).

Support in investment project reporting: In cases where investors have not submitted investment project reports as required by law, VPL assists in full reporting as requested by the Investment Management Authority (if applicable).

Frequently asked questions

Pursuant to Clause 2, Article 47 and Clause 1, Article 44 of Decree 31/2021/ND-CP, the dossier for increasing investment capital for a project includes:

  • A written request for adjustment of the investment project
  • A report on actual implementation of the investment project by the time of adjustment
  • The investor’s decision on adjustment of the investment project
  • A photocopy of the latest annual financial statement with the seal affixed on the first page (for foreign-invested enterprises, the financial statement must be audited)
  • Certified copy of the latest Enterprise Registration Certificate
  • Certified copy of the latest Investment Registration Certificate
  • Supporting documents: Explanation and related documents regarding the change of capital contribution for project implementation, such as:

+ For capital increase due to additional contribution from the investor: Most recent 2-year financial statements of the investor, parent company’s financial support commitment, investor’s financial capability guarantee, or other documents proving financial capability. In some provinces, investors are required to submit bank account balance confirmations to demonstrate sufficient financial capability at the time of submission.

+ For capital contribution from loan conversion: Loan agreements, loan appendices, confirmation from the State Bank regarding loan registration, etc.

+ For capital reduction in project implementation: Bank confirmation of capital contribution or account statement, documents proving the contributed capital.

+ Legal documents of new investors (if any new investor contributes capital to the project): Citizen Identification Card/ passport (for individual investors), business license / Enterprise Registration Certificate and Citizen Identification Card/ passport of the investor’s legal representative (for corporate investors).

Note: Depending on the case, supporting documents may vary. The above list provides reference examples. In specific cases, VPL will provide detailed advice and guide clients in preparing all necessary documents.

The bank where the investor holds the foreign direct investment account may require the investor to have the adjusted Investment Registration Certificate before receiving the additional capital contribution. Typically, the investor needs to adjust the capital contribution for the project in the Investment Registration Certificate. After receiving the Investment Registration Certificate reflecting the increased capital contribution, the investor proceeds with the capital injection. Within 10 days from the date of capital contribution, the enterprise adjusts its charter capital on the Enterprise Registration Certificate.

Investors can adjust multiple contents in the Investment Registration Certificate in a single submission, such as the project name, objectives, scale, project location, total investment capital, and capital contribution for project implementation, etc.

The enterprise must submit documents proving its financial capacity so that the investment management authority can evaluate the investor’s ability to fulfill the registered adjustment, specifically the increase in capital contribution for project implementation.

In the case of an increase in total investment capital due to additional capital contributions for project implementation, the enterprise must complete the procedure to increase its charter capital on the Enterprise Registration Certificate at the Business Registration Office, Department of Finance.

In the case of an increase in total investment capital through capital mobilization, the client is not required to adjust the Enterprise Registration Certificate.

Pursuant to Point b, Clause 2, Article 17 of Decree 122/2021/ND-CP, failure to carry out the procedure to adjust the Investment Registration Certificate when a project adjustment changes the content of the Investment Registration Certificate may be subject to a fine ranging from VND 70,000,000 to VND 100,000,000.

Typically, the procedure for adjusting investment capital and capital contribution for project implementation takes 25–30 working days. However, in some cases where working sessions or explanations with inspection authorities are required, the timeframe may be longer. VPL will provide detailed advice based on the specific circumstances of each enterprise.

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If you are in need of a reputable legal consultancy unit, effective and dedicated companion in every legal issue, do not hesitate to contact VPL today!

 

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