Legal regulations on investment capital registration

Investment capital registration is an important initial step in the implementation of an investment project. It not only reflects the investor’s financial capacity but also serves as the legal basis for competent State authorities to review, manage, and grant operational approvals in accordance with current regulations.

I. Current situation related to investment capital registration

In the context of Vietnam’s investment environment being increasingly improved toward transparency and international integration, investment capital registration has become one of the core components in the process of establishing and implementing investment projects. However, in practice, such an activity still presents many shortcomings, directly affecting the effectiveness of state management as well as the rights and interests of investors.

First of all, one of the most common issues is that investors declare investment capital that does not accurately reflect reality. Many enterprises register very large amounts of capital to enhance credibility or to satisfy project access conditions, but later fail to contribute the full amount or delay capital contribution as committed. It leads to the situation of “virtual capital”, causing difficulties for management authorities in assessing the actual financial capacity of the project.

In addition, many investors fail to clearly distinguish between contributed capital and mobilized capital, resulting in incorrect registration of the true nature of capital sources. It is particularly common in projects involving loans or business cooperation arrangements, creating legal risks during project implementation, especially when competent authorities conduct inspections and audits.

Another notable issue is the delay in implementing procedures for adjusting investment capital registration when there are changes in project scale or capital structure. Many enterprises have increased or decreased capital in practice but fail to amend the Investment Registration Certificate as required by law, leading to the risk of administrative sanctions.

Moreover, insufficient legal understanding or failure to promptly update new regulations also causes many investors, especially foreign investors, to have difficulties during the capital registration process. Certain regulations relating to capital contribution ratios, contribution schedules, or market access conditions remain complex and require in-depth legal consultation.

From the above analysis, it can be seen that the current situation of investment capital registration in Vietnam still contains many limitations from both investors and the management mechanism. Therefore, improving legal regulations and enhancing enterprises’ compliance awareness are urgent requirements to ensure transparency, efficiency, and sustainability in investment activities.

II. Concept of investment capital registration

1. What is investment capital registration?

Investment capital registration refers to the investor’s declaration and recording of the total amount of capital expected to be used for the implementation of an investment project in the application dossier for the issuance of an Investment Registration Certificate or other related legal documents. It serves as the basis for competent State authorities to consider licensing and also as the basis for monitoring and supervising the capital contribution and project implementation process.

In other words, investment capital registration represents the investor’s financial commitment to the project, associated with the obligation to contribute sufficient capital on schedule in accordance with legal regulations.

2. What types of capital are included in registered investment capital?

Registered investment capital generally includes two main groups:

• Investor’s contributed capital (equity capital): It is the portion of capital contributed directly by the investor to the project, which may be in cash, assets, property rights, or other lawful forms.
• Mobilized capital: It is the portion of capital mobilized from external sources such as bank loans, bond issuance, business cooperation arrangements, or other lawful capital mobilization methods.

Clearly distinguishing between these two types of capital is important in determining financial obligations, legal responsibilities, and the practical feasibility of project implementation.

3. When is an investor required to implement investment capital registration?

Investors are required to implement investment capital registration mainly in the following cases:

• When applying for the issuance of an Investment Registration Certificate for projects subject to mandatory registration;
• When adjusting an investment project involving changes to the total investment capital or capital structure;
• When establishing a foreign-invested economic organization, in which investment capital information is a mandatory declaration item;
• When implementing projects in sectors subject to financial capacity conditions requiring proof of investment capital.

Accordingly, investment capital registration arises not only at the initial stage but throughout the entire lifecycle of the project whenever there are changes related to financial factors.

III. Legal provisions related to investment capital registration

1. How does the law regulate investment capital registration under the latest Law on Investment?

Pursuant to Clause 1, Article 29 of Decree No. 96/2026/ND-CP, the registered capital for the implementation of an investment project is determined based on:

• The investor’s contributed capital in the form of cash, machinery, equipment, intellectual property rights, technology, technical know-how, land use rights value, and other assets in accordance with civil law and international investment treaties;
• Mobilized capital for the implementation of the investment project;
• Retained earnings of the investor for reinvestment (if any).

At the same time, under Clause 1, Article 39 of Decree No. 96/2026/ND-CP, the investor must submit one set of application documents for the issuance of an Investment Registration Certificate, in which the investment project proposal must include investment capital information.

Thus, investment capital is one of the mandatory contents required in the application dossier for the issuance of an Investment Registration Certificate (IRC).

2. In which cases is investment capital registration mandatory?

Projects required to implement procedures for the issuance of an Investment Registration Certificate are stipulated in Clause 1, Article 26 of the Law on Investment 2025, including:

• Investment projects of foreign investors;
• Investment projects of economic organizations as prescribed in Clause 1, Article 20 of this Law.

At the same time, under Clause 2, Article 26 of the Law on Investment, projects not required to implement procedures for the issuance of an Investment Registration Certificate include:

• Investment projects of domestic investors;
• Investment in the form of capital contribution, share purchase, or capital contribution acquisition in economic organizations;
• Investment projects of economic organizations as prescribed in Clause 2, Article 20 of this Law.

Accordingly, investment capital registration is a mandatory obligation for projects subject to the issuance of an Investment Registration Certificate because investment capital information is an indispensable component of the Investment Registration Certificate application dossier. In other words, where an investor is required to apply for an Investment Registration Certificate, such investor must simultaneously carry out investment capital registration (including total capital, capital structure, and capital contribution schedule).

3. Procedures and process for investment capital registration

Pursuant to Article 39 of Decree No. 96/2026/ND-CP, for investment projects that are not subject to investment policy approval, the procedures and process for investment capital registration are as follows:

• The investor shall submit one set of documents for the issuance application of an Investment Registration Certificate, including the contents prescribed in Clause 1, Article 32 of this Decree, to the Investment Registration Authority. In cases where the investment project is implemented in two or more provincial-level administrative units, the investor shall submit the dossier to the Department of Finance of one province or centrally governed city where the investor implements the project, establishes, or intends to establish the executive office in order to apply for the Investment Registration Certificate for the project.
• For investment projects that have already commenced operations, the investor shall submit the dossier in accordance with Clause 1 of this Article, in which the investment project proposal shall be replaced by a report on the implementation status of the investment project from the commencement date to the date of application for the Investment Registration Certificate.
• The investment registration authority shall seek opinions from relevant local State management authorities (if any) and shall issue the Investment Registration Certificate to the investor within 10 working days from the date of receipt of a valid dossier, provided that the project satisfies all required conditions.

It can be seen that the procedures and process for investment capital registration under the new regulations have been stipulated specifically, ensuring strict and effective compliance, particularly through linking capital registration obligations with post-inspection mechanisms. It not only facilitates investors in implementing procedures but also enhances the effectiveness of State management over investment activities. 

4. Legal consequences if the investor fails to register investment capital

Failure to implement or improper compliance with regulations on investment capital registration may lead to many serious legal consequences, including:

• Administrative fines in accordance with regulations on sanctions in the sectors of planning and investment, with fines depending on the nature and severity of the violation;
• Compulsory amendment or revocation of the Investment Registration Certificate if the violation is serious or prolonged;
• Lack of legal recognition of the contributed capital portion or related transactions, thereby creating risks in civil and commercial relationships;
• Negative impact on reputation and capital mobilization capacity, especially for foreign investors or large-scale projects;
• In certain serious cases, where there are signs of fraudulent conduct for the purpose of misappropriating assets or seeking illicit gains, criminal liability may be imposed under the Criminal Code 2015.

Accordingly, compliance with regulations on investment capital registration is not only a mandatory legal obligation but also a main factor in ensuring the safety and sustainability of investment activities.

IV. Questions related to investment capital registration

1. Is there any sanction for failing to contribute sufficient investment capital according to the registered schedule?

If capital is not fully contributed within the prescribed period, the investor must implement registration for adjustment of the charter capital to match the amount of capital actually contributed within 30 days from the last date by which full capital contribution was required.

If such adjustment is not made, under Clauses 3 and 5, Article 46 of Decree No. 122/2021/ND-CP, an administrative fine ranging from 30,000,000 VND to 50,000,000 VND may be imposed.

2. Is it possible to extend the investment capital contribution period?

The parties may extend the capital contribution period; however, such extension is not automatic, and the investor must implement procedures to amend the Investment Registration Certificate.

Specifically, the investor must:

• Provide explanations for the delay in capital contribution (for example: financial difficulties, market fluctuations, etc.);
• Propose a new capital contribution schedule;
• Submit the project adjustment dossier in accordance with regulations.

The investment registration authority will consider the request based on the reasonableness and feasibility of the proposal. If approved, the capital contribution schedule will be lawfully adjusted.

3. When increasing investment capital, must the investor amend the Investment Registration Certificate?

Pursuant to Clause 2, Article 56 of Decree No. 96/2026/ND-CP, an increase in investment capital changes one of the fundamental contents of the project (total investment capital and/or capital source structure); thus, the investor is required to implement procedures for amending the Investment Registration Certificate.

4. Is it possible to reduce investment capital during the project implementation process?

However, certain conditions must be satisfied, including:

• It must not affect the project’s objectives, scale, or fundamental implementation schedule;
• All related financial obligations must have been fully fulfilled;
• It must not fall into cases where adjustment is restricted under specialized legal regulations.

The investor must complete procedures for amending the Investment Registration Certificate and obtain approval from the competent authority before actually implementing the capital reduction.

5. How are contributed capital or outstanding portions handled when an investment project is terminated?

When an investment project is terminated, the handling of investment capital depends on the actual status of capital contribution:

• For the outstanding portion: The investor is no longer obligated to continue contributing capital; however, liability may still be considered if the failure to contribute capital is the reason leading to the project’s termination.
• For the contributed portion: It shall be handled through liquidation of the project’s assets; after all financial obligations (taxes, debts, etc.) have been fulfilled, the remaining amount shall be refunded to the investor in proportion to the contributed capital. In cases involving foreign elements, the remittance of capital abroad must comply with foreign exchange control regulations.

The handling of capital upon project termination must be carried out in accordance with proper procedures in order to avoid disputes or legal violations.

V. Why you should seek legal advice from NPLaw regarding investment capital registration issues

In the context where investment regulations are becoming increasingly complex and frequently changing, seeking assistance from a specialized legal advisory firm is an effective solution to ensure legal safety for enterprises. NPLaw is one of the reputable firms providing legal advisory services related to investment capital registration.

The above information is for reference purposes only. If you require detailed advice regarding your specific case, please contact NPLaw for immediate legal consultation.