Failure to contribute charter capital on time is a common legal issue many enterprises face. Delayed capital contribution can lead to administrative penalties and legal risks. This article by DNP Viet Nam Law Firm analyzes the main penalties for such violations and provides guidance on safe and lawful ways to handle them – helping businesses comply and minimize risks.
1. Main Penalties for Late Charter Capital Contribution
According to Decree 122/2021/NĐ-CP on administrative penalties in the field of planning and investment, enterprises must notify any change of charter capital within 10 days from the due date. Beyond this period, specific penalties apply depending on the delay duration. Below is a summary of the main penalty levels:
| Violation | Penalty | Legal Basis (Decree 122/2021/NĐ-CP) |
| Late notification of capital change (1–10 days) | Warning (reminder) | Clause 1, Article 49 |
| Late notification (11–30 days) | Fine from 3 to 5 million VND | Clause 2, Article 49 |
| Late notification (31–90 days) | Fine from 5 to 10 million VND | Clause 3, Article 49 |
| No notification after 90 days but before the end of capital contribution period | Fine from 10 to 20 million VND | Clause 4, Article 49 |
| Failure to register capital reduction after the due date | Fine from 20 to 30 million VND | Clause 5, Article 49 |
| Failure to register business establishment or charter capital adjustment as committed | Fine from 30 to 50 million VND; suspension of business | Point a, Clause 3, Article 46 |
2. Safe Solutions for Handling Late Capital Contribution
2.1. Promptly Reduce Charter Capital
When a company delays or fails to fully contribute its registered charter capital, the safest “remedial” action is to promptly adjust the charter capital to match the actual contributed amount. Reducing the capital to the contributed level ensures compliance with legal requirements and helps the enterprise avoid or minimize administrative penalties.
2.2. Steps to Implement Charter Capital Reduction
2.2.1. Determine the Actual Contributed Capital
The enterprise must accurately determine the total capital contributed by members or shareholders as of the deadline. The unpaid portion will be deducted from the registered charter capital.
2.2.2. Approve the Capital Reduction Resolution
- For multi-member limited liability companies: The Members’ Council passes a resolution to reduce the capital and defines new ownership ratios.
- For joint stock companies: The Board of Directors or the General Meeting of Shareholders approves the cancellation of unpaid shares. If, within 30 days after the 90-day contribution period, a new investor purchases the unpaid shares, capital reduction is not required.
- For single-member limited liability companies: The owner decides to reduce the capital to match the actual contributed amount.
2.2.3. Prepare the Required Documents
- Notification of changes in enterprise registration details.
- Resolution and meeting minutes on capital reduction.
- Updated list of members or shareholders after adjustment.
- Amended Charter (if applicable).
2.2.4. Submit the Application
The enterprise must submit the application to the Business Registration Office where its head office is located within 30 days from the expiration of the contribution period. Valid applications will be processed within three working days.
2.2.5. Publish the Information
After receiving the new Enterprise Registration Certificate, the company must publicly disclose the change in charter capital on the National Business Registration Portal within 30 days.
Failure to meet the charter capital contribution deadline may result in significant fines and a compulsory capital reduction to the actual contributed level. The safest approach is to proactively adjust the capital within the required timeframe to avoid penalties. DNP Viet Nam Law Firm recommends that enterprises strictly comply with the capital contribution regulations and promptly register any changes in charter capital. Doing so helps businesses prevent legal risks, enhance transparency, and strengthen their credibility in the market.
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