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The capital contribution clock starts ticking the moment you receive the Enterprise Registration Certificate (ERC – Giấy chứng nhận đăng ký doanh nghiệp). The charter capital contribution deadline for an FDI company is 90 days from the ERC issue date, and the capital must be transferred through the direct investment capital account (DICA). Many investors, busy opening accounts, applying for work permits and renting offices, notice the deadline only when it is too late. This article provides a tracking timeline, late-contribution scenarios and bookkeeping guidance, drawn from the FDI accounting practice of ACCA Consulting Vietnam.
1. When does the FDI capital contribution deadline start?
For a company established by a foreign investor, the starting point is the issue date of the Enterprise Registration Certificate (ERC), not the issue date of the Investment Registration Certificate (IRC – Giấy chứng nhận đăng ký đầu tư) or the date the account is opened. Within 90 days, the investor must contribute the full committed capital, transferred through the company's DICA.
Because the ERC is usually issued within 3 working days of obtaining the IRC with a valid application, the gap between the two certificates is very short. Investors should therefore arrange the funds and bank procedures as soon as they file the IRC application.
2. The 90-day timeline: what to do at each stage
- Day 0
Receive the ERC; put the contribution deadline in the accountant's and investor's calendars.
- Days 1–15
Make the company seal (if used), register a digital signature, open the DICA and a current account.
- Days 15–45
The investor transfers the first tranche through the DICA, with the transfer description clearly stating charter capital contribution.
- Days 45–75
Transfer the remaining capital; the accountant reconciles statements against the committed capital.
- Days 75–90
Close the contributed capital records, prepare a capital contribution confirmation and issue capital contribution certificates to members.
3. Late or partial contribution scenarios and their consequences
| Scenario | Possible consequence | How to handle |
|---|---|---|
| Full contribution, but after day 90 | Breach of the contribution deadline; may be penalized under current regulations | Review the file and seek advice before transferring further funds |
| Only part of the capital contributed | Charter capital must be adjusted to the amount actually contributed within the prescribed time | Amend the capital on the ERC and consider amending the IRC |
| Cash transferred into an ordinary current account | The bank and authorities may not recognize it as a valid capital contribution | Contact the bank to resolve it; do not record it as contributed capital yourself |
| Parent company pays expenses instead of contributing capital | Not treated as a charter capital contribution | Keep them separate: record a payable to the parent and contribute capital through the DICA |
Adjusting capital usually also requires an IRC amendment, so a shortfall is not just a bookkeeping issue but another round of administrative filings.
Impact on interest expense
If charter capital has not been fully contributed and the company borrows to cover the gap, under current regulations the interest expense corresponding to the unpaid capital may not be deductible for corporate income tax (CIT/TNDN) purposes. The impact varies from case to case; have your accountant calculate it before deciding to borrow.
Illustrative example of cumulative contributed capital; the VND 800 million shortfall must be handled under the capital adjustment rules.
View as table
| Day 30 | 1,500,000,000 VND |
| Day 60 | 3,500,000,000 VND |
| Day 90 (plan) | 5,000,000,000 VND |
| Day 90 (actual) | 4,200,000,000 VND |
4. How to track contributed capital in the books
The accountant should keep a detailed owner's equity ledger for each investor and track three figures in parallel: capital committed under the ERC, capital received through the DICA and capital still to be contributed. For contributions in foreign currency, record each receipt at the bank's actual exchange rate on the date received.
Illustrative example: an investor commits USD 200,000 and transfers it in two tranches of USD 120,000 and USD 80,000 on different dates. The accountant records each tranche at the bank's rate on the date received, so the total VND capital in the books may differ from the estimated conversion used in the license application. This difference should be explained in the notes to the financial statements and discussed early with the auditor to avoid it being mistaken for a shortfall.
- A capital tracking sheet with columns for investor, committed amount, transfer date, amount, exchange rate and cumulative total.
- DICA statements filed with the bookkeeping documents and kept for at least 10 years.
- Transfer descriptions that match the investor's name and the purpose of capital contribution.
- Capital contribution minutes/confirmation prepared on completion and signed by an authorized person.
- Reminders sent to the investor 30 days and 10 days before the deadline.
5. Three mistakes to avoid
- Counting from the IRC issue date or the account opening date, leading to the wrong 90-day deadline.
- Mixing capital contributions with funds to cover expenses in a single payment, so the capital in the books doesn't match the DICA statements.
- Not keeping the auditor informed of the contribution status, delaying the first-year audit report.
FAQ
What is the charter capital contribution deadline for an FDI company?
Capital must be fully contributed within 90 days of the ERC issue date and transferred through the company's direct investment capital account (DICA).
What should we do if capital is not fully contributed on time?
The company must register an adjustment of charter capital to the amount actually contributed within the prescribed time and consider amending the IRC. Seek advice before transferring further funds.
Does the parent company paying the office rent count as a capital contribution?
No. Capital must be transferred through the DICA for the correct purpose. Expenses paid by the parent company should be recorded as a payable or handled under a separate agreement.
Don't let the 90-day deadline slip by
ACCA Consulting Vietnam provides accounting services in Ho Chi Minh City for FDI companies: tracking contributed capital, the DICA, bookkeeping and tax from the day you receive the ERC. Call or Zalo +84 938 847 699.
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