When establishing an investment project, the investor shall decide on the total project investment capital, contributed capital and loan capital to be suitable with the project’s operation. The total invested capital of the project may be equal to the actual contributed capital (charter capital) to the economic organization or include the contributed capital and loan capital. When replacing the total investment capital without leading to changes in contributed capital, the investor only needs to carry out the procedures for adjusting the total invested capital on the investment license. According to the current law, the Law of Chengdu would like to introduce the article: Adjustment of investment capital, progress of capital contribution and extension of capital contribution progress.


– Law on Investment 2014

– Decree No. 118/2015/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;

– Circular 16/2015/TT-BKHDT prescribing the forms for implementing investment procedures and reporting investment activities in Vietnam.


Procedures for adjustment of invested capital and progress of capital contribution of investors are carried out as follows:

Step 1: Increase/decrease the invested capital (contributed capital) on the business registration certificate

Step 2: Increase/decrease invested capital (total invested capital/contributed capital/loan capital), progress of capital contribution on the certificate of investment registration

2.1. Procedures for adjusting investment capital

Application for adjustment of invested capital (contributed capital) on enterprise registration

(1) Notice of changes to the business registration information;

(2) Minutes of the enterprise’s Board of Directors/Board of Directors/General Meeting of Shareholders on the change;

(3) Decision of the Owner/Board of Members/General Meeting of Shareholders/Board of Directors on the change;

(4) List of members/founding shareholders of the company/home shareholders being foreign investors/authorized representatives of members, shareholders being organizations;

(5) Documents certifying the capital contribution of the new member/new owner/new shareholder of the company;

Investment capital adjustment (total invested capital/contributed capital/loan), capital contribution progress on investment license

(1) A written request for adjustment of the Investment Registration Certificate;

(2) Report on the implementation of the investment project up to the time of request for investment project adjustment;

(3) Decision on adjustment of the investor’s investment project;

(4) Authenticated copy of Investment registration certificate (01 copy)

(5) Original Investment Registration Certificate (all originals are returned to the Investment Registration Office when getting results).

(6) Certificate of tax registration (For projects that have not yet been granted with an Investment Registration Certificate and Enterprise Registration Certificate);

(7) Authenticated copy of Business registration certificate (01 copy);

(8) Investment report (Submit online on dautunuocngoai.gov.vn);

(9) Documents confirming full capital contribution up to the time of adjustment: Authenticated copy of audited financial statements closest to the time of adjustment or bank confirmation that the investor has fully contributed capital.

(10) Confirmation of individual/organization’s bank balance/Capital contribution commitment of the Parent Company/Other financial documents.

2.2. Procedures for extending capital contribution progress

Step 1: Submit proposal for rescheduling of capital contribution to the investment registration authority

Step 2: Within 15 days from the date of receipt of the proposal, the Investment Registration Office gives its written opinion on the rescheduling of the investment.

Results of implementation: Document on rescheduling investment

Note: The total investment schedule extension time does not exceed 24 months. In case of force majeure vbaats, the time for overcoming the consequences of force majeure is not included in the extension of investment progress

Profile of capital contribution rescheduling

– The proposal for progress extension includes the following contents:

+ The operation of the investment project and the fulfillment of financial obligations to the State from the time it is granted the Investment Registration Certificate or the decision on investment policy to the time of rescheduling;

Explanation of reasons and deadline for project implementation;

+ Plan to continue implementing the project, including capital contribution plan, capital construction progress and putting the project into operation;

Explanation of reasons and deadline for project implementation;

– Decision and a valid copy of the meeting minutes of the Members’ Council/General Meeting of Shareholders/general partners/Owners of the Enterprise on the rescheduling of project implementation

– Copy of Investment Registration Certificate and Decision on investment policy (if any);

The above are all contents related to procedures for adjustment of investment capital, progress of capital contribution and extension of capital contribution progress. In case there is any problem related, please contact Thanh Do Lawfirm for detailed advice.

Best regards./.