ESTABLISHMENT OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM (FDI ESTABLISHMENT) 2026: MINIMUM INVESTMENT CAPITAL REQUIREMENTS AND THE DISTINCTION BETWEEN CHARTER CAPITAL AND PROJECT INVESTMENT CAPITAL FOR FOREIGN-INVESTED ENTERPRISES IN VIETNAM
Determining the appropriate amount of investment capital is one of the most significant legal and commercial decisions that foreign investors must make before establishing a foreign-invested enterprise ("FIE") in Vietnam. In practice, many investors mistakenly assume that Vietnamese law prescribes a universal minimum capital requirement applicable to every foreign investment project. However, the legal framework governing investment capital is considerably more nuanced, as the required capital level depends on the nature of the investment project, the proposed business activities, applicable sector-specific regulations, and the investor's ability to demonstrate the financial feasibility of the project.
Another issue that frequently causes confusion among foreign investors is the distinction between charter capital and project investment capital. Although these two concepts are closely related, they serve different legal purposes under Vietnamese investment legislation. Misunderstanding their respective functions may lead to inappropriate capital structuring, delays during the investment licensing process, difficulties in capital contribution, or complications arising from subsequent amendments to the Investment Registration Certificate ("IRC") or Enterprise Registration Certificate ("ERC").
From the perspective of the licensing authorities, the declared capital structure is not merely a financial figure but an important factor in evaluating the investor's financial capability and the feasibility of the proposed investment project. Consequently, investors are expected to determine a capital structure that accurately reflects the project's operational requirements while remaining consistent with the applicable legal framework governing foreign investment in Vietnam.
Clients who are interested in the procedures for establishing a foreign-invested enterprise in Vietnam are welcome to contact Dai Quang Minh Company via: Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance.
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I. Legal framework governing investment capital requirements
The legal framework governing investment capital requirements for foreign-invested enterprises in Vietnam is primarily established under the Law on Investment 2025, the Law on Enterprises 2025, and Decree No. 96/2026/NĐ-CP guiding the implementation of the Law on Investment. In addition to these principal legal instruments, foreign investors must also comply with various sector-specific regulations where applicable. Depending on the nature of the proposed business activities, additional requirements may arise under specialized legislation governing industries such as banking, insurance, securities, real estate, education, healthcare, aviation, logistics, and other regulated sectors.
One of the fundamental principles of Vietnamese investment law is that there is no universal statutory minimum investment capital requirement applicable to all foreign-invested enterprises. Unlike certain jurisdictions that prescribe a fixed minimum amount of capital for every foreign investment project, Vietnamese legislation adopts a more flexible and project-oriented approach. Instead of imposing a single capital threshold, the competent investment authorities evaluate whether the proposed investment capital is reasonable and proportionate to the scale, objectives, operational requirements, and financial feasibility of the investment project.
Nevertheless, Vietnamese law does prescribe minimum capital or financial capacity requirements in certain regulated business sectors where public interests, financial stability, or consumer protection considerations justify stricter regulatory oversight. For example, enterprises operating in banking, insurance, securities, credit institutions, real estate business, and several other conditional investment sectors may be required to satisfy statutory legal capital requirements or maintain minimum financial resources as prescribed by specialized legislation.
From the perspective of the licensing authorities, investment capital represents far more than a numerical figure recorded in the Investment Registration Certificate. The proposed capital structure constitutes one of the principal indicators used to assess the investor's financial capability, the commercial viability of the investment project, and the likelihood that the project can be implemented in accordance with its registered objectives and implementation schedule. Accordingly, foreign investors are encouraged to establish a capital structure that accurately reflects the genuine financial requirements of the project while ensuring full compliance with the applicable legal framework governing foreign investment in Vietnam.
II. Minimum investment capital requirements under Vietnamese Law
Unlike many jurisdictions that prescribe a fixed minimum capital threshold for all foreign-invested enterprises, Vietnamese law adopts a flexible approach based on the specific characteristics of each investment project. As a general rule, there is no universal statutory minimum investment capital requirement applicable to every foreign direct investment ("FDI") project. Consequently, foreign investors are generally free to determine the amount of investment capital they consider appropriate for their proposed business activities, provided that such capital is sufficient to support the lawful implementation and operation of the investment project.
Notwithstanding the absence of a general minimum capital requirement, certain conditional business sectors remain subject to statutory legal capital or minimum financial requirements prescribed under specialized legislation. Depending on the nature of the proposed business activities, enterprises operating in sectors such as banking, insurance, securities, credit institutions, real estate business, aviation, education, healthcare, or other regulated industries may be required to satisfy specific capital thresholds before obtaining the necessary operating licenses.
Even where no statutory minimum capital is prescribed, foreign-invested projects are still expected to demonstrate adequate financial capability, project feasibility, and an investment scale that is consistent with the declared capital structure. During the investment licensing process, the competent authority responsible for issuing the Investment Registration Certificate ("IRC") evaluates whether the proposed investment capital is reasonable in light of the project's objectives, business model, implementation schedule, expected operating expenses, workforce requirements, technology, equipment, leased premises, and other financial commitments.
From a practical perspective, the amount of investment capital varies considerably depending on the nature of the proposed business. A foreign-invested trading company or consulting firm generally requires relatively modest investment capital because its operations primarily involve office premises, personnel, and administrative expenses. By contrast, manufacturing projects often require substantially higher capital to finance factories, machinery, production facilities, environmental protection measures, and working capital.
Likewise, real estate projects are commonly subject to more stringent financial requirements due to their significant capital intensity and the regulatory framework governing property development. Enterprises operating in education, logistics, healthcare, and other specialized industries may also require larger investment capital depending on licensing conditions, infrastructure requirements, and operational scale. Accordingly, foreign investors should determine their investment capital based on the genuine financial needs of the project while ensuring that the proposed capital remains legally compliant, commercially realistic, and capable of supporting the long-term implementation of the investment project in Vietnam.
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III. Distinguishing charter capital from project investment capital
One of the most frequently misunderstood concepts among foreign investors establishing a business in Vietnam is the distinction between charter capital and project investment capital. Although these two terms are closely connected and are both declared during the investment licensing process, they serve fundamentally different legal and financial purposes. Understanding this distinction is essential because it directly affects the enterprise's capital contribution obligations, financing structure, corporate governance, and compliance with Vietnamese investment legislation. Charter capital refers to the amount of capital contributed or committed to be contributed by the members or shareholders of the enterprise as its ownership capital. It represents the equity of the company and forms the basis for determining the ownership interests of investors within the enterprise. Under Vietnamese law, foreign investors are generally required to contribute the registered charter capital within the statutory capital contribution period prescribed by the Law on Enterprises and the Investment Registration Certificate.
By contrast, project investment capital represents the total financial resources required to implement the investment project as approved by the investment authority and recorded in the Investment Registration Certificate. Unlike charter capital, project investment capital is not limited to the investors' equity contribution. Instead, it encompasses all funding sources necessary for the implementation of the project, including charter capital, commercial loans obtained from financial institutions, shareholder loans, intra-group financing, and other lawful sources of capital permitted under Vietnamese law.
Given the distinct legal functions of these two concepts, foreign investors should carefully determine both the amount of charter capital and the total project investment capital before submitting their investment registration application. Charter capital should accurately reflect the enterprise's equity requirements and intended ownership structure, whereas project investment capital should realistically represent the total financial resources necessary to complete and operate the investment project.
IV. Practical recommendations for foreign investors
Determining the capital structure of a foreign-invested enterprise should be regarded as a strategic planning exercise rather than a mere licensing formality. Before deciding on the amount of investment capital to be registered, foreign investors are encouraged to conduct a comprehensive assessment of the actual financial requirements of the proposed investment project. Such an assessment should take into account the nature of the intended business activities, anticipated operating expenses, staffing requirements, office or factory rental costs, equipment acquisition, working capital needs, projected business expansion, and other foreseeable financial commitments.
Foreign investors should also carefully determine an appropriate amount of charter capital, as this figure directly affects the enterprise's ownership structure, corporate governance, and financial credibility. Registering an excessively low charter capital may raise concerns regarding the investor's financial capability during the licensing process and may prove insufficient to support the enterprise's initial operations.
Finally, given the complexity of Vietnam's investment legislation and the interaction between general investment regulations and sector-specific legal requirements, foreign investors are strongly encouraged to obtain professional legal advice before finalizing their investment capital structure and submitting investment registration documents. Experienced legal advisors can assist investors in determining an appropriate level of charter capital, calculating the total project investment capital, identifying applicable minimum capital requirements in regulated industries, preparing supporting documentation, and ensuring compliance with all relevant licensing procedures.
Should you require further information regarding market access conditions, the establishment of a foreign-invested enterprise, or other investment procedures in Vietnam, Dai Quang Minh Company is ready to accompany and support you throughout every stage of your investment project, providing comprehensive legal advice and practical solutions tailored to your business needs.
If you are interested in the reporting procedures applicable to enterprises engaged in the business of cybersecurity products and services, please contact Dai Quang Minh Company via Hotline: 0932.191.299; Zalo: 0932.191.299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for free, comprehensive, prompt, and accurate assistance..
In addition, Dai Quang Minh Company provides a wide range of legal services, including sublicenses and specialized permits, enterprise registration, investment advisory services, foreign labor and work permit services, as well as ongoing legal consultancy for both domestic and foreign-invested enterprises.
Contact us:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
During the course of your business operations, if you have any questions or require further assistance, please do not hesitate to contact Dai Quang Minh Company. We are always ready to support and accompany you throughout the establishment, operation, and growth of your business.
We wish you sustainable growth, continued success, and remarkable achievements in your business endeavors.
Sincerely,
Dai Quang Minh Company. /.
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