Q&A: Procedures When a Shareholder Changes the Type of Capital Contribution Within the 90-Day Window
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A legal consultant asked about a situation where a founding shareholder of a joint-stock company had registered to contribute shares (in another company) as capital but actually contributed Vietnamese dong cash within the 90-day window. Questions raised: Does the company need to notify the Business Registration Authority? Could there be an administrative penalty? What steps should be taken to comply? The Ministry of Finance responded: The 2020 Law on Enterprises does not specifically address changes in the type of contributed assets within the 90-day window - such cases are governed by civil law and the company's charter. Regarding notification obligations, companies must notify the Business Registration Authority when changing items listed in Article 31(1) of the Law on Enterprises, including founding shareholder information. Merely updating or supplementing information (not constituting a registered change) is handled under Article 57 of Decree 168/2025/ND-CP. Companies must distinguish between 'registered change notification' and 'information update/supplement' to identify the correct obligations and avoid administrative penalties.
Scenario
A joint-stock company was incorporated with a founding shareholder registered to contribute shares (in another company) as capital. Within the 90-day window under Article 113(1) of the 2020 Law on Enterprises, the shareholder was unable to transfer those shares as registered and instead contributed an equivalent amount in Vietnamese dong.
Questions Raised
- Must the company notify the Business Registration Authority of the change in type of contributed assets?
- If no adjustment procedure is carried out, will there be an administrative penalty?
- What steps must be taken to comply with current law?
Ministry of Finance Response
On the 90-Day Rule
Article 113(1) of the 2020 Law on Enterprises: Shareholders must fully pay for their registered shares within 90 days of receiving the enterprise registration certificate. If contributing assets, time spent on administrative procedures for ownership transfer is excluded from this period.
On Changing the Type of Contributed Assets
The 2020 Law on Enterprises does not specifically address changing the type of contributed assets (from the committed type) within the 90-day window. Such cases are governed by:
- Civil law
- The company's charter
On Notification Obligations
Article 31(1) of the 2020 Law on Enterprises requires notification to the Business Registration Authority when changing:
- Business lines
- Founding shareholders and foreign investor shareholders (for joint-stock companies)
- Other information in the business registration file
If only updating/supplementing information (not falling under registered changes per Articles 40–55 of Decree 168/2025/ND-CP), the procedure follows Article 57 of Decree 168/2025/ND-CP.