Our company is a joint-stock company established on August 1, 2024, with a registered charter capital of VND 10 billion. According to regulations, founding shareholders must contribute the committed capital within the legally prescribed period. However, to date, some shareholders have not fully contributed their capital. In this case, is the company violating capital contribution regulations? If so, what are the administrative penalties for the company and shareholders who have not contributed their full capital according to current regulations?
Answer
According to clause 1, Article 113 of the 2020 Enterprise Law:
"Shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of Enterprise Registration unless short time limit is specified by the company’s charter of the shares registration contract."
Additionally, Clause 3, Article 113 of the 2020 Enterprise Law states that if a shareholder fails to pay or to fully pay for the subscribed shares by the deadline specified:
- The shareholder that fails to pay for the subscribed shares is no longer a shareholder of the company and must not transfer the right to purchase the shares to another person.
- The shareholder that only pays for part of the subscribed shares will be entitled to a number of votes, dividends and benefits that are proportional to the paid shares and must not transfer the right to purchase the unpaid shares to another person.
- The shares that are not paid for shall be considered unsold shares and may be sold by the Board of Directors.
- Within 30 days from the deadline for paying for the subscribed shares mentioned in Clause 1 of this Article, the company shall register the change in charter capital, which shalle be equal to the total face values of paid shares unless the unpaid shares are sold out during this period; and the register the change of fouding shareholders.
The client’s company was established on August 1, 2024, meaning that the 90-day period for shareholders to fulfill their capital contribution obligations ended on October 30, 2024. However, as of March 31, 2025, the company has not completed the required procedures to adjust its charter capital or update its founding shareholders, despite exceeding the 30-day deadline following the capital contribution period.
=> Based on the aforementioned regulations, the company has violated capital contribution regulations.
Legal Consequences of Failing to Fully Contribute the Registered Capital in a Joint-Stock Company:
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Failure to complete the required adjustment of charter capital or update founding shareholders with the business registration authority after the capital contribution deadline has passed, and if no shareholder assumes the obligation to contribute the outstanding capital, will result in a fine ranging from VND 30,000,000 to VND 50,000,000 (Legal basis: Point a, Clause 3, Article 46 of Decree 122/2021/ND-CP).
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The company will be required to complete the necessary adjustments to its charter capital or update its founding shareholders (Legal basis: Point b, Clause 5, Article 46 of Decree 122/2021/ND-CP).
Note: This penalty applies to organizations. For individuals, the fine will be half the amount imposed on organizations (Legal basis: Clause 2, Article 4 of Decree 122/2021/ND-CP).
Therefore, the administrative penalty that the company must pay under the current legal regulations ranges from 30,000,000 VND to 50,000,000 VND.
For reference: https://sblaw.vn/services/
