Investment capital disbursement is a crucial stage that determines the progress and efficiency of a project. However, many enterprises still have difficulties relating to procedures, legal conditions, and risks arising during the implementation process. Understanding the regulations on investment capital disbursement will help investors implement projects in compliance with the law and utilize capital sources effectively.

I. Current situation relating to investment capital disbursement

At present, investment capital disbursement remains one of the major concerns due to its direct impact on project progress and efficiency. In practice, delays in investment capital disbursement are quite common in both the public and private sectors, arising from various causes.

Common obstacles include complicated administrative procedures, prolonged appraisal and approval periods, and incomplete or repeatedly amended legal documents of projects. In addition, the implementation capacity of investors and the coordination among relevant authorities are sometimes not synchronized, resulting in disbursement failing to meet the planned schedule.

Furthermore, insufficient understanding of legal regulations on the conditions and procedures for investment capital disbursement may expose enterprises to legal risks and even administrative sanctions for failing to fulfill committed capital contribution obligations properly.

II. Concept of investment capital disbursement

1. What is investment capital disbursement

Pursuant to Clause 23, Article 3 of the Law on Investment 2025, investment capital means money and other assets as prescribed by civil law and international treaties to which the Socialist Republic of Vietnam is a member, used for conducting investment and business activities.

On that basis, investment capital disbursement is understood as the process by which investors transfer committed capital into a project through methods such as money transfers, payment of expenses, capital contribution in the form of assets, or other lawful methods as prescribed by law.

Investment capital disbursement is generally implemented under the project schedule and must satisfy certain conditions and procedures. It serves as an important basis for determining the fulfillment of investors’ capital contribution obligations while ensuring that the project is implemented according to the registered plan and objectives.

2. What types of investment capital are included?

Pursuant to Clause 1, Article 34 of the 2020 Law on Enterprises (amended and supplemented in 2025), investment capital includes money and other assets as prescribed by law, mainly comprising the following categories:

  • Cash capital: It includes Vietnam Dong, freely convertible foreign currencies, and gold used for investment and business activities.
  • Capital contribution in the form of assets: It includes tangible assets such as machinery, equipment, vehicles, or other assets that can be valued in Vietnam Dong under Clause 1, Article 34 of the Law.
  • Capital contribution in the form of property rights: It includes land use rights, intellectual property rights, technology, technical know-how, and other property rights prescribed by law.
  • Loans and other lawful mobilized capital: It includes capital borrowed from organizations or individuals or other lawful financing sources serving project implementation purposes.

Note: Capital contribution is only deemed completed once ownership of the contributed assets has been transferred to the enterprise under Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025), and contributed assets must be properly valued in accordance with Article 36 of the Law on Enterprise 2020 (amended and supplemented in 2025).

3. At what point is investment capital disbursement considered completed?

Current legislation does not directly define the “time of completion of investment capital disbursement”; however, it may be determined based on regulations relating to capital contribution and project implementation.

  • Pursuant to Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025), capital contribution is only considered completed when lawful ownership of the contributed assets has been transferred to the enterprise.
  • Pursuant to Clause 2, Article 47 and Clause 2, Article 113 of the Law on Enterprise 2020 (amended and supplemented in 2025), members and shareholders must contribute sufficient capital within the committed period (generally within 90 days from the issuance date of the Enterprise Registration Certificate, unless otherwise prescribed).

III. Legal regulations relating to investment capital disbursement

1. Conditions for investment capital disbursement for investment projects

Current legislation does not state a separate provision specifically governing the “conditions for investment capital disbursement”. However, based on the Law on Investment 2025 and the Law on Enterprise 2020 (amended and supplemented in 2025), disbursement may only be conducted when the following legal requirements are satisfied:

  • The investment project has been lawfully approved: The project must possess an Investment Registration Certificate (if subject to issuance requirements), specifying the total investment capital and capital contribution schedule.
  • Lawful contributed assets: Pursuant to Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), investment capital must consist of lawful assets such as money, gold, land use rights, intellectual property rights, or other assets capable of valuation.
  • Completion of ownership transfer procedures for contributed assets: Pursuant to Clause 3, Article 35 of the Law on Enterprise 2020 (amended and supplemented in 2025), capital contribution is only deemed completed once ownership of the assets has been transferred to the enterprise.
  • Implementation in accordance with the investment project contents: The use and disbursement of capital must conform to the objectives, scale, and schedule of the registered project; any amendments must comply with adjustment procedures prescribed by law.

2. Principles of investment capital disbursement

Pursuant to the Law on Investment 2025 and the Law on Public Investment 2024, the principles governing investment capital disbursement are as follows:

Investment capital disbursement must be conducted on the basis that the project has fully satisfied legal conditions prescribed in Clauses 1 and 2, Article 29 of the Law on Investment 2025, including approval of investment policy or issuance of an Investment Registration Certificate (if applicable). In addition, investment capital disbursement must be associated with the investor’s obligation to ensure project implementation under Article 30 of the Law on Investment 2025 (such as deposits or bank guarantees where necessary), while fully complying with relevant laws on land, construction, environment, and labor under Clause 3, Article 29 of the Law on Investment 2025.

For public investment capital, disbursement must also comply with the public investment plan and annual state budget estimates, ensuring compliance with disbursement deadlines under Articles 67 and 72 of the Law on Public Investment 2024 (amended by Points a and b, Clause 33, Article 7 of the amended Law 2025).

Furthermore, disbursement must ensure transparency, accuracy, and proper valuation of investment capital, and is subject to inspection, supervision, and valuation assessment under Article 32 of the Law on Investment 2025.

3. Procedures and process for investment capital disbursement

Pursuant to the Law on Investment 2025 and the Law on Enterprise 2020 (amended and supplemented in 2025), the procedures may be summarized as follows:

First, the investor must complete all legal procedures relating to the investment project in accordance with Clauses 1 and 2, Article 29 of the Law on Investment 2025, including obtaining approval of investment policy or an Investment Registration Certificate (if required). It is a mandatory condition for lawful project implementation in practice.

Next, the investor determines the capital contribution and capital mobilization schedule registered for the project as the basis for disbursement in each phase.

If the project is subject to implementation security obligations, the investor must provide a deposit or bank guarantee pursuant to Article 30 of the Law on Investment 2025 before conducting disbursement activities.

Thereafter, the investor proceeds with capital contribution/investment capital disbursement through lawful methods such as money transfers or asset contributions, while ensuring completion of ownership transfer procedures for contributed assets (if any) in accordance with Articles 34 and 35 of the Law on Enterprise 2020 (amended and supplemented in 2025).

Finally, disbursement must be recorded and evidenced by lawful documents and supporting records, and the investor must fulfill reporting obligations regarding project implementation. The project may also be subject to inspection, supervision, or assessment of investment capital value under Article 32 of the Law on Investment 2025 where necessary.

4. Can delayed disbursement or failure to fully disburse investment capital result in administrative sanctions?

Current legislation does not provide for a separate violation specifically called “delayed investment capital disbursement”. However, in practice, such conduct may still be subject to administrative sanctions if it results in violations of legal obligations relating to capital contribution and project implementation.

Specifically, pursuant to Article 47 and Article 113 of the Law on Enterprise 2020 (amended and supplemented in 2025), members and shareholders are required to contribute sufficient capital within the statutory time. In cases where capital is not fully contributed, the enterprise is obligated to register an adjustment of its charter capital corresponding to the actual contributed capital amount.

If the enterprise fails to do so, it may be sanctioned under Clause 3, Article 46 of Decree No. 122/2021/ND-CP with fines ranging from 30,000,000 VND to 50,000,000 VND, and it will also be compelled to adjust its charter capital accordingly.

In addition, for investment projects, failure to disburse or delayed disbursement may also be handled under the Law on Investment 2025 through measures such as:

  • Being subject to measures relating to deposits for project implementation security (Article 30);
  • Adjustment of the project schedule (Article 33);
  • Termination of the investment project if the investor fails to fulfill its commitments (Article 36).

IV. Questions relating to investment capital disbursement

1. Can an enterprise extend the time limit for investment capital disbursement?

The extension of the investment capital disbursement period must be distinguished between public investment capital and private investment capital (without state capital), as each type is governed by different legal mechanisms.

- For public investment capital:

Pursuant to Article 72 of the Law on Public Investment 2024 (amended by Points a and b, Clause 33, Article 7 of the amended Law on Bidding; Law on Investment under the Public-Private Partnership Method; Law on Customs; Law on Value Added Tax; Law on Export and Import Duties; Law on Investment; Law on Public Investment; and Law on Management and Use of Public Assets 2025), the annual disbursement period for public investment capital extends until January 31 of the following year; in cases where additional capital is allocated after September 30, the period may be extended until December 31 of the following year.

Such extension may only be granted upon approval by competent authorities, specifically:

  • The Prime Minister for central budget capital;
  • Chairpersons of People’s Committees at all levels for local budget capital;
  • Heads of public service units for lawful revenues of such units (with reporting obligations to supervisory authorities).

Cases eligible for extension consideration include: Nationally important projects; compensation and site clearance projects; projects delayed due to objective reasons (natural disasters, epidemics, etc.); or projects requiring completion but without allocated capital for the following year.

- For private investment capital (private enterprises or foreign-invested enterprises not using state capital):

The law does not provide for a mandatory “disbursement extension” mechanism similar to that applicable to public investment capital. In such cases, disbursement is implemented based on:

  • Agreements or contracts between the parties (capital contribution agreements, credit agreements, investment cooperation agreements, etc.);
  • The schedule recorded in the Investment Registration Certificate (for projects requiring investment registration).

Where adjustment of the disbursement schedule is necessary:

  • The enterprise may renegotiate with partners, investors, or credit institutions;
  • Or it must implement procedures to amend the investment project if the capital contribution/disbursement schedule has been recorded in the project’s legal documents. 

2. What are the legal consequences if an investor fails to disburse the committed amount of capital?

Contributing capital on time is an important legal obligation of investors. In cases of failure to fully contribute capital or delayed capital contribution, legal consequences are determined under the following regulations:

- Pursuant to Article 178 of the Law on Enterprise 2020 (amended and supplemented in 2025), investors (members or shareholders) must fully contribute capital within the statutory time limit. If they fail to do so:

  • The unpaid capital amount shall be deemed a debt owed by the investor to the company;
  • The enterprise must register an adjustment of its charter capital according to the actual contributed capital within the prescribed time;
  • The investor’s rights and benefits may be reduced proportionally to the unpaid capital amount;
  • In partnerships, members failing to fully contribute capital may be expelled from the partnership pursuant to a resolution of the Members’ Council.

- Pursuant to Decree No. 122/2021/ND-CP, if capital is not fully contributed but the enterprise fails to adjust its charter capital or violates obligations relating to registration of changes, the following sanctions may apply:

  • Fines ranging from 30,000,000 VND to 50,000,000 VND (Point a, Clause 3, Article 46).

Failure to fully disburse committed capital not only leads to financial obligations toward the company but may also result in administrative sanctions and mandatory remedial measures, directly affecting the investor’s rights and legal status within the enterprise.

3. Can investors change the form of disbursement from cash to contributed assets?

The law does not require investors to contribute capital solely in cash, but permits capital contribution in various forms of assets. Specifically, under Article 34 of the Law on Enterprise 2020 (amended and supplemented in 2025), contributed assets may include Vietnam Dong, foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets capable of valuation in Vietnam Dong.

However, changing the form of capital contribution from cash to assets must satisfy certain legal conditions. First, such change must be approved by the enterprise or the relevant members/shareholders, since the original form of contribution was previously committed. In addition, the contributed assets must be valued in accordance with Article 36 of the Law on Enterprise 2020 (amended and supplemented in 2025) to ensure transparency and avoid disputes.

Investors are permitted to change the form of capital contribution from cash to assets, provided that valid approval is obtained, the assets are properly valued, and all relevant legal procedures are fulfilled.

4. Is investment capital disbursement affected when a project is temporarily suspended?

When a project is temporarily suspended, investment capital disbursement will be directly affected and is usually suspended as well, as the conditions for disbursement under legal regulations are no longer satisfied.

Specifically, under Article 35 of the Law on Investment 2025, investors have the right to temporarily suspend project operations but must notify the investment registration authority. In addition, competent state authorities may also decide to suspend project operations in cases such as violations of environmental laws, occupational safety regulations, or failure to implement the project in accordance with approved contents. Once a project is suspended, no work volume will arise for acceptance and settlement purposes, resulting in insufficient conditions for capital disbursement.

When a project is temporarily suspended, investment capital disbursement is generally suspended as well and may be adjusted or recalled if project progress is not ensured or legal violations occur.

5. What documents and records must enterprises retain to prove lawful investment capital disbursement?

Maintaining complete records and supporting documents is essential for enterprises to prove the legality and transparency of investment capital disbursement, especially during inspections, audits, or explanations to state authorities. The required documents include:

  • Payment documents and receipts: Invoices, payment vouchers, and banking documents relating to capital disbursement.
  • Contracts and contract appendices: Demonstrating commitments on capital contribution or disbursement schedules between the parties.
  • Capital disbursement progress reports: Periodic reports according to project phases, together with reports on capital utilization.
  • Approved capital plans: Documents approving the initial capital plan and subsequent adjustments (if any).
  • Asset valuation documents: If capital contribution is made in assets, valuation records, ownership certificates, and related documents must be retained.
  • Other relevant documents: Extension approvals, amended capital plans, confirmations, and project acceptance minutes.

V. Why should you seek legal advice from NPLaw regarding investment capital disbursement?

When issues arise in investment capital disbursement, seeking assistance from NPLaw helps enterprises handle matters in compliance with legal regulations and minimize legal risks. The legal team at NPLaw possesses extensive experience in applying the 2024 Law on Public Investment and the 2025 Law on Investment, thereby assisting enterprises in reviewing records, supporting documents, and disbursement procedures accurately.

In addition, NPLaw provides advice on handling delayed disbursement, project suspension, or risks of capital recovery, and represents enterprises in working with state authorities when necessary.

The above information is for reference purposes only. Should clients require detailed advice for specific cases, please contact NPLaw Firm for immediate assistance.