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STATE BANK OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
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No. 38/2026/TT-NHNN |
Hanoi, July 31, 2026 |
ON FOREIGN EXCHANGE MANAGEMENT IN RESPECT OF FOREIGN INVESTMENT ACTIVITIES IN VIETNAM
Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;
Pursuant to the Law on Credit Institutions No. 32/2024/QH15, as amended by Law No. 96/2025/QH15;
Pursuant to the Law on Investment No. 143/2025/QH15;
Pursuant to the Ordinance on Foreign Exchange No. 28/2005/PL-UBTVQH11, as amended by Ordinance No. 06/2013/UBTVQH13;
Pursuant to Decree No. 70/2014/ND-CP of the Government on elaboration of the Ordinance on Foreign Exchange and the Ordinance on amendments to the Ordinance on Foreign Exchange;
Pursuant to Decree No. 329/2025/ND-CP of the Government on licensing of the establishment and operations of banks, foreign exchange management, anti-money laundering, counter-terrorist financing and counter-financing of proliferation of weapons of mass destruction at the International Financial Centre in Vietnam;
Pursuant to Decree No. 96/2026/ND-CP of the Government on elaboration of and guidance on certain articles of the Law on Investment;
Pursuant to Decree No. 26/2025/ND-CP of the Government on the functions, tasks, powers and organizational structure of the State Bank of Vietnam, as amended by Decree No. 198/2026/ND-CP;
At the proposal of the Director of the Foreign Exchange Management Department;
The Governor of the State Bank of Vietnam hereby issues a Circular on foreign exchange management in respect of foreign investment activities in Vietnam.
1. This Circular provides for foreign exchange management in respect of foreign investment activities in Vietnam as prescribed in Article 11 of the Ordinance on Foreign Exchange No. 28/2005/PL-UBTVQH11, as amended by Ordinance No. 06/2013/UBTVQH13, and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam as prescribed in Article 93 of Decree No. 329/2025/ND-CP on licensing of the establishment and operations of banks, foreign exchange management, anti-money laundering, counter-terrorist financing and counter-financing of proliferation of weapons of mass destruction at the International Financial Centre in Vietnam, comprising:
a) Opening and use of investment capital accounts in foreign currency and in Vietnamese dong;
b) Capital contributions; transfer of capital, profits and lawful proceeds; transfer of investment capital and investment projects;
c) Other fund transfers relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
2. Matters relating to foreign exchange management in respect of foreign-invested economic organizations that are public companies with shares listed or registered for trading on the Stock Exchange are not within the scope of this Circular.
3. Matters relating to foreign exchange management in respect of cases where foreign investors and foreign-invested economic organizations make investments or conduct securities transactions on the securities market as prescribed in clause 3 of Article 73 of Decree No. 96/2026/ND-CP on elaboration of and guidance on certain articles of the Law on Investment are not within the scope of this Circular.
This Circular applies to the following entities:
1. Foreign-invested economic organizations as prescribed in clause 1 of Article 6 of this Circular.
2. Foreign investors and domestic investors participating in capital contributions in foreign-invested economic organizations as prescribed in clause 1 of Article 6 of this Circular.
3. Foreign investors participating in business cooperation contracts (hereinafter referred to as BCC).
4. Foreign investors directly implementing investment projects under the public-private partnership modality (hereinafter referred to as PPP) where no PPP project enterprise is established.
5. Operators and contractors that are foreign investors under petroleum contracts and agreements in the petroleum sector signed in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties.
6. Member enterprises of the International Financial Centre in Vietnam (hereinafter referred to as member enterprises) as prescribed in clause 6 of Article 3 of Decree No. 329/2025/ND-CP.
7. Authorized banks and other organizations and individuals related to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
For the purposes of this Circular, the following terms shall be construed as follows:
1. Authorized bank means a commercial bank or foreign bank branch permitted to conduct foreign exchange business and provide foreign exchange services in accordance with law.
2. Member bank means an economic organization established, organized and operating in accordance with Resolution No. 222/2025/QH15 on the International Financial Centre in Vietnam, comprising a member commercial bank as prescribed in clause 13 of Article 3 of Decree No. 329/2025/ND-CP and a member foreign bank branch as prescribed in clause 4 of Article 3 of Decree No. 329/2025/ND-CP.
3. Foreign investment capital account in Vietnam means a payment account in foreign currency or Vietnamese dong opened by the entities prescribed in Article 6 at an authorized bank to carry out credit and debit transactions relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam in accordance with this Circular (hereinafter referred to as the investment capital account).
4. Own foreign currency means foreign currency held in the payment account of a domestic investor, excluding foreign currency purchased from or borrowed from credit institutions or foreign bank branches permitted to provide foreign exchange services in Vietnam.
5. Investor means an organization or individual as prescribed in clause 18 of Article 3 of the Law on Investment No. 143/2025/QH15 and a contractor as prescribed in clause 5 of Article 2 of this Circular.
1. Investors and member enterprises may make capital contributions in foreign currency or Vietnamese dong in accordance with the investment registration certificate, the license for establishment and operation in accordance with specialized law (for foreign-invested economic organizations established and operating in accordance with specialized law), the Notification of satisfaction of the conditions for capital contribution, share purchase or purchase of capital contribution by a foreign investor, the enterprise registration certificate, the PPP contract signed with the competent state authority, the BCC, the petroleum contract and other documents evidencing that the capital contribution is in conformity with law, except for capital contributions as prescribed in clause 5 of this Article.
Where capital contributions are made in multiple currencies, investors and member enterprises may select one of the contribution currencies in the documents prescribed in this clause as the currency for conversion for determining the total value of the capital contribution, and such selection shall be applied consistently throughout the entire capital contribution process. The total value of the capital contribution after conversion must not exceed the capital contribution amount determined in the above-mentioned documents. The exchange rate used for conversion is the rate applied by the authorized bank at which the entities prescribed in Article 6 of this Circular open the investment capital account at the time the amount is credited to the investment capital account.
2. Domestic investors may make capital contributions using their own foreign currency funds.
3. Contractors under petroleum contracts and agreements in the petroleum sector signed in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties may purchase foreign currency from authorized banks to make capital contributions in accordance with petroleum law.
4. Monetary capital contributions by investors and member enterprises must be made through bank transfer to the investment capital account in foreign currency or Vietnamese dong.
5. Investors and member enterprises may transfer funds into the investment capital account to make capital contributions, change the capital contribution or change the capital contribution ratio before the foreign-invested economic organization carries out the procedures for registering an increase in charter capital, change of the capital contribution or change of the capital contribution ratio.
6. Operators and contractors that are foreign investors under petroleum contracts and agreements in the petroleum sector signed in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties may use payment accounts in foreign currency or Vietnamese dong opened at authorized banks to receive proceeds permitted to be transferred from the investment capital account in accordance with Articles 8 and 9 of this Circular.
Article 5. Transfer of funds for carrying out pre-investment activities
1. Before the competent authority grants the investment registration certificate, notification of satisfaction of the conditions for capital contribution, share purchase or purchase of capital contribution by a foreign investor, enterprise registration certificate, license for establishment and operation in accordance with specialized law (for foreign-invested economic organizations established and operating in accordance with specialized law) or the signed PPP contract, the payment of lawful costs during the pre-investment phase in Vietnam shall be made as follows:
a) Foreign investors may transfer funds from abroad or from payment accounts opened at authorized banks in Vietnam;
b) Member enterprises may transfer funds from payment accounts opened at authorized banks in Vietnam.
2. After the grant by the competent authority of the investment registration certificate, notification of satisfaction of the conditions for capital contribution, share purchase or purchase of capital contribution by a foreign investor, enterprise registration certificate, license for establishment and operation in accordance with specialized law (for foreign-invested economic organizations established and operating in accordance with specialized law) or the signed PPP contract, the funds transferred by foreign investors and member enterprises in accordance with clause 1 of this Article may be used to:
a) Convert part or all of the funds into capital contributions;
b) Convert part or all of the funds into a foreign loan of the foreign-invested economic organization. Where the funds are converted into a foreign loan, the foreign-invested economic organization must comply with the regulations on foreign borrowing and foreign debt repayment;
c) Transfer back to the foreign investor or member enterprise the funds transferred to carry out pre-investment activities after deducting the lawful costs relating to the pre-investment activities in Vietnam.
3. The transactions prescribed in clause 2 of this Article shall be effected upon the presentation of valid documents and supporting records evidencing the funds transferred and the lawful costs relating to the pre-investment activities in Vietnam, in compliance with the regulations on foreign exchange management, the law on investment, accounting law and other relevant laws.
4. Where a foreign investor has established an economic organization prior to carrying out the procedures for the grant or adjustment of the investment registration certificate and has opened an investment capital account as prescribed in clause 3 of Article 7 of this Circular, transfers of funds for carrying out pre-investment activities shall be made through the investment capital account already opened.
PROVISIONS ON THE OPENING AND USE OF INVESTMENT CAPITAL ACCOUNTS
Article 6. Entities opening investment capital accounts
1. Foreign-invested economic organizations comprise:
a) Economic organizations established by foreign investors or member enterprises in accordance with investment law and other relevant laws;
b) Foreign-invested economic organizations in which foreign investors or member enterprises are members or shareholders holding more than 50% of the charter capital through capital contribution, share purchase or purchase of capital contributions;
c) PPP project enterprises established by foreign investors.
2. Foreign investors and member enterprises participating in a BCC.
3. Foreign investors directly implementing a PPP project where no PPP project enterprise is established.
4. Contractors that are foreign investors under petroleum contracts and agreements in the petroleum sector signed in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties (hereinafter referred to as foreign investors in petroleum activities).
Article 7. Principles for opening and using investment capital accounts
1. The entities prescribed in Article 6 of this Circular may open one investment capital account in foreign currency and/or one investment capital account in Vietnamese dong at the same authorized bank.
Where there is a need to make capital contributions in multiple foreign currencies, one investment capital account may be opened for each foreign currency at the same authorized bank to carry out the credit and debit transactions prescribed in Article 8 of this Circular.
2. Where multiple BCCs, petroleum contracts or PPP projects are being performed, each foreign investor and member enterprise must open a separate investment capital account for each contract or each PPP project.
For each BCC, petroleum contract or PPP project, the foreign investor or member enterprise may open one investment capital account in foreign currency for each foreign currency and/or one investment capital account in Vietnamese dong at the same authorized bank.
3. Where a foreign investor has established an economic organization prior to carrying out the procedures for the grant or adjustment of the investment registration certificate, the foreign-invested economic organization may open one investment capital account in foreign currency and/or one investment capital account in Vietnamese dong prior to being granted or having the investment registration certificate adjusted at the same authorized bank, and may only use such account to receive charter capital and interest accruing on the account balance; pay lawful costs relating to pre-investment activities in Vietnam; and refund capital to investors or member enterprises where the investment registration certificate is not granted or adjusted.
After being granted or having the investment registration certificate adjusted, these entities may open additional investment capital accounts in other foreign currencies as prescribed in clause 1 of this Article and may use the investment capital account already opened to carry out the credit and debit transactions prescribed in Articles 8 and 9 of this Circular.
4. Where the authorized bank at which the investment capital account is opened is changed, the entities prescribed in Article 6 of this Circular shall proceed on the following basis:
a) Open a new investment capital account at a different authorized bank and transfer the entire balance of the previously opened investment capital account to the new investment capital account, then close the old investment capital account;
b) The new investment capital account may only be used to carry out the credit and debit transactions prescribed in Articles 8 and 9 of this Circular after the steps in point a of this clause have been completed, except for the credit transaction of receiving the transferred balance from the previously opened investment capital account.
5. Except where the investment capital account is being used for foreign borrowing, foreign debt repayment or lawful payment obligations, the entities prescribed in Article 6 of this Circular must close the investment capital account on the following basis:
a) The entities prescribed in point a, clause 1 of Article 6 of this Circular must close the opened investment capital account in the following cases:
(i) No foreign investor or member enterprise holds any shares or capital contributions in the economic organization;
(ii) The investment registration certificate has not been granted or adjusted in accordance with investment law and the contributed funds have been refunded to the foreign investor or member enterprise;
(iii) Dissolution, bankruptcy or cessation of operations in accordance with law;
(iv) The transfer of an investment project results in a change to the legal entity originally registered for the investment project.
b) The entities prescribed in clause 1 of Article 6 of this Circular must close the opened investment capital account in the following cases:
(i) After completion of the transfer of shares or capital contributions or change of charter capital in the economic organization prescribed in point b, clause 1 of Article 6 of this Circular, the ownership ratio of shares or capital contributions held by foreign investors or member enterprises in that economic organization is 50% or less;
(ii) After the foreign-invested economic organization becomes a public company with shares listed or registered for trading on the Stock Exchange.
After closing the investment capital account as prescribed in this point, foreign investors and member enterprises that still hold shares or capital contributions in the foreign-invested economic organization shall carry out credit and debit transactions relating to such investment through the indirect investment account in accordance with the regulations on foreign exchange management in respect of indirect foreign investment activities in Vietnam.
c) Where the investment capital account has been closed as prescribed in point a of this clause, capital refunds and other lawful proceeds arising from the investment activities or from the investment project of the foreign investor at that economic organization, and other lawful proceeds arising from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam or from the investment project of the member enterprise at that economic organization, shall be transferred to:
(i) A foreign currency or Vietnamese dong payment account of the foreign investor opened at an authorized bank, or be transferred abroad;
(ii) A foreign currency or Vietnamese dong payment account opened at an authorized bank, or to the capital account of the member enterprise opened at a member bank.
6. Where a foreign investor or member enterprise increases their ownership ratio of the charter capital of a foreign-invested economic organization to the extent that the foreign investor or member enterprise holds more than 50% of the charter capital, the foreign-invested economic organization must open an investment capital account as prescribed in this Circular; the foreign investor or member enterprise must close the indirect investment account previously opened where there is no further need to conduct indirect foreign investment activities in Vietnam.
7. The procedures for opening and closing investment capital accounts shall be governed by the regulations of the Governor of the State Bank of Vietnam on the opening and use of payment accounts at payment service providers.
Article 8. Credit and debit transactions on investment capital accounts in foreign currency
1. Credits:
a) Transfer of capital contributions of investors and member enterprises in foreign-invested economic organizations, foreign investors participating in a BCC, foreign investors directly implementing a PPP project and foreign investors in petroleum activities;
b) Transfer of funds as payment for the transfer of capital or an investment project, transfer of participating interests, and rights and obligations of the contractor;
c) Refunds of the transfer amount where the transfer is not completed;
d) Purchase of foreign currency from an authorized credit institution to transfer abroad of capital, profits and lawful proceeds of foreign investors from foreign investment activities in Vietnam;
dd) Purchase of foreign currency from an authorized credit institution for the transfer of capital, profits and lawful proceeds from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to the capital account of the member enterprise opened at a member bank;
e) Transfers from payment accounts opened at authorized banks in the names of the operator under a petroleum contract and the entities prescribed in Article 6 of this Circular, for the transfer abroad of capital, profits and lawful proceeds of foreign investors from foreign investment activities in Vietnam;
g) Transfers from payment accounts opened at authorized banks in the names of the entities prescribed in Article 6 of this Circular, for the transfer of capital, profits and lawful proceeds from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to the capital account of the member enterprise opened at a member bank;
h) Transfer of the balance of the previously opened investment capital account to the new investment capital account where the investment capital account or authorized bank is changed; or foreign currency conversion proceeds where investment capital accounts in multiple foreign currencies are opened at the same authorized bank;
i) Share premium from the issuance of shares by the foreign-invested economic organization;
k) Revenue from domestic sales of petroleum products;
l) Transfers relating to foreign-currency foreign loans of the foreign-invested economic organization in accordance with the regulations on foreign borrowing and foreign debt repayment;
m) Other lawful credits in foreign currency relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
2. Debits:
a) Transfers to foreign currency payment accounts opened at authorized banks in the names of the operator under a petroleum contract and the entities prescribed in Article 6 of this Circular for carrying out foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam;
b) Sale of foreign currency to an authorized credit institution for transfer of the proceeds to Vietnamese dong payment accounts of the operator under the petroleum contract and of the entities prescribed in Article 6 of this Circular themselves;
c) Payment for the transfer of capital or an investment project to the transferor abroad; payment for the transfer of participating interests and rights and obligations of the contractor to the transferor abroad or in Vietnam; or sell foreign currency and transfer the proceeds to pay for the transfer of capital or an investment project to the transferor in Vietnam in Vietnamese dong;
d) Transfers of profits and lawful proceeds in foreign currency derived by foreign investors from foreign investment activities in Vietnam to accounts abroad or to their payment accounts opened at authorized banks;
dd) Transfers of profits and lawful proceeds in foreign currency derived by member enterprises from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to their capital accounts opened at member banks or their payment accounts opened at authorized banks;
e) Transfer of capital in foreign currency of foreign investors abroad or to the payment account of the foreign investor opened at an authorized bank in the event of a capital reduction or the completion, liquidation or termination of an investment project, petroleum contract, BCC or PPP contract in accordance with law;
g) Transfer of capital in foreign currency of member enterprises into the capital account opened at a member bank or to the payment account of the member enterprise opened at an authorized bank in the event of a capital reduction or the completion, liquidation or termination of an investment project or BCC in accordance with law;
h) Foreign currency conversion to effect the transfer of capital, profits and lawful proceeds from foreign investment activities in Vietnam abroad, or to effect the transfer of capital, profits and lawful proceeds from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam into the International Financial Centre in Vietnam, where the currency of the transfer of capital, profits and other lawful proceeds differs from the currency of the opened investment capital account;
i) Refund of capital contributions and lawful costs during the pre-investment phase where the investment registration certificate is not granted or adjusted, or the enterprise registration certificate is not granted; refund of capital contributions and lawful costs as prescribed in clause 5 of Article 4 of this Circular where the enterprise registration certificate is not granted; or refund of the transfer amount in respect of investment capital, investment projects, participating interests and rights and obligations of the contractor where the transfer is not completed;
k) Transfer of the balance of the previously opened investment capital account to the new investment capital account where the investment capital account or authorized bank is changed; or foreign currency conversion where investment capital accounts in multiple foreign currencies are opened at the same authorized bank;
l) Transfers relating to foreign loans in foreign currency of the foreign-invested economic organization in accordance with the regulations on foreign borrowing and foreign debt repayment;
m) Other lawful debits in foreign currency relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
Article 9. Credit and debit transactions on investment capital accounts in Vietnamese dong
1. Credits:
a) Transfers of capital contributions by investors and member enterprises in foreign-invested economic organizations, foreign investors participating in a BCC, foreign investors directly implementing PPP projects, and foreign investors in petroleum activities;
b) Transfers of funds as payment for the transfer of capital or investment projects, participating interests, or the rights and obligations of contractors;
c) Refunds of the transfer amount where the transfer is not completed;
d) Transfers of profits distributed in Vietnamese dong to investors from foreign investment activities in Vietnam and to member enterprises from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam, for capital increases or expansion of investment activities in Vietnam;
dd) Transfers from payment accounts opened at authorized banks in the names of the operator under a petroleum contract and the entities prescribed in Article 6 of this Circular, for the transfer, or purchase of foreign currency for the transfer, abroad of capital, profits and lawful proceeds of foreign investors from foreign investment activities in Vietnam;
e) Transfers from payment accounts opened at authorized banks in the names of the entities prescribed in Article 6 of this Circular, for the purchase of foreign currency for the transfer of capital, profits and lawful proceeds of member enterprises from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to their capital accounts opened at member banks;
g) Transfer of the balance from the previously opened investment capital account to the new investment capital account where the investment capital account or authorized bank is changed;
h) Share premium from the issuance of shares by the foreign-invested economic organization;
i) Revenue from domestic sales of petroleum products;
k) Transfers relating to foreign loans denominated in Vietnamese dong of a foreign-invested economic organization permitted to borrow abroad in Vietnamese dong in accordance with regulations on foreign borrowing and foreign debt repayment;
l) Other lawful credits in Vietnamese dong relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
2. Debits:
a) Transfers to Vietnamese dong payment accounts opened at authorized banks in the names of the operator under a petroleum contract and the entities prescribed in Article 6 of this Circular, for carrying out foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam;
b) Payment for the transfer of capital or an investment project to the transferor in Vietnam; purchase of foreign currency for payment for the transfer of capital or an investment project to the transferor abroad, or for payment for the transfer of participating interests or the rights and obligations of contractors to the transferor abroad or in Vietnam;
c) Purchase of foreign currency by transfer for the transfer abroad of profits and lawful proceeds of foreign investors from foreign investment activities in Vietnam;
d) Purchase of foreign currency by transfer for the transfer of profits and lawful proceeds from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to the capital account of the member enterprise opened at a member bank;
dd) Transfer of capital to the payment account of the investor opened at an authorized bank, or purchase of foreign currency for the transfer abroad of the foreign investor’s capital, in the event of a capital reduction or the completion, liquidation or termination of an investment project, BCC, PPP contract or petroleum contract in accordance with law;
e) Transfer of capital to the payment account of the member enterprise opened at an authorized bank, or purchase of foreign currency for the transfer of the member enterprise’s capital to its capital account opened at a member bank, in the event of a capital reduction or the completion, liquidation or termination of an investment project or BCC in accordance with law;
g) Transfers of profits and lawful proceeds in Vietnamese dong derived by foreign investors from foreign investment activities in Vietnam abroad or to their payment accounts opened at authorized banks;
h) Transfer of profits and lawful proceeds in Vietnamese dong from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam to the payment account of the member enterprise opened at an authorized bank;
i) Refund of capital contributions and lawful costs during the pre-investment phase where the investment registration certificate is not granted or adjusted, or the enterprise registration certificate is not granted; refund of capital contributions and lawful costs as prescribed in clause 5 of Article 4 of this Circular where the enterprise registration certificate is not granted; refund of the transfer amount in respect of investment capital or an investment project; or purchase foreign currency to refund the transfer amount in respect of participating interests and rights and obligations of the contractor where the transfer is not completed;
k) Transfer of the Vietnamese dong balance from the previously opened investment capital account to the new investment capital account where the investment capital account or authorized bank is changed;
l) Transfers relating to foreign loans in Vietnamese dong of the foreign-invested economic organization permitted to borrow abroad in Vietnamese dong in accordance with the regulations on foreign borrowing and foreign debt repayment;
m) Other lawful debits in Vietnamese dong relating to foreign investment activities in Vietnam and investment activities from the International Financial Centre in Vietnam into the rest of Vietnam.
TRANSFER OF CAPITAL, PROFITS, LAWFUL PROCEEDS AND PAYMENT FOR TRANSFERS
Article 10. Payment for transfers
1. Payment for the transfer of shares or capital contributions in foreign-invested economic organizations prescribed in clause 1 of Article 6 of this Circular shall be made as follows:
a) Transfers between non-resident investors; between member enterprises; between a member enterprise and a non-resident investor; or between resident investors shall not be made through the investment capital account;
b) Transfers between a member enterprise and a resident investor, or between a non-resident investor and a resident investor must be made through the investment capital account.
2. Under a BCC, payment for the transfer of an investment project between a member enterprise and a non-resident investor; between a member enterprise and a resident investor; between a non-resident investor and a resident investor; between non-resident investors; or between member enterprises must be made through the investment capital account.
3. Under a PPP project, payment for the transfer of an investment project between non-resident investors, or between a non-resident investor and a resident investor directly implementing the PPP project must be made through the investment capital account.
4. Under a petroleum contract, payment for the transfer of an investment project, transfer of participating interests and rights and obligations of the contractor between a non-resident investor and a resident investor must be made through the investment capital account.
Article 11. Transfer of capital of foreign investors and member enterprises in the event of reduction of capital, transfer, completion, liquidation or termination of a contract or investment project
The transfer of capital upon reduction of capital; transfer of a project; transfer of shares or capital contributions in a foreign-invested economic organization; transfer of participating interests and rights and obligations of the contractor under a petroleum contract; and completion, liquidation or termination of an investment project, BCC, petroleum contract or PPP contract of a foreign investor or member enterprise shall be made as follows:
1. The transfer abroad of capital of a foreign investor or the transfer of capital of a member enterprise into the capital account opened at a member bank must be made through the investment capital account, except for the cases prescribed in point c, clause 5 of Article 7 and point a, clause 1 of Article 10 of this Circular.
2. Where the capital is not transferred abroad or into the International Financial Centre in Vietnam, it shall be transferred from the investment capital account to the payment account of the foreign investor or member enterprise opened at an authorized bank for carrying out its project or other investment activities in Vietnam in accordance with investment law.
Article 12. Transfer of profits and lawful proceeds of foreign investors and member enterprises
1. The transfer abroad of profits and lawful proceeds from foreign investment activities in Vietnam of a foreign investor, or the transfer of profits and lawful proceeds from investment activities from the International Financial Centre in Vietnam into the rest of Vietnam of a member enterprise into the capital account opened at a member bank, must be made through the investment capital account, except in the case prescribed in point c, clause 5 of Article 7 of this Circular.
2. Where profits and lawful proceeds are not transferred abroad or into the International Financial Centre in Vietnam, they shall be transferred from the investment capital account to the payment account of the foreign investor or member enterprise opened at an authorized bank to carry out its project or other investment activities in Vietnam in accordance with investment law.
Article 13. Currency for the valuation and settlement of transfers
1. The valuation and settlement of transfers of capital or investment projects between non-resident investors; between a non-resident investor and a member enterprise; or between member enterprises may be made in foreign currency.
2. The valuation and settlement of transfers of investment projects under petroleum contracts, and transfers of participating interests and rights and obligations of the contractor under petroleum contracts, between non-resident investors; or between foreign investors in petroleum activities in Vietnam and resident investors may be made in foreign currency.
3. Except for the cases prescribed in clause 2 of this Article, the valuation and settlement of transfers of capital or investment projects between resident investors and non-resident investors, between resident investors and member enterprises, or between resident investors must be made in Vietnamese dong.
RESPONSIBILITIES OF THE PARTIES CONCERNED
Article 14. Responsibilities of authorized banks
1. Guide customers to comply with the regulations of this Circular and other relevant laws.
2. Issue internal regulations on documentation and procedures for opening and using investment capital accounts, and regulations on cash flow transparency when effecting fund transfers for investors and member enterprises (including the requirement to clearly state the amount and purpose of the transfer in each payment order), and publicly announce such regulations so that investors and member enterprises are aware of and may comply with them.
3. Examine and retain documents and vouchers appropriate to the actual transactions to ensure that foreign exchange services are provided for the intended purposes, in conformity with the provisions of this Circular and other relevant laws.
4. Comply with the law on anti-money laundering, counter-terrorist financing and counter-financing of proliferation of weapons of mass destruction.
5. Sell foreign currency to foreign investors and foreign-invested economic organizations for transfer abroad; sell foreign currency to member enterprises for transfer into the capital account opened at a member bank, on the basis of balancing the authorized bank’s own foreign currency resources and in conformity with law.
6. Sell foreign currency to contractors under petroleum contracts to make capital contributions in accordance with petroleum law.
7. Issue written confirmation or authenticated electronic confirmation by the bank, at the request of the account holder, of the account balance and transaction information on the payment account and investment capital account of investors, foreign-invested economic organizations and member enterprises.
8. Comply with the reporting requirements as prescribed in Article 17 of this Circular.
Article 15. Responsibilities of investors and member enterprises
1. Comply with the regulations on foreign exchange management in respect of foreign investment activities in Vietnam as prescribed in this Circular and other relevant laws.
2. Accurately and fully declare the details of transactions and clearly state the purpose of fund transfers relating to foreign investment activities in Vietnam; provide documents and vouchers as required and guided by the authorized bank; and bear full legal responsibility for the authenticity of documents and vouchers provided to the authorized bank.
3. After the investment registration certificate, enterprise registration certificate or equivalent documents are granted or adjusted by the competent authority, the entities prescribed in clause 1 of Article 6 are responsible for providing additional documents to the authorized bank at which the investment capital account is opened.
4. Comply with the reporting requirements as prescribed in clause 2 of Article 17 of this Circular.
Article 16. Responsibilities of Regional State Banks
1. Guide relevant organizations and individuals within their jurisdiction to fully comply with the provisions of this Circular.
2. Inspect, examine and supervise compliance with the regulations relating to the opening and use of investment capital accounts as prescribed in this Circular within their authority. Take actions against violations of the law on foreign exchange in accordance with law.
3. Coordinate with relevant agencies and organizations to carry out foreign exchange management in respect of foreign investment activities in Vietnam within their jurisdiction in accordance with law.
Article 17. Reporting requirements
1. Authorized banks shall submit periodic statistical reports in accordance with the current regulations of the State Bank of Vietnam on statistical reporting requirements.
2. In ad hoc cases or where necessary, the entities prescribed in Article 6 of this Circular and authorized banks shall submit reports on the relevant matters as required by the State Bank of Vietnam.
Article 18. Enforcement provisions
1. This Circular comes into force as of August 18, 2026.
2. Circular No. 06/2019/TT-NHNN providing guidance on foreign exchange management in respect of foreign direct investment activities in Vietnam ceases to be in force from the date this Circular comes into force.
3. Clauses 3 and 4 of Article 11 of Circular No. 03/2025/TT-NHNN on the opening and use of Vietnamese dong accounts for conducting indirect foreign investment activities in Vietnam cease to be in force from the date this Circular comes into force.
4. This Circular amends certain articles of Circular No. 16/2014/TT-NHNN providing guidance on the use of foreign currency accounts and Vietnamese dong accounts of residents and non-residents at authorized banks, as amended by Circular No. 49/2018/TT-NHNN, as follows:
a) Add the fourth indent to point d, clause 1 of Article 3, the third indent to point d, clause 1 of Article 4, the fourth indent to point d, clause 1 of Article 5 and the third indent to point d, clause 1 of Article 6: “- Receipt of foreign currency by bank transfer from the investment capital account of the entities eligible to open an investment capital account in accordance with the regulations of the Governor of the State Bank of Vietnam on foreign exchange management in respect of foreign investment activities in Vietnam”;
b) Add the fourth indent to point b, clause 1 of Article 7: “- Receipt of Vietnamese dong by bank transfer from the investment capital account of the entities eligible to open an investment capital account in accordance with the regulations of the Governor of the State Bank of Vietnam on foreign exchange management in respect of foreign investment activities in Vietnam”.
5. Replace the phrases “tài khoản vốn đầu tư trực tiếp” (direct investment capital account) and “tài khoản vốn đầu tư trực tiếp nước ngoài” (foreign direct investment capital account) with the phrase “tài khoản vốn đầu tư nước ngoài tại Việt Nam” (foreign investment capital account in Vietnam) in the Circulars of the Governor of the State Bank of Vietnam issued prior to the date this Circular comes into force.
6. Where legal normative documents referenced in this Circular are amended or replaced, the amending or replacing documents shall govern.
Article 19. Transitional provisions
1. Where a foreign-invested economic organization has opened a payment account to receive charter capital contribution funds prior to the date this Circular comes into force, the charter capital contribution funds may be transferred into the investment capital account of the foreign-invested economic organization opened in accordance with this Circular.
2. Foreign investors in petroleum activities that have conducted foreign investment activities in Vietnam prior to the date this Circular comes into force may open and use investment capital accounts in accordance with this Circular to carry out credit and debit transactions relating to foreign investment activities in Vietnam in the petroleum sector.
Where, prior to the date this Circular comes into force, a foreign investor in petroleum activities has opened a payment account to carry out credit and debit transactions relating to foreign investment activities in Vietnam in the petroleum sector in accordance with the law applicable at the time the transactions arose, such account may continue to be used until the opening of the investment capital account in accordance with this Circular has been completed. The transfer of the balance, rights and obligations to the investment capital account shall be made by agreement between the customer and the authorized bank, in compliance with the legal regulations on foreign exchange management. Within 12 months from the date this Circular comes into force, foreign investors in petroleum activities shall complete the opening of investment capital accounts in accordance with this Circular.
3. Within 12 months from the date this Circular comes into force, entities falling within the cases where the investment capital account must be closed as prescribed in points a(i) and a(ii), clause 5 of Article 7 of this Circular that have not yet done so must close the investment capital account in accordance with regulations.
Heads of units under the State Bank of Vietnam, authorized banks and relevant organizations and individuals are responsible for implementing this Circular.
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PP. GOVERNOR Pham Thanh Ha |
