Frequently Asked Questions Regarding Foreign Investment Capital Transfer in FDI Enterprises

1) Question: Can a security deposit transferred from abroad be credited as a capital contribution?

During the pre-licensing stage, in order to place a security deposit for land to construct a factory within an industrial zone, my enterprise transferred funds directly from an overseas bank account to the Industrial Zone Management Board without routing through a payment account opened at an authorized bank in Vietnam. Under Article 8 of Circular No. 06/2019/TT-NHNN, funds transferred into Vietnam by a foreign investor to execute pre-investment activities may be converted, partially or entirely, into capital contributions upon the issuance of an Investment Registration Certificate (IRC). In this case, once the enterprise is granted the IRC and other statutory documents, can the aforementioned overseas security deposit be recognized as a valid capital contribution?

Response: The State Bank of Vietnam addresses this matter as follows:

Pursuant to Article 8 of Circular No. 06/2019/TT-NHNN guiding the foreign exchange management of foreign direct investment activities in Vietnam, prior to the issuance of an IRC, foreign investors are permitted to transfer funds from abroad or use funds from their foreign currency or Vietnamese Dong payment accounts opened at authorized banks in Vietnam to pay for legitimate expenses during the pre-investment stage in Vietnam.

Following the issuance of the IRC, the funds transferred into Vietnam by the foreign investor to perform pre-investment activities may be used to convert partially or entirely into capital contributions based on mutual agreements between the relevant parties and supported by valid documents and vouchers.

Accordingly, from a foreign exchange management perspective, if a foreign investor directly transfers funds from abroad to pay a security deposit for pre-investment activities, it shall comply with the aforementioned provisions provided that the expenditure is legitimate and substantiated by adequate and valid documentation.

However, determining whether the aforementioned security deposit is recognized as the investor's contributed capital does not fall within the state foreign exchange administration mandates of the State Bank of Vietnam under Clause 14, Article 2 of Decree No. 26/2025/ND-CP governing the functions, tasks, powers, and organizational structure of the State Bank of Vietnam (as amended and supplemented).

You are advised to consult relevant legal regulations and contact the competent authority for specific guidance.

2) Question: Is paying factory lease fees in USD permissible during the pre-investment stage?

A foreign investor (non-resident) entered into a factory lease contract with a company located in an industrial zone during the pre-investment stage. May the foreign investor execute this factory lease agreement with the deposit amount and rental fees denominated in USD? Can the foreign investor transfer USD directly from an overseas account to the lessor's USD account in Vietnam? If the foreign investor maintains a USD account in Vietnam, is domestic USD payment to the lessor permitted?

Response: The State Bank of Vietnam addresses this matter as follows:

Pursuant to Clause 1, Article 8 of Circular No. 06/2019/TT-NHNN guiding foreign exchange management for foreign direct investment in Vietnam, the pre-investment stage refers to the period before the competent authority issues an Investment Registration Certificate, a Notice of eligibility for capital contribution or share/capital stake acquisition, an Establishment and Operation License under specialized legislation, or before the execution of a PPP contract. During this period, foreign investors may transfer funds from abroad or utilize funds in their foreign currency or Vietnamese Dong payment accounts opened at authorized banks in Vietnam to settle legitimate expenses incurred during pre-investment activities in Vietnam.

Source: Government Electronic Information Portal.