New Regulations on Foreign Investment Capital Accounts Under Circular No. 38/2026/TT-NHNN

I. Standardization of the term "Foreign investment capital account in Vietnam"

Pursuant to Clause 5, Article 18 of Circular 38: "5. Replace the terms 'direct investment capital account' and 'foreign direct investment capital account' with the term 'foreign investment capital account in Vietnam' in the Circulars of the Governor of the State Bank of Vietnam issued before the effective date of this Circular."

Thus, starting from August 18, 2026, the concepts of direct investment capital accounts or foreign direct investment capital accounts will no longer exist; only the standardized term foreign investment capital account in Vietnam shall be applied.

II. Transfer of funds for pre-investment activities

1. Prior to being granted the Investment Registration Certificate, the Notice on satisfaction of conditions for capital contribution/share purchase/purchase of capital contribution portion by foreign investors, the Enterprise Registration Certificate, or the Establishment and Operation License under specialized legislation (for foreign-invested economic organizations established and operating under specialized laws), or prior to the execution of a PPP contract, the payment of legitimate expenses during the pre-investment stage in Vietnam shall be executed as follows:

a) Foreign investors may transfer funds from abroad or from their payment accounts opened at authorized banks in Vietnam;

b) Member enterprises may transfer funds from their payment accounts opened at authorized banks in Vietnam.

2. After being granted the Investment Registration Certificate, the Notice on satisfaction of conditions for capital contribution/share purchase/purchase of capital contribution portion by foreign investors, the Enterprise Registration Certificate, the Establishment and Operation License under specialized legislation, or after the PPP contract has been signed, the funds transferred by the foreign investor or member enterprise under Clause 1 of this Article may be utilized to:

a) Convert partially or entirely into contributed capital;

b) Convert partially or entirely into a foreign loan of the foreign-invested economic organization. In case of conversion into a foreign loan, the foreign-invested economic organization must comply with legal regulations on foreign debt borrowing and repayment;

c) Refund the pre-investment funds to the foreign investor or member enterprise after deducting legitimate expenses incurred for pre-investment activities in Vietnam.

3. Transactions specified in Clause 2 of this Article shall be executed upon presentation of valid documents proving the transferred amounts and legitimate expenses related to pre-investment activities in Vietnam, ensuring compliance with foreign exchange regulations, investment laws, accounting regulations, and other relevant laws.

4. Where a foreign investor has established an economic organization prior to completing procedures for the issuance or amendment of the Investment Registration Certificate and has opened an investment capital account pursuant to Clause 3, Article 7 of this Circular, fund transfers for pre-investment activities shall be executed via such opened investment capital account.

III. Principles of opening and using investment capital accounts

1. Entities specified in Article 6 of this Circular may open 01 (one) investment capital account in foreign currency and/or 01 (one) investment capital account in Vietnamese Dong at the same authorized bank.

2. In case of capital contribution in multiple foreign currencies, 01 (one) investment capital account may be opened corresponding to each foreign currency at the same authorized bank to execute collection and payment transactions in accordance with Article 8 of this Circular.

3. In case of executing multiple BCCs, petroleum contracts, or PPP projects, each foreign investor or member enterprise must open a separate investment capital account for each contract or PPP project.

4. For each BCC, petroleum contract, or PPP project, the foreign investor or member enterprise may open 01 (one) investment capital account in foreign currency corresponding to each currency and/or 01 (one) investment capital account in Vietnamese Dong at the same authorized bank.

Where a foreign investor establishes an economic organization prior to performing the procedures for the issuance or amendment of an Investment Registration Certificate, such foreign-invested economic organization may open 01 (one) investment capital account in foreign currency and/or 01 (one) investment capital account in Vietnamese Dong at the same authorized bank before obtaining or amending the Investment Registration Certificate. Such account shall solely be used to receive charter capital and interest earned on account balance; pay legitimate pre-investment expenses in Vietnam; and refund capital to the investor or member enterprise if the Investment Registration Certificate is not issued or amended.

After obtaining or amending the Investment Registration Certificate, such entities may open additional investment capital accounts in other foreign currencies under Clause 1 of this Article and utilize the opened account to perform collection and payment transactions under Articles 8 and 9 of this Circular.

5. In case of changing the authorized bank where the investment capital account is maintained, the entities specified in Article 6 of this Circular shall adhere to the following principles:

a) Open a new investment capital account at another authorized bank, transfer the entire balance from the previous investment capital account to the new account, and then close the old account;

b) The new investment capital account shall only be used for collection and payment transactions specified in Articles 8 and 9 of this Circular after completing the steps in Point a of this Clause, except for the transaction receiving the transferred balance from the previously opened account.

6. Except where the investment capital account is currently used for foreign borrowing/debt repayment transactions or other legal payment obligations, the entities specified in Article 6 of this Circular must close the investment capital account in accordance with the following rules:

a) Entities specified in Point a, Clause 1, Article 6 of this Circular must close their investment capital accounts in the following cases:

(i) No foreign investor or member enterprise holds shares or capital contributions in that economic organization;

(ii) The Investment Registration Certificate is not granted or amended under investment laws, and the contributed capital has been refunded to the foreign investor or member enterprise;

(iii) Dissolution, bankruptcy, or termination of operations under the law;

(iv) Transfer of the investment project resulting in a change in the original registered legal entity of the economic organization.

b) Entities specified in Clause 1, Article 6 of this Circular must close their investment capital accounts in the following cases:

(i) Upon completion of the transfer of shares/capital contribution or change of charter capital in the economic organization specified in Point b, Clause 1, Article 6 of this Circular, resulting in the ownership ratio of foreign investors/member enterprises becoming equal to or less than 50%;

(ii) After the foreign-invested economic organization becomes a public company with shares listed or registered for trading on a Stock Exchange.

After closing the account pursuant to this point, foreign investors or member enterprises retaining shares or capital contributions shall execute collection and payment transactions via indirect investment capital accounts under foreign exchange regulations on foreign indirect investment in Vietnam.

c) If the investment capital account is closed under Point a of this Clause, capital refunds and other lawful revenues arising from investment activities/projects of the foreign investor in that economic organization, as well as lawful revenues arising from investments from an International Financial Center in Vietnam into the rest of Vietnam or from the project of the member enterprise in that economic organization, shall be transferred to:

(i) The foreign currency or Vietnamese Dong payment account of the foreign investor opened at an authorized bank, or remitted abroad;

(ii) The foreign currency or Vietnamese Dong payment account opened at an authorized bank, or the capital account of the member enterprise opened at a member bank.

7. Where an increase in ownership ratio results in foreign investors or member enterprises holding more than 50% of the charter capital of a foreign-invested economic organization, such economic organization must open an investment capital account pursuant to this Circular; the foreign investor or member enterprise shall close any previously opened indirect investment capital account if they no longer engage in foreign indirect investment activities in Vietnam.

8. Procedures for opening and closing investment capital accounts shall comply with the regulations of the Governor of the State Bank of Vietnam on opening and using payment accounts at payment service providers.

IV. Payment of transfer value

1. Payment for the transfer of shares and capital contributions in foreign-invested economic organizations specified in Clause 1, Article 6 of this Circular shall be executed as follows:

a) Transactions between non-resident investors; between member enterprises; between a member enterprise and a non-resident investor; or between resident investors shall not be executed via the investment capital account;

b) Transactions between a member enterprise and a resident investor, or between a non-resident investor and a resident investor must be executed via the investment capital account.

2. In a BCC, payment of the project transfer value 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 executed via the investment capital account.

3. In a PPP project, payment of the project transfer value between non-resident investors, or between a non-resident investor and a resident investor directly executing the PPP project, must be executed via the investment capital account.

4. In a petroleum contract, payment for the transfer of the project, participating interests, or rights and obligations of contractors between a non-resident investor and a resident investor must be executed via the investment capital account.

V. Remittance of profits and lawful revenues of foreign investors and member enterprises

1. The offshore remittance of profits and lawful revenues by foreign investors, or the transfer of profits and lawful revenues from investments made from an International Financial Center in Vietnam into the rest of Vietnam by member enterprises into capital accounts opened at member banks, must be executed via the investment capital account, except for the cases specified in Point c, Clause 5, Article 7 of this Circular.

2. Where profits and lawful revenues are not remitted abroad or not transferred into the International Financial Center in Vietnam, they may be transferred from the investment capital account to the payment account of the foreign investor or member enterprise opened at an authorized bank to execute other projects or investment activities in Vietnam in accordance with investment legislation.

VI. Currencies used for valuation and payment of transfer value

1. Valuation and payment for the transfer of capital or investment projects between non-resident investors, between a non-resident investor and a member enterprise, or between member enterprises may be executed in foreign currency.

2. Valuation and payment for the transfer of investment projects, participating interests, or rights and obligations of contractors under a petroleum contract between non-resident investors, or between a foreign investor in petroleum activities in Vietnam and a resident investor, may be executed in foreign currency.

3. Except for the case specified in Clause 2 of this Article, the valuation and payment for the transfer of capital or investment projects between a resident investor and a non-resident investor, between a resident investor and a member enterprise, or between resident investors must be executed in Vietnamese Dong.

View the full text of Circular 38 here.