Tiếng Việt
Since mid-August 2026, a wide range of regulations on account opening, capital transfer, and profit remittance for foreign investors in Vietnam has officially changed, as Circular 38/2026/TT-NHNN (“Circular 38”) fully replaces Circular 06/2019/TT-NHNN (“Circular 06”), which had been in effect for the past seven years, in order to align with the 2025 Investment Law and the new legal framework on the International Financial Center (“IFC”) in Vietnam. The article below highlights the most notable changes that foreign-invested enterprises need to be aware of: expanding the scope of application to member enterprises of the IFC; allowing an investment capital account to be opened as soon as the Enterprise Registration Certificate (“ERC”) is issued, without having to wait for the Investment Registration Certificate (“IRC”) as before; adding separate provisions for the transfer of participating interests by petroleum contractors; broadening the scope for using capital, profits, and lawful income for on-the-spot reinvestment; and several transitional deadlines that enterprises should keep in mind.
- Expanding the scope of entities permitted to open investment capital accounts
Compared to Circular 06, Circular 38 has expanded the scope of application in order to address practical shortcomings as well as to update the new entities in the enterprise and financial ecosystem. Specifically:
| Provisions under Circular 06
(Article 2) |
Provisions under Circular 38
(Article 2) |
Comments |
| 1. Enterprises with foreign direct investment capital as defined in Clause 2, Article 3 of this Circular. | 1. Economic organizations with foreign investment capital as defined in Clause 1, Article 6 of this Circular. | The definition of “Enterprise with foreign investment capital” has been revised to “Economic organization with foreign investment capital” (Clause 1, Article 6 of Circular 38).
A notable feature of this new provision is the addition of a new entity — the “member enterprise” — in order to broaden the legal framework for the operation of the IFC at present. |
| 2. Foreign investors and Vietnamese investors in an enterprise with foreign direct investment capital. | 2. Foreign investors and domestic investors contributing capital to an economic organization with foreign investment capital as defined in Clause 1, Article 6 of this Circular. | |
| 3. Foreign investors participating in a business cooperation contract (hereinafter referred to as a BCC) | 3. Foreign investors participating in a business cooperation contract (hereinafter referred to as a “BCC contract”). | Unchanged |
| 4. Foreign investors participating in an investment contract under the public-private partnership form (hereinafter referred to as PPP) | 4. Foreign investors directly implementing an investment project under the public-private partnership method (hereinafter referred to as PPP) where no PPP project enterprise is established. | Added, clarifying the scope of application “where no PPP project enterprise is established”. |
| 5. Organizations and individuals related to direct foreign investment activities into Vietnam | 7. Authorized banks, and organizations and individuals related to foreign investment activities in Vietnam and to investment activities from the International Financial Center in Vietnam into the rest of Vietnam. | Added, further clarifying banks as an entity and the scope of investment from the IFC |
| 5. Operators and contractors that are foreign investors under petroleum contracts and agreements in the petroleum sector signed on behalf of the State or the Government of the Socialist Republic of Vietnam with a foreign contracting party. | Added an entity related to petroleum contracts and agreements in the petroleum sector signed by the Government with foreign parties. | |
| 6. Member enterprises within the International Financial Center in Vietnam (hereinafter referred to as member enterprises) as defined in Clause 6, Article 3 of Decree No. 329/2025/ND-CP. | Added the entity of member enterprises within the IFC |
- Allowing an investment capital account to be opened before obtaining the IRC
This is the amendment most eagerly awaited by enterprises and banks, directly addressing a legal gap that arose once the 2025 Investment Law officially allowed foreign investors to establish an enterprise before having an investment project.
Accordingly, Article 19 of the 2025 Investment Law still retains the traditional sequence of applying for and adjusting the IRC before establishing the economic organization and applying for the ERC on the basis of the IRC already obtained. Meanwhile, under Clause 2, Article 19 of the 2025 Investment Law has added a new sequence, allowing foreign investors to first establish the economic organization and only then carry out the procedure for obtaining the IRC afterward, provided market-access conditions are met. However, Circular 06 was built solely around the traditional sequence, under which opening a direct investment capital account (DICA) required an IRC as a mandatory basis. As a result, enterprises that chose the new sequence under Clause 2, Article 19 of the Investment Law encountered considerable difficulties when working with banks to remit funds from abroad for capital contribution within the 90-day period while no IRC had yet been issued.
Under Clause 3, Article 7 of Circular 38, this issue now has a solution, specifically: where a foreign investor establishes an economic organization before carrying out the procedure for issuing or adjusting the IRC, that economic organization may open one investment capital account in foreign currency and/or one investment capital account in Vietnamese dong directly at an authorized bank, before obtaining the IRC. This account may only be used for three purposes: (i) receiving charter capital and interest on the account balance; (ii) paying lawful expenses relating to investment-preparation activities; and (iii) refunding capital to the investor if no IRC is issued. Once the IRC is obtained, the enterprise may open additional accounts in other foreign currencies and make full use of receipts and payments in accordance with general regulations.
This mechanism also links to Article 5 of Circular 38 on remittances for investment-preparation activities: where an enterprise has opened an investment capital account under the mechanism of first applying for the ERC and later applying for the IRC, all remittances for investment preparation will pass through that same account instead of having to be processed through a separate payment account and then regularized afterward. This directly resolves a shortcoming of the old mechanism, under which, because the company in Vietnam did not yet legally exist, the foreign investor had to pay investment-preparation costs upfront, making it difficult to issue invoices and record these costs for the company after its establishment.
- Adding provisions on the transfer of participating interests by petroleum contractors
Circular 06 was previously built mainly around the model of enterprises with foreign investment capital and BCC and PPP contracts, without separate, complete provisions for transfer transactions in the petroleum sector — a sector with the distinctive feature of contracts signed on behalf of the State or the Government with foreign parties. Circular 38 adds an entire set of provisions for petroleum contractors, running throughout several articles.
Specifically, Clause 4, Article 10 of Circular 38 provides that: under a petroleum contract, payment for the transfer value of an investment project, the transfer of participating interests, and the rights and obligations of a contractor between a non-resident investor and a resident investor must be carried out through an investment capital account. This provision is further reinforced under Articles 8 and 9 of Circular 38, which list receipts from “transfers of payment for the value of capital transfers, investment project transfers, transfers of participating interests, and the rights and obligations of a contractor” as a valid receipt transaction on an investment capital account
In addition, Article 13.2 of Circular 38 allows the valuation and payment of the transfer value of a project or participating interest under a petroleum contract between non-resident parties, or between a foreign investor in petroleum operations and a resident investor, to be conducted in foreign currency.
- Broadening the scope for using capital, profits, and lawful income to facilitate reinvestment
A clear policy-oriented new feature is that the Circular significantly relaxes the use of capital, profits, and lawful income of foreign investors and member enterprises directly within Vietnam, instead of the previous default approach of channeling cash flows abroad under the earlier tightly controlled mindset. Under Clause 2, Article 11 and Clause 2, Article 12 of Circular 38, where a foreign investor or member enterprise does not remit capital, profits, and lawful income abroad or into the International Financial Center, such amounts may be transferred from the investment capital account to the payment account of that same investor or member enterprise, opened at an authorized bank in Vietnam, in order to implement the project or other investment activities in Vietnam in accordance with investment law.
Point d, Clause 1, Article 9 of Circular 38 also further specifies that, for transactions in Vietnamese dong, profits distributed in Vietnamese dong from foreign investment activities in Vietnam, or from the investment activities of a member enterprise of the IFC, may be transferred into the investment capital account to “increase capital or expand investment operations in Vietnam” effectively formalizing the flow of reinvestment capital directly within the regulations on investment capital accounts, rather than having to be processed as an outbound remittance that is later recycled back. This design reduces procedures and foreign-exchange transaction costs for investors seeking on-the-spot reinvestment, in line with the policy direction of encouraging foreign capital to remain and expand in scale within Vietnam rather than being withdrawn an objective frequently mentioned in recent investment-attraction policies.
