Vietnam revises foreign exchange framework for foreign investment

28 October 2026

On 18 August 2026, the State Bank of Vietnam (“SBV”) Circular No. 38/2026/TT-NHNN (“Circular 38”) regulating foreign exchange management for foreign investment activities in Vietnam came into effect. It replaces Circular No. 06/2019/TT-NHNN on foreign exchange management for foreign direct investment activities in Vietnam (“Circular 06”).

Circular 38 regulates, among other things, the opening and use of foreign currency and Vietnamese dong (“VND”) investment capital accounts, capital contributions, transfers of capital, profits and other lawful income, transfers of investment capital and investment projects, and other money transfers relating to foreign investment activities in Vietnam. It also applies to investment from an International Financial Centre (“IFC”) in Vietnam into the rest of Vietnam.

Overview

Vietnam’s foreign exchange framework requires specified foreign investment transactions to be conducted through designated investment capital accounts. Circular 38 defines a “foreign investment capital account in Vietnam” (“investment capital account”) as a foreign currency or VND payment account opened at an authorised bank for receipts and payments relating to foreign investment activities in Vietnam and investment activities from an IFC into the rest of Vietnam.

Circular 38 applies investment capital account requirements to specified foreign invested enterprises (“FIEs”), foreign investors participating in business cooperation contracts (“BCCs”), foreign investors directly implementing certain public-private partnership (“PPP”) projects, foreign investors acting as operators or contractors under specified petroleum contracts and agreements, and IFC member enterprises.

FIEs required to open an investment capital account include economic organisations established by foreign investors or IFC member enterprises and economic organisations in which foreign investors or IFC member enterprises hold more than 50% of the charter capital. PPP project enterprises established by foreign investors, and foreign investors directly implementing PPP projects where no project enterprise is established, are also covered.

Circular 38 does not apply to the foreign exchange management of FIEs that are public companies whose shares are listed or registered for trading on a stock exchange. Specified foreign exchange matters relating to investment and securities transactions on the securities market also fall outside its scope.

Subject to certain exceptions, when an FIE becomes a public company with shares listed or registered for trading, its investment capital account must be closed, and foreign investors or IFC member enterprises that continue to hold shares or capital contributions must conduct transactions relating to those investments through an indirect investment account.

Opening and use of investment capital accounts

Entities subject to the investment capital account requirements may open one investment capital account in foreign currency and/or one investment capital account in VND at the same authorised bank. Where capital is to be contributed in more than one foreign currency, one investment capital account may be opened for each relevant foreign currency at that bank.

Where a foreign investor or IFC member enterprise carries out more than one BCC, petroleum contract, or PPP project, a separate investment capital account must be opened for each contract or PPP project.

Circular 38 also permits an investment capital account to be opened before the grant or amendment of an investment registration certificate (“IRC”) in specified circumstances. An economic organisation established before completing the procedures to obtain or amend an IRC may open one foreign currency investment capital account, one VND investment capital account, or both.

Until the IRC is granted or amended, the investment capital account may only be used to receive charter capital and interest accrued on the account balance, pay lawful expenses relating to investment preparation activities in Vietnam, and refund capital where the IRC is not granted or amended. Once the IRC has been granted or amended, additional investment capital accounts in other foreign currencies may be opened where applicable and the existing account may be used for the other transactions permitted under Circular 38.

Where an entity changes its authorised bank, it must open a new investment capital account at another authorised bank, transfer the entire balance of the existing account to the new account, and close the old account.

Capital contributions and investment preparation funds

Investors and IFC member enterprises may make capital contributions in foreign currency or VND in accordance with the relevant investment, enterprise, or other documentation evidencing the contribution. Monetary capital contributions must be made by account transfer into the applicable foreign currency or VND investment capital account.

Domestic investors may make capital contributions using their own foreign currency funds. Foreign contractors under specified petroleum contracts and agreements may also purchase foreign currency from authorised banks to make capital contributions in accordance with petroleum legislation.

Where capital is contributed in multiple currencies, the investor or IFC member enterprise may select one of the contribution currencies specified in the relevant documentation as the currency used to convert and determine the aggregate value of the contribution. That currency must then be used consistently throughout the contribution process. The aggregate value after conversion must not exceed the contribution amount specified in the relevant documentation, and the applicable exchange rate is the rate applied by the authorised bank when the funds are credited to the investment capital account.

Investors and IFC member enterprises may also transfer funds into an investment capital account for a capital contribution, change in capital contribution, or change in contribution ratio before the FIE completes the procedures for registering the corresponding increase in charter capital or change in capital contribution or contribution ratio.

Circular 38 separately regulates funds transferred for investment preparation activities before the relevant investment or enterprise approvals or documentation are obtained. Once the relevant approval or documentation has been obtained, such funds may, subject to the prescribed requirements, be converted wholly or partly into a capital contribution or into a foreign loan of the FIE, or refunded to the foreign investor or IFC member enterprise after deduction of lawful investment preparation expenses.

Where an investment capital account has already been opened, transfers relating to investment preparation activities must be made through that account.

Transfers of capital, profits, and lawful income

Circular 38 prescribes the permitted receipts and payments through foreign currency and VND investment capital accounts. These include capital contributions, specified payments relating to transfers of capital or investment projects, refunds where transfers are not completed, certain share premiums and petroleum-related receipts, and specified transactions relating to foreign loans. The accounts may also be used for transfers of capital, profits, and lawful income in accordance with Circular 38. Circular 38 expressly permits transfer consideration to be received and refunded through an investment capital account where a transfer does not complete.

Where a foreign investor transfers capital abroad following a reduction in capital, transfer, or completion, liquidation, or termination of an investment project or relevant contract, the transfer must in principle be made through the investment capital account, subject to the exceptions specified in Circular 38. Similar rules apply where an IFC member enterprise transfers capital to its capital account at a member bank.

Where the capital is retained in Vietnam instead, it must be transferred from the investment capital account to the foreign investor’s or IFC member enterprise’s payment account at an authorised bank for use in other projects or investment activities in Vietnam in accordance with investment legislation.

A similar regime applies to profits and lawful income. Transfers abroad of profits and lawful income earned by a foreign investor from its investment activities in Vietnam must be made through the investment capital account. For an IFC member enterprise, transfers of profits and lawful income from investments in the rest of Vietnam to its capital account at a member bank must similarly be made through the investment capital account, subject to the exceptions in Circular 38.

Where those amounts are retained in Vietnam, they must be transferred from the investment capital account to the foreign investor’s or IFC member enterprise’s payment account at an authorised bank for use in other projects or investment activities in Vietnam.

Payment for transfers

Payments for transfers of shares or capital contributions in a foreign-invested economic organisation are not required to be made through an investment capital account where the transfers are between non-resident investors, between IFC member enterprises, between an IFC member enterprise and a non-resident investor, or between resident investors. By contrast, transfers between an IFC member enterprise and a resident investor, or between a non-resident investor and a resident investor, must be made through the investment capital account.

Specific investment capital account requirements also apply to transfers of investment projects under BCCs and PPP projects and to specified transfers under petroleum contracts.

Circular 38 also regulates the currency in which transfers may be valued and settled. Transfers of capital or investment projects between non-resident investors, between a non-resident investor and an IFC member enterprise, or between IFC member enterprises may be valued and settled in foreign currency. Certain transfers involving petroleum contracts may also be valued and settled in foreign currency. Except for these specified cases, transfers between resident and non-resident investors, between resident investors and IFC member enterprises, or between resident investors must be valued and settled in VND.

Changes in foreign ownership and closure of investment capital accounts

Circular 38 also addresses changes that affect whether an investment capital account is required. Where, following a transfer of shares or capital contributions or a change in charter capital, foreign investors or IFC member enterprises hold 50% or less of the charter capital of an economic organisation, the investment capital account must be closed. Foreign investors and IFC member enterprises that continue to hold shares or capital contributions in the organisation must thereafter carry out transactions relating to that investment through an indirect investment account in accordance with the applicable foreign exchange rules for indirect foreign investment.

Conversely, where a foreign investor or IFC member enterprise increases its ownership so that it holds more than 50% of the charter capital of an FIE, the organisation must open an investment capital account in accordance with Circular 38.

Transitional arrangements

Circular 38 came into effect on 18 August 2026, replacing Circular 06. Circular 38 also replaces references to “direct investment capital account” and “foreign direct investment capital account” in earlier SBV circulars with the term “foreign investment capital account in Vietnam”.

Circular 38 contains transitional provisions for existing arrangements, including:

• FIEs that had opened payment accounts to receive charter capital contributions before the Circular took effect may transfer those funds to investment capital accounts opened under Circular 38;
• Foreign investors in petroleum activities that commenced investment activities before Circular 38 took effect may open investment capital accounts under the new regime. Where such investors had previously used payment accounts for their petroleum investment activities, those accounts may continue to be used until the required investment capital account is opened. Investment capital accounts must be opened within 12 months from 18 August 2026; and
• Certain other entities required under Circular 38 to close existing investment capital accounts are likewise given 12 months from its effective date to do so.