Updated: 31 October 2026

From 18 August 2026, Circular No. 38/2026/TT-NHNN replaces Circular No. 06/2019/TT-NHNN on foreign exchange control for foreign direct investment in Vietnam. This note helps foreign investors and foreign-invested enterprises (FIEs) determine whether they must open an investment capital account, whether it can be opened before the Investment Registration Certificate (IRC) is issued, and which payments routed through the wrong channel attract penalties.

1. What Circular 38/2026/TT-NHNN changes

Circular No. 38/2026/TT-NHNN governs foreign exchange control over foreign investment in Vietnam and implements Foreign Exchange Ordinance No. 28/2005/PL-UBTVQH11 (as amended in 2013). Three points matter in practice:

• It replaces Circular No. 06/2019/TT-NHNN. Internal procedures and contract templates citing the old Circular should be updated.
• Account terminology. The Circular refers to the "investment capital account" in foreign currency and in VND.
• Opening before the IRC. This new rule resolves the situation where the company is incorporated first and the investment procedure follows.

The Circular does not apply to FIEs that are public companies listed or registered for trading on a stock exchange.

2. Who must open an investment capital account

Under Article 6 of the Circular, three common groups must open the account:

• Enterprises established by foreign investors, including 100% foreign-owned companies and joint ventures.
• Enterprises in which foreign investors hold more than 50% of the charter capital through capital contribution or the purchase of shares or capital.
• Foreign investors in BCC contracts or directly implementing PPP projects; one account per contract or project.

The 50% threshold applies only where a foreign investor contributes to or acquires an existing company. An enterprise established by a foreign investor must open the account regardless of ownership ratio. When foreign ownership crosses the threshold in either direction, opening or closing obligations change under Article 7.5 and 7.6, so the account channel should be confirmed before signing a deal.

3. Opening the account before the IRC is issued

Under Article 7.3, where a foreign investor establishes a company before carrying out the investment procedure, that company "may open one (01) investment capital account in foreign currency and/or one (01) investment capital account in Vietnamese dong before the Investment Registration Certificate is issued or adjusted" at the same licensed bank. The account "may only be used to receive charter capital and interest on the account balance", to pay lawful pre-investment costs and to refund capital if the IRC is not issued or adjusted.

This resolves a recurring difficulty: the company must contribute capital within the statutory period, while banks asked for the IRC before opening the account. The Ministry of Finance cited Article 7.3 when answering this question on the Government Electronic Newspaper on 15 October 2026.

Before the IRC, the account cannot be used for ordinary commercial payments or profit remittance. After the IRC, the same account is used for the transactions under Articles 8 and 9.

4. Number of accounts, changing banks and closing

Under Article 7.1, each FIE opens one foreign-currency account and/or one VND account at the same licensed bank, with one account per foreign currency. To change banks, the FIE opens a new account, transfers the full balance and closes the old one (Article 7.4). Article 7.5 lists cases requiring closure, including where no foreign investor remains, where foreign ownership falls to 50% or below after a transfer or change of charter capital, and where the company becomes listed or registered for trading. Conversely, when foreign ownership rises above 50%, the account must be opened (Article 7.6). Exceptions exist, so check with the bank before closing.

5. Which cash flows must pass through the account

Article 4 allows capital contributions in foreign currency or VND; cash contributions must be transferred into the investment capital account. Articles 8 and 9 list the main receipts and payments:

Capital transfers between a non-resident investor and a resident investor must pass through the investment capital account (Article 10) and be paid in VND (Article 13).

6. Repatriation of capital and profits

Article 11 of the Law on Investment No. 143/2025/QH15 guarantees that "after fully performing their financial obligations to the State of Vietnam in accordance with law, foreign investors may transfer abroad" their invested capital and liquidation proceeds, income from business investment, and other lawful money and assets. Under Articles 11 and 12 of the Circular, these transfers go through the investment capital account, save for certain special cases. Under Article 15, investors must declare the purpose of the transfer truthfully and present supporting documents requested by the bank, so financial statements, profit distribution resolutions and tax records should match.

7. Transitional rules

Where charter capital was received into an ordinary payment account before the Circular took effect, Article 19 provides for moving those funds into the investment capital account. Accounts that should have been closed but were not are dealt with within 12 months from 18 August 2026.

8. Penalties

Decree No. 340/2025/ND-CP on administrative sanctions in the monetary and banking sector took effect on 9 February 2026. Article 27.4 imposes "a fine of VND 30,000,000 to VND 50,000,000 for any of the following violations", including at point (d) failure to comply with the rules on opening, closing and using accounts in Vietnam for foreign investment, and at point (g) money transfers for foreign investment not in accordance with law. These amounts apply to individuals; organisations are fined double, i.e. VND 60–100 million.

9. Practical notes

Common risks:

• Capital contributions sent to the company's ordinary payment account.
• An acquisition takes foreign ownership above 50% but no investment capital account is opened.
• A foreign buyer pays a resident seller in foreign currency, contrary to the payment currency rule.
• The early-opened account is used beyond its permitted scope.

Impact. Besides fines, using the wrong channel delays profit remittance, capital withdrawal and project transfers, and raises issues in M&A due diligence.

Recommendations: review the ownership structure before each capital increase or transfer; align the contribution schedule with the Law on Enterprises deadline and the investment procedure; update payment clauses in transfer agreements.

10. Frequently asked questions

Is there a State fee for opening the account?
The Circular sets no State fee; the bank's tariff applies.

What is the capital contribution deadline?
It follows the Law on Enterprises; the Q&A published on the Government Electronic Newspaper on 15 October 2026 states 90 days.

What documents are needed to open the account?
Opening and closing follow the State Bank's rules on payment accounts (Article 7.7); the exact list depends on the bank.

Capital was received into an ordinary account. What now?
For funds received before 18 August 2026, Article 19 provides for transfer into the investment capital account. Later receipts require remedial advice to limit penalty risk.

11. How 7S Law can help

• Confirm whether an account is required and the correct channel based on the actual ownership structure; review payment and currency clauses in capital transfer agreements.
• Plan the sequence of incorporation, account opening, capital contribution and IRC issuance or adjustment; prepare bank documents.
• Handle company formation for foreign investors end to end.

Appendix: Legal basis

Quoted provisions are unofficial translations by 7S Law.

Author: Lawyer Hoang Thi Thuong

This article is for reference only and reflects the law in force at the date of update. Please consult a lawyer on your specific case before acting.

Contact 7S Law: +84 877 523 888 – lienhe@7slaw.vn