Investment Capital Account in Vietnam: Circular 38 Guide
An investment capital account in Vietnam is a bank account used to process specified capital contributions, investment transfers, profit remittances and other cash flows connected with foreign investment.
From August 18, 2026, the principal rules governing these accounts are set out in Circular 38/2026/TT-NHNN. The Circular introduces the broader concept of an “investment capital account” and replaces the previous terminology referring to direct investment capital accounts in earlier State Bank of Vietnam regulations.
For foreign investors, the change is more than a new account name. Circular 38 expands the categories of investors covered, clarifies when an account may be opened before an Investment Registration Certificate is issued, establishes rules for contributions in multiple currencies and provides more detailed instructions for share transfers, capital remittances and account closure.
This guide explains how the investment capital account framework works and what foreign-invested companies should do to remain compliant.
Investment Capital Account Rules at a Glance
Compliance question | General rule under Circular 38 |
Effective date | August 18, 2026 |
Previous regulation replaced | Circular 06/2019/TT-NHNN |
Account currencies | Foreign currency and/or Vietnamese dong |
Number of accounts | Normally one account for each currency at the same authorized bank |
Early account opening | Permitted in specified cases before an IRC is issued or adjusted |
Capital contribution | Must generally be transferred into the appropriate investment capital account |
Multiple contribution currencies | Permitted, subject to conversion and contribution-limit rules |
M&A payments | Account routing depends on the resident status and category of the parties |
Profit remittance | Generally processed through the investment capital account |
Foreign ownership changes | May create an obligation to open or close the account |
Bank documentation | Determined partly by each authorized bank’s internal procedures |
What Is an Investment Capital Account in Vietnam?
Circular 38 defines the foreign investment capital account in Vietnam as a payment account denominated in foreign currency or Vietnamese dong and opened at an authorized bank by an eligible account holder.
The account is used for regulated receipts and payments related to foreign investment in Vietnam, including:
Capital contributions;
Payments for certain share, capital or project transfers;
Remittance of investment capital;
Distribution and remittance of profits;
Receipt and repayment of certain foreign loans;
Capital reductions and project liquidation;
Refunds when an investment or transfer is not completed; and
Other lawful investment-related receipts and payments.
An investment capital account is different from the company’s ordinary payment account. The payment account supports normal operating expenses and revenue, while the investment capital account provides a controlled channel for investment-related capital flows.
Using an ordinary operating account for a transaction that should pass through the investment capital account can create difficulties when the company later needs to prove its capital contribution, register a change or remit profits overseas.
Is an Investment Capital Account the Same as a DICA?
The accounts perform many of the functions previously associated with a Direct Investment Capital Account, commonly abbreviated as DICA.
However, Circular 38 adopts a broader regulatory term: the foreign investment capital account in Vietnam, referred to in this guide as the investment capital account or ICA.
The Circular also replaces references to “direct investment capital account” and “foreign direct investment capital account” in earlier State Bank regulations with the new terminology.
Existing companies should not assume that the terminology change automatically requires them to close a compliant account and open a new one. They should first confirm with their bank whether an administrative update, account redesignation or additional documentation is required.
Who Must Open an Investment Capital Account?
The requirement is determined by the investor, the investment structure and, in some cases, the foreign ownership ratio.
The main account holders covered by Circular 38 include the following.
1. Companies established by foreign investors
An economic organization established by a foreign investor under Vietnamese investment law falls within the investment capital account framework.
This category is important because the requirement does not depend exclusively on whether foreign ownership is currently above 50 percent. How the company was established must also be considered.
2. Companies exceeding the 50 percent foreign ownership threshold
An existing company must enter the investment capital account framework when foreign investors or qualifying member enterprises acquire shares or capital and hold more than 50 percent of its charter capital.
If the acquisition raises foreign ownership from 50 percent or below to more than 50 percent, the company should review its banking arrangements and open the required account.
3. PPP project enterprises
A public-private partnership project enterprise established by a foreign investor is covered by the Circular.
4. Foreign investors participating in BCCs
Foreign investors and qualifying member enterprises participating in Business Cooperation Contracts must open accounts appropriate to the relevant contract.
Where an investor participates in multiple BCCs, a separate investment capital account is generally required for each contract.
5. Foreign investors directly implementing PPP projects
Foreign investors directly implementing a PPP project without establishing a separate PPP project enterprise are also covered.
6. Foreign investors in petroleum activities
Specified foreign contractors and operators participating in petroleum contracts or agreements entered into on behalf of the Vietnamese State or Government fall within the framework.
The 50 Percent Threshold: An Important Distinction
The 50 percent threshold should not be applied in isolation.
Consider the difference between these two cases:
Case 1: A company was established by a foreign investor.The company falls within the framework because of how it was established. A later reduction in foreign ownership to 50 percent or below does not necessarily produce the same result as it would for a company entering the framework through an acquisition.
Case 2: An existing Vietnamese company became foreign-invested through an acquisition.If foreign ownership exceeded 50 percent following the transaction, the company must open an investment capital account. If that ownership subsequently falls to 50 percent or below, the company may need to close the account and move remaining investment transactions to an indirect investment account.
Companies should therefore review both their current ownership percentage and the legal basis under which they became foreign-invested.
How Many Investment Capital Accounts Can a Company Open?
A covered account holder may generally open:
One investment capital account in Vietnamese dong; and/or
One investment capital account in a foreign currency.
These accounts must be maintained at the same authorized bank.
If investors contribute capital in more than one foreign currency, one account may be opened for each relevant foreign currency. All of those accounts must generally be held at the same authorized bank.
For example, if a company receives capital in US dollars and Singapore dollars, it may maintain:
One USD investment capital account;
One SGD investment capital account; and
One VND investment capital account,
provided the accounts are opened with the same authorized bank and are supported by the applicable investment documentation.
Separate accounts are required for each BCC, petroleum contract or PPP project where an investor participates in multiple contracts or projects.
Can an Investment Capital Account Be Opened Before the IRC Is Issued?
Yes, in specified circumstances.
If a foreign investor establishes a company before completing the procedure for issuance or adjustment of an Investment Registration Certificate, the company may open an investment capital account before the IRC is issued or adjusted.
Before the IRC is obtained, the account may only be used for limited purposes, including:
Receiving charter capital;
Receiving interest generated by the account balance;
Paying lawful expenses connected with investment preparation in Vietnam; and
Refunding capital if the IRC is not issued or adjusted.
After the IRC is issued or adjusted, the company must provide the updated document to the bank. The account may then be used for the broader transactions permitted under Circular 38.
This mechanism addresses a practical difficulty faced by investors that establish a legal entity before the investment licensing process is fully completed. However, opening the account early does not remove the obligation to obtain the required investment approvals.
What Documents Are Needed to Open the Account?
Circular 38 requires authorized banks to establish and publish their own internal procedures for opening and using investment capital accounts. As a result, the exact document list may vary between banks.
A bank will commonly request some or all of the following:
Enterprise Registration Certificate;
Investment Registration Certificate, if already issued;
Company charter;
List of shareholders or members;
Passport or corporate documents of the foreign investor;
Documents identifying the investor’s authorized representative;
Foreign investment approval or M&A approval, where applicable;
Share purchase, capital transfer, BCC or PPP agreement;
Board, members’ council or shareholders’ resolutions;
Evidence explaining the source and purpose of the transferred funds;
Tax registration information;
Account-opening forms and specimen signatures; and
Additional know-your-customer or anti-money-laundering documents.
The bank may request additional evidence for a particular transaction even after the account has been opened. Investors should therefore confirm the required documents before initiating an international transfer.
Rules for Capital Contributions
Cash capital contributions must generally be transferred into the appropriate investment capital account.
The payment reference, currency, amount and contributing party should be consistent with the company’s investment and corporate records. Any discrepancy can lead to delays or questions from the receiving bank.
Contributions in multiple currencies
Circular 38 permits capital contributions in Vietnamese dong or foreign currency when supported by the applicable documents.
Where capital is contributed in more than one currency, the investor may select one of the contribution currencies stated in the relevant documents as the common currency used to calculate the total contribution.
The selected currency must be used consistently throughout the contribution process. The conversion rate is the rate applied by the account-holding bank when the funds are credited.
The converted total must not exceed the registered or otherwise documented contribution commitment.
Companies receiving capital in multiple currencies should maintain a contribution reconciliation schedule showing:
Each transfer date;
Investor name;
Original currency and amount;
Bank conversion rate;
Converted contribution value;
Accumulated contribution; and
Remaining contribution commitment.
Can Capital Be Transferred Before the Capital Change Is Registered?
Circular 38 allows an investor or qualifying member enterprise to transfer funds into the investment capital account for a capital contribution or change in ownership before the company completes the procedure for registering the increase in charter capital or change in capital ratio.
This gives investors more flexibility when coordinating banking and corporate procedures.
However, it does not eliminate the underlying registration obligations. The company must still complete the required investment and e
nterprise procedures within the applicable deadlines.
After the amended IRC, ERC or equivalent document is issued, it should be provided promptly to the bank.
Which M&A Payments Must Pass Through the Account?
Not every share or capital transfer involving a foreign party must be processed through the investment capital account.
For transfers of shares or capital in a covered foreign-invested economic organization, the routing generally depends on whether each party is a resident, nonresident or qualifying member enterprise.
Parties to the transfer | General ICA treatment |
Nonresident and nonresident | Payment is generally not routed through the ICA |
Resident and resident | Payment is generally not routed through the ICA |
Nonresident and resident | Payment must generally pass through the ICA |
Qualifying member enterprise and resident | Payment must generally pass through the ICA |
Qualifying member enterprise and nonresident | Payment is generally not routed through the ICA |
Two qualifying member enterprises | Payment is generally not routed through the ICA |
Different routing provisions apply to transfers involving BCCs, PPP projects and petroleum contracts.
For investors based in Singapore, Hong Kong or another foreign jurisdiction, the transaction should be mapped before signing the transfer agreement. The residency of both parties, the target’s legal classification and the intended settlement currency must be considered together.
What Currency Should Be Used for an M&A Transaction?
Circular 38 also regulates the currency used to value and settle investment transfers.
Foreign currency may generally be used for transfers:
Between two nonresident investors;
Between a nonresident investor and a qualifying member enterprise; or
Between qualifying member enterprises.
Except for specified petroleum transactions, transfers involving a resident and a nonresident, a resident and a qualifying member enterprise, or two resident investors must generally be valued and settled in Vietnamese dong.
The parties should align the transaction agreement with the legally permitted settlement currency before execution. Changing the settlement mechanism after signing can delay closing and create inconsistencies between the contract, bank documents and regulatory filings.
Which Transactions May Pass Through the Account?
Depending on the currency and structure, permitted receipts and payments include:
Typical incoming transactions
Capital contributions;
Payments for qualifying share, capital or project transfers;
Refunds where a proposed transfer is not completed;
Share premiums;
Transfers related to permitted foreign loans;
Profits reinvested in Vietnam;
Funds transferred from an old account when changing banks; and
Other lawful investment-related receipts.
Typical outgoing transactions
Transfers to the company’s operating account for investment activities;
Payments for qualifying capital or project transfers;
Remittance of profits and other lawful income;
Return of capital following a lawful capital reduction;
Return of investment capital following liquidation or termination;
Refund of capital where an IRC or corporate registration is not obtained;
Transfers related to permitted foreign loans;
Transfer of the entire balance when changing banks; and
Other lawful investment-related payments.
The classification of a transaction should be confirmed before funds are transferred. The bank may reject or delay a payment if the transaction purpose is unclear or the supporting documents are inconsistent.
Profit and Capital Remittance
Profits and other lawful income remitted overseas by a foreign investor must generally pass through the investment capital account.
Similarly, capital returned following a capital reduction, project transfer, liquidation or termination is generally processed through the account, subject to the exceptions specified in Circular 38.
Using the investment capital account does not by itself establish the investor’s right to remit funds. The company must still satisfy applicable corporate, investment, accounting and tax requirements.
Before a profit remittance, the company should normally verify that:
The profit is legally available for distribution;
The company’s financial and accounting records are complete;
Applicable tax filings and liabilities have been addressed;
The distribution has been properly approved;
The recipient and bank account details are correct; and
The bank has accepted the supporting document package.
Changing the Account-Holding Bank
A company may change the authorized bank at which it maintains its investment capital account.
The process must generally follow this order:
Open a new investment capital account at the new authorized bank.
Transfer the entire balance from the old account to the new account.
Close the old investment capital account.
Begin using the new account for normal permitted transactions.
Until the transfer and closure process is completed, the new account may generally only receive the balance transferred from the previous account.
The company should not begin routing ordinary capital transactions through both banks at the same time.
When Must an Investment Capital Account Be Closed?
Account closure depends on the account holder’s legal category.
Potential closure events include:
No foreign investor or qualifying member enterprise continues to hold shares or capital in a company established by a foreign investor;
The required IRC is not issued or adjusted and the contributed capital has been refunded;
The company is dissolved, becomes bankrupt or terminates its operation;
A project transfer changes the original registered legal entity;
A company that entered the framework because foreign ownership exceeded 50 percent later falls to 50 percent or below;
The foreign-invested company becomes a public company whose shares are listed or registered for trading; or
The relevant contract or project is terminated.
An account may remain in use where it is still needed for foreign borrowing, debt repayment or another lawful payment obligation.
When a company is required to close its investment capital account because foreign ownership has fallen to 50 percent or below, remaining foreign investors may need to conduct subsequent investment transactions through an indirect investment account.
Transition Rules for Existing Investors
Circular 38 does not impose one universal 12-month transition deadline on every foreign-invested company.
Instead, it provides targeted transition measures.
These include:
A foreign-invested company that received charter capital into a payment account before August 18, 2026 may transfer that capital to an investment capital account opened under Circular 38.
Existing foreign investors in petroleum activities may continue temporarily using qualifying payment accounts while completing the transition.
Petroleum investors covered by the transition must generally complete the opening of their investment capital accounts within 12 months from the Circular’s effective date.
Certain account holders that should already have closed their accounts because no foreign investor remains, or because an IRC was not issued or adjusted and the contribution was refunded, have a 12-month period to complete closure.
Companies should not assume that an existing DICA must automatically be replaced within 12 months. The appropriate action depends on the company’s legal status, current ownership, existing account structure and the bank’s implementation procedures.
Common Compliance Mistakes
Foreign investors should avoid the following mistakes:
Using an ordinary payment account for capital contributions
This can make it difficult to demonstrate that charter capital was contributed through the required banking channel.
Assuming every foreign-invested company follows the same 50 percent rule
The company’s establishment history and method of foreign investment are also relevant.
Making a transfer before confirming the account currency
The currency in the investment documents, transaction agreement and bank account should be aligned before funds are sent.
Splitting investment capital accounts between different banks
Accounts in different currencies must generally be maintained at the same authorized bank.
Treating every M&A payment in the same way
Account routing and settlement currency depend on the residency and legal status of both parties.
Failing to update the bank after an IRC or ERC amendment
Updated registration documents should be provided to the bank after issuance or adjustment.
Assuming the account alone permits profit remittance
Accounting, corporate and tax requirements must also be satisfied.
Using unclear payment descriptions
Investors must provide complete and accurate transaction purposes and supporting documents. Generic descriptions can cause compliance reviews and transfer delays.
Practical Investment Capital Account Checklist
Before receiving or transferring investment funds, foreign investors should complete the following checks:
Identify how the company became foreign-invested.
Confirm the foreign ownership percentage before and after the transaction.
Determine whether an investment capital account is required.
Select the account currency or currencies.
Confirm that all required accounts are held at the same authorized bank.
Reconcile the contribution currency with the IRC, ERC and corporate documents.
Obtain the bank’s document checklist before transferring funds.
Confirm whether the transaction must pass through the account.
Verify the legally permitted settlement currency.
Use a clear and accurate payment description.
Retain bank statements, credit notices and transfer documents.
Complete any required IRC, ERC or ownership registration procedures.
Provide amended documents to the bank.
Review the account again after an ownership, listing or project-status change.
How VINEX Can Support Foreign Investors
Investment capital account compliance involves more than opening a bank account. The banking arrangement must align with the company’s investment license, enterprise registration, ownership structure, transaction documents, accounting records and tax position.
VINEX can support foreign investors with:
Company formation and investment registration;
Review of proposed ownership and investment structures;
Coordination of investment capital account opening;
Capital contribution monitoring;
M&A documentation and transaction planning;
IRC and ERC amendments;
Accounting and tax compliance;
Profit distribution and remittance preparation; and
Ongoing corporate compliance in Vietnam.
Investors planning a capital contribution, acquisition, restructuring or profit remittance should review the banking route before transferring funds. Correcting an improperly routed transaction after completion can be significantly more difficult than structuring it correctly from the beginning.
Contact VINEX to review your investment structure and coordinate the legal, banking, accounting and tax requirements for investing in Vietnam.
Frequently Asked Questions
What is an investment capital account in Vietnam?
It is a payment account in Vietnamese dong or foreign currency opened at an authorized bank to process specified receipts and payments related to foreign investment in Vietnam.
Is an investment capital account the same as a DICA?
It performs many functions previously associated with a Direct Investment Capital Account. Circular 38 uses the broader term “foreign investment capital account in Vietnam” and replaces earlier DICA terminology in State Bank regulations.
Can a foreign-invested company open the account before obtaining an IRC?
Yes, in specified cases where the company is established before the IRC is issued or adjusted. Before the IRC is obtained, the account may only be used for limited purposes such as receiving charter capital, paying lawful investment-preparation costs and refunding capital.
Can the account be opened in US dollars?
Yes. A covered account holder may open an investment capital account in a foreign currency and/or Vietnamese dong. If contributions are made in multiple foreign currencies, one account may be opened for each currency at the same authorized bank.
Can a company maintain investment capital accounts at different banks?
Generally, no. The company’s VND and foreign-currency investment capital accounts must normally be maintained at the same authorized bank.
Does every share transfer involving a foreign investor pass through the account?
No. The required route depends on the residency and legal category of both parties. For example, transfers between a resident and nonresident generally pass through the account, while transfers between two nonresidents generally do not.
Does foreign ownership of exactly 50 percent require an account?
The answer depends on how the company became foreign-invested. An existing company entering the framework through an acquisition generally does so when foreign ownership exceeds 50 percent. A company originally established by a foreign investor may be covered on a different legal basis.
Can capital be transferred before registering an increase in charter capital?
Circular 38 permits the transfer of funds into the account before completing certain capital-change registrations. However, the company must still complete all required investment and enterprise registration procedures.
Is there a general 12-month deadline to replace every existing DICA?
No. Circular 38 contains targeted 12-month transition rules for specified cases. Companies should assess their own account status instead of applying a blanket deadline.
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