On June 30, 2026, the Governor of the State Bank of Vietnam issued Circular 34/2026/TT-NHNN providing guidance on foreign exchange management for outward investment activities. The Circular officially takes effect on July 31, 2026.
The Circular consists of 38 articles and replaces Circular No. 12/2016/TT-NHNN after nearly ten years of implementation. It was promulgated to ensure consistency with the 2025 Law on Investment and Government Decree No. 103/2026/ND-CP on outward investment.
The article below by Siglaw summarizes the notable new provisions that enterprises, investors, and authorized banks should be aware of when implementing outward investment projects.
Alignment with the new legal framework for outward investment
The overarching update introduced by Circular No. 34/2026/TT-NHNN is the comprehensive revision of regulations on the management of outward investment capital flows, foreign exchange transaction registration procedures, and the responsibilities of relevant authorities, organizations, and individuals in accordance with the 2025 Law on Investment and Decree No. 103/2026/ND-CP—two new legal instruments replacing the previous legal framework governing outward investment.
This serves as the basis for harmonizing the application of investment regulations and foreign exchange regulations, thereby minimizing inconsistencies and overlaps that previously existed.
Regarding entities required to register foreign exchange transactions, the Circular directly refers to Article 5 of Decree No. 103/2026/ND-CP, including:
– Enterprises established under the Law on Enterprises and the Law on Investment;
– Cooperatives and cooperative unions;
– Credit institutions;
– Household businesses;
– Vietnamese citizens, except for certain cases prescribed by the Law on Enterprises; and
– Other organizations conduct investment and business activities in accordance with Vietnamese law.
Separate regulations on pre-investment accounts
This is one of the most significant technical changes introduced by the Circular.
Accordingly:
Each outward investment project must have one separate pre-investment account opened at an authorized bank. Where a project has multiple investors, each investor must also open a separate account at the same authorized bank.
After obtaining an Outward Investment Registration Certificate, for projects subject to such certification, the investor must use the same pre-investment account as the investment capital account under Clause 7, Article 6, instead of opening an entirely new investment capital account as commonly understood under the previous regulations.
If an investor wishes to open an additional investment capital account in another currency, the account must be opened at the same authorized bank where the most recent pre-investment account was opened, and the investor must complete the initial foreign exchange transaction registration procedures in accordance with the new regulations.
For pre-investment accounts opened under the previous regulations, investors are required to close those accounts and obtain written confirmation from the authorized bank regarding the account closure and transactions conducted up to the closing date before submitting the documents to the bank where the new account is opened. The old pre-investment account may only continue to be used for certain prescribed receipt and payment transactions after completion of the closure procedures, except for transactions involving the transfer of the remaining balance to the new account.
These regulations require investors to review the entire account structure established for each outward investment project before July 31, 2026, in order to ensure compliance with the new framework.
Greater flexibility in the currency used for capital transfers
Under Clause 1, Article 4 of the new Circular, investors may use either foreign currency or Vietnamese Dong to make pre-investment transfers and outward investment capital transfers, instead of being strictly limited to a specific foreign currency as under the previous regulations.
This change is expected to provide investors with greater flexibility in selecting the most appropriate method of capital transfer based on the characteristics of their investment projects and the requirements of their overseas partners.
Improved procedures for initial foreign exchange transaction registration
The Circular provides specific principles and documentation requirements for initial foreign exchange transaction registration for two categories of projects:
– Projects subject to the issuance of an Outward Investment Registration Certificate; and
– Projects not subject to such certification under Decree No.103/2026/ND-CP.
By clearly distinguishing these two registration procedures, the Circular enables investors – particularly individuals and small-scale projects that are not required to obtain an investment registration certificate – to identify the appropriate procedures more easily instead of applying a single set of documentation as before.
Decentralization of authority for confirming foreign exchange transaction registration
In line with the State Bank of Vietnam’s new regional organizational model, the Circular revises the authority responsible for confirming foreign exchange transaction registration.
Accordingly, regional branches of the State Bank of Vietnam have the authority to confirm registrations for:
– Organizational investors, excluding credit institutions, whose headquarters are located within the relevant locality, or individual investors whose permanent residence is located within that locality; and
– Projects with investment capital of less than VND 7 billion that do not fall within conditional outward investment business sectors.
Other cases, including projects with larger investment capital or projects involving conditional outward investment sectors, remain under the authority of higher-level units of the State Bank of Vietnam.
This decentralization aims to reduce the administrative workload of central authorities and facilitate faster processing of registration dossiers for smaller and lower-risk investment projects.
Clearer regulations on capital transfers and repatriation of profits
The Circular dedicates two separate provisions – Article 24 and Article 25 – to regulating outward investment capital transfers, the repatriation of profits and other lawful monetary proceeds to Vietnam, as well as the utilization of profits generated overseas, such as reinvestment or offsetting expenses incurred in the host country.
These provisions are significant because they establish a comprehensive mechanism for monitoring outward investment capital flows throughout the entire investment cycle, from capital transfers abroad to the recovery of investment capital and profits in Vietnam.
From Article 26 to Article 30, the Circular further specifies the responsibilities of investors, authorized banks, and relevant state authorities during the implementation of outward investment projects.
In particular, Article 27 sets out detailed obligations of investors, including responsibilities relating to registration, registration of changes, reporting, and the provision of accurate and timely information to authorized banks and foreign exchange management authorities.
Introduction of an online foreign exchange management portal for outward investment
One of the Circular’s notable digital transformation initiatives is the introduction of regulations concerning the State Bank of Vietnam’s Online Foreign Exchange Management Portal for Outward Investment Activities.
This development establishes the legal foundation for gradually transitioning from paper-based reporting to electronic reporting, enabling regulatory authorities to monitor capital flows more efficiently while reducing administrative procedures for investors in the medium term.
Additional statistical reporting requirements and transitional provisions
The Circular supplements detailed regulations on periodic statistical reporting and introduces transitional provisions to address applications, transactions, and accounts established under Circular No. 12/2016/TT-NHNN before July 31, 2026.
It also provides clearer regulations regarding the coordination responsibilities among the Foreign Exchange Management Department, regional branches of the State Bank of Vietnam, other units of the State Bank, authorized banks, and investors during the implementation process.
Key considerations for enterprises and investors
Before Circular No. 34/2026/TT-NHNN took effect on July 31, 2026, enterprises and investors with existing or ongoing outward investment projects should:
– Review all pre-investment accounts and investment capital accounts opened under Circular No. 12/2016/TT-NHNN to carry out appropriate account conversion, closure, or opening procedures in accordance with the new regulations;
– Compare the investment capital scale and business sector of each project to determine the competent authority responsible for confirming foreign exchange transaction registration, whether a regional branch of the State Bank of Vietnam or the central level;
– Proactively study the full contents of Circular No. 34/2026/TT-NHNN, particularly the provisions on initial registration dossiers, registration of changes, notifications of changes, and reporting obligations, in order to avoid violations relating to deadlines or documentation requirements once the Circular becomes applicable.
Circular No. 34/2026/TT-NHNN represents an important step in completing Vietnam’s legal framework on foreign exchange management for outward investment activities.
Early understanding and proper implementation of the Circular’s new provisions will not only help enterprises and investors ensure legal compliance but also enable them to take advantage of greater procedural convenience and flexibility in capital transfers.
If your enterprise or investment organization is implementing an outward investment project or requires assistance in reviewing and restructuring investment accounts, completing foreign exchange transaction registration dossiers, or ensuring compliance with the new regulations, Siglaw firm is ready to provide comprehensive and tailored legal advisory solutions suited to the specific characteristics of each project.
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