On 31 July 2026, the State Bank of Vietnam issued Circular No. 38/2026/TT-NHNN on foreign exchange management of foreign investment activities in Vietnam. The Circular took effect on 18 August 2026 and replaced Circular No. 06/2019/TT-NHNN. The new Circular introduces a number of noteworthy provisions concerning the opening of investment capital accounts, capital contributions, payment for transfers, and the remittance abroad of capital and profits, directly affecting transactions conducted by foreign investors and foreign-invested enterprises in Vietnam.
In light of these changes, Siglaw Law Firm will analyse the key changes introduced by the Circular and highlight matters that enterprises and investors should consider to ensure compliance with foreign exchange management regulations.
Circular No. 38/2026/TT-NHNN Key Changes
First, additional provisions on opening investment capital accounts before completion of investment procedures
Under Clause 3, Article 7 of Circular No. 38/2026/TT-NHNN, where a foreign investor establishes an economic organisation before carrying out the procedures for issuance or amendment of an Investment Registration Certificate (IRC), the foreign-invested economic organisation may open one foreign-currency investment capital account and/or one Vietnamese-dong investment capital account with the same authorised bank.
During this period, the account may only be used for transactions within the prescribed scope, including receipt of charter capital, receipt of interest earned on the account balance, payment of lawful expenses relating to investment preparation activities, and refund of capital if the IRC is not issued or amended.
After the IRC is issued or amended, the economic organisation may open additional investment capital accounts in other foreign currencies and use the accounts in accordance with Articles 8 and 9 of the Circular.
This provision enables enterprises to prepare funding and arrange transactions proactively during the initial investment stage. However, opening an account before completion of investment procedures does not mean that the enterprise may conduct all incoming and outgoing transactions as if it had already satisfied all applicable legal requirements.
Second, permission to transfer capital contributions before completion of registration procedures for an increase in capital or a change in capital contributions
Clause 5, Article 4 of Circular No. 38/2026/TT-NHNN provides that investors and member enterprises may transfer money into an investment capital account to make capital contributions, change capital contributions, or change capital contribution ratios before the foreign-invested economic organisation completes the procedures for registering an increase in charter capital, a change in capital contributions, or a change in capital contribution ratios.
This provision is relevant to transactions involving the admission of new investors, adjustments to the ownership structure, or increases in charter capital, where the timing of fund transfers must be coordinated with the progress of the relevant legal procedures.
However, investors and enterprises should distinguish between transferring money into an investment capital account and completing the corresponding registration procedures. Enterprises must still carry out investment, enterprise registration, and other related procedures in accordance with the laws applicable to each case.
Third, clarification of the method for determining the value of capital contributions made in multiple currencies
Clause 1, Article 4 of Circular No. 38/2026/TT-NHNN provides that, where a capital contribution is made in multiple currencies, investors and member enterprises may select one of the currencies specified in the relevant records and documents as the reference currency for conversion and determination of the total capital contribution. The selected currency must be used consistently throughout the entire capital contribution process.
Accordingly, the total capital contribution after conversion must not exceed the capital contribution amount specified in the relevant documents. The conversion exchange rate shall be the rate applied by the authorised bank where the investment capital account is opened at the time the funds are credited to the account.
In addition, for certain cases specified in Article 6, the new provisions allow investors and enterprises to open Vietnamese-dong investment capital accounts. Where investors and enterprises wish to make capital contributions in multiple foreign currencies, they may open a corresponding investment capital account for each foreign currency with the same authorised bank.
These provisions require enterprises to ensure consistency among their investment dossiers, enterprise records, capital contribution agreements, and bank documents, particularly where exchange-rate differences arise or capital contributions are made in multiple currencies.
Fourth, detailed provisions on payments for transfers, repatriation of capital, and remittance of profits
Circular No. 38/2026/TT-NHNN adjusts the rules applicable to transactions in foreign investment activities, including payment for transfers, repatriation of capital following a capital reduction or project termination, and remittance of profits and lawful proceeds. Specifically:
Article 10 governs payment for transfers of shares, capital contributions, investment projects, and certain interests under specific investment arrangements. The main requirements are summarised in the table below:
| Type of transaction | Investment capital account requirement |
| Transfer of shares or capital contributions between non-resident investors | Not required to be made through an investment capital account |
| Between member enterprises; or between a member enterprise and a non-resident investor | Not required to be made through an investment capital account |
| Between resident investors | Not required to be made through an investment capital account |
| Between a member enterprise and a resident investor; or between a non-resident investor and a resident investor | Must be made through an investment capital account |
| Transfer of a project under a business cooperation contract (BCC) | Must be made through an investment capital account in the cases specified in Clause 2 |
| Transfer of a public-private partnership (PPP) project | Must be made through an investment capital account in the cases specified in Clause 3 |
| Transfer of a petroleum project, participating interests, or a contractor’s rights and obligations under a petroleum contract | Must be made through an investment capital account in the cases specified in Clause 4 |
Accordingly, investors and enterprises should not assume that every capital transfer must be settled through an investment capital account. Instead, they must identify the type of transaction and the residency status of the parties before determining the applicable payment method.
Article 11 governs cases involving capital reduction, transfer of investment projects, transfer of shares or capital contributions, transfer of participating interests and rights and obligations of petroleum contractors, as well as the completion, liquidation, or termination of relevant projects and contracts. In particular:
- The transfer of an investor’s capital abroad, or the transfer of a member enterprise’s capital into its capital account at a member bank, must be conducted through an investment capital account, except for the cases referred to at Point c, Clause 5, Article 7 and Point a, Clause 1, Article 10.
- Where the capital is not transferred abroad or into the International Financial Centre in Vietnam, it must be transferred from the investment capital account to the investor’s or member enterprise’s payment account at an authorised bank for the implementation of the project or other investment activities in Vietnam in accordance with investment law.
Article 12 governs the remittance of profits and lawful proceeds by foreign investors and member enterprises. Investors and member enterprises should note the following:
- Profits and lawful proceeds derived by foreign investors from investment activities in Vietnam and remitted abroad must be transferred through an investment capital account. The same requirement applies to profits and lawful proceeds derived from a member enterprise’s investment activities in the rest of Vietnam and transferred into its capital account at a member bank of the International Financial Centre.
- Where the investor or enterprise does not remit the profits or lawful proceeds abroad or transfer them into the International Financial Centre, the funds must be transferred from the investment capital account to the investor’s or member enterprise’s payment account at an authorised bank for the implementation of the project or other investment activities in Vietnam in accordance with investment law.
Article 13 sets out the rules on the use of foreign currency or Vietnamese dong in transfer transactions. The main requirements are summarised below:
| Type of transaction | Permitted currency |
| Transfer of capital or an investment project between non-resident investors | May be denominated and paid in foreign currency |
| Between member enterprises; or between a member enterprise and a non-resident investor | May be denominated and paid in foreign currency |
| Between resident investors | May be denominated and paid in foreign currency |
| Certain transfers of petroleum projects, participating interests, and a contractor’s rights and obligations under petroleum contracts specified in Clause 2 | May be denominated and paid in foreign currency |
| Other cases under Clause 3, including transactions between resident and non-resident investors, between a resident investor and a member enterprise, or between resident investors | Must be denominated and paid in Vietnamese dong, except for the specific petroleum cases separately provided for |
These provisions require investors and enterprises to review the payment method, account to be used, and transaction currency before carrying out a transfer or remittance. In particular, for transactions involving both residents and non-residents, correctly determining the residency status of each party is essential to selecting a compliant payment method.
What Should Enterprises and Investors Do to Prepare for the New Rules?
To ensure compliance with foreign exchange management regulations and mitigate risks in carrying out transactions, enterprises and investors should proactively take the following steps:
- Review the parties and conditions for opening an investment capital account: determine whether the enterprise is required to open such an account and verify the account type, the bank with which it is opened, and the permitted purposes for which it may be used.
- Check the documentation and capital contribution schedule: cross-check the IRC, Enterprise Registration Certificate, capital contribution agreements, and related documents, and determine the appropriate timing for fund transfers in light of the investment and enterprise registration procedures.
- Control the capital contribution value and conversion exchange rate: where capital contributions are made in multiple currencies, agree on a consistent reference currency for conversion, monitor the exchange rate applicable when funds are credited, and ensure that the total capital contribution does not exceed the amount specified in the relevant documents.
- Review the payment method for capital transfers: determine whether the transaction must be conducted through an investment capital account, taking into account the type of transaction, the residency status of the parties, and the relevant provisions of Articles 10–13.
- Check the requirements for remitting capital, profits, and lawful proceeds abroad: prepare documents evidencing the source of funds, investment performance, and any other documents required for the relevant transaction.
In addition, enterprises with ongoing transactions should review the transitional provisions in Article 19 of Circular No. 38/2026/TT-NHNN. Specific arrangements apply to certain accounts opened or investment activities conducted before the Circular took effect; any deadline for conversion or closure of an account should be determined according to the circumstances of the particular case.
Drawing on its experience in providing legal advice to domestic enterprises and international investors, Siglaw Firm assists clients with the implementation and management of investment activities in Vietnam. Contact Siglaw Law Firm to schedule a legal consultation:
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