Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank of Finance on guiding the foreign exchange management of offshore investment activities

CIRCULAR

Guiding the foreign exchange management of offshore investment activities[1]

Pursuant to June 16, 2010 Law No. 46/2010/QH12 on the State Bank of Vietnam;

Pursuant to June 16, 2010 Law No. 47/2010/QH12 on Credit Institutions;

Pursuant to November 26, 2014 Law No. 67/2014/QH13 on Investment;

Pursuant to December 13, 2005 Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, and March 18, 2013 Ordinance No. 06/2013/PL-UBTVQH13 Amending and Supplementing a Number of Articles of the Ordinance on Foreign Exchange;

Pursuant to the Government’s Decree No. 83/2015/ND-CP of September 25, 2015, prescribing offshore investment;

Pursuant to the Government’s Decree No. 156/2013/ND-CP of November 11, 2013, defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Foreign Exchange Management Department;

The Governor of the State Bank of Vietnam promulgates the Circular guiding the foreign exchange management of offshore investment activities.

Chapter I

GENERAL PROVISIONS

Article 1.Scope of regulation

1. This Circular prescribes the opening and use of foreign-currency or Vietnam-dong investment capital accounts; registration and registration for change of offshore investment-related foreign exchange transactions; outbound transfer of foreign currency amounts by investors before they are granted offshore investment registration certificates; and transfer of overseas profits, lawful incomes and investment capital to Vietnam.

2. The foreign exchange management of offshore investment activities in the oil and gas sector and in the form prescribed at Point d, Clause 1, Article 52 of the Law on Investment must comply with the Government’s separate regulations and guidance of the State Bank of Vietnam (below referred to as the State Bank).

Article 2.Subjects of application

1. Investors defined in Clause 1, Article 2 of the Government’s Decree No. 83/2015/ND-CPofSeptember 25, 2015, prescribing offshore investment (below referred to as Decree No. 83/2015/ND-CP).

2. Other organizations and individuals involved in offshore investment activities.

Article 3.Interpretation of terms

In this Circular, the terms below are construed as follows:

1. Licensed credit institution means a credit institution or foreign bank branch that islicensed to conduct foreign exchange business and provide foreign exchange services in accordance with the State Bank’s regulations.

2. Offshore investment capital account means a foreign-currency or Vietnam-dong payment account opened by an investor at a licensed credit institution in Vietnam to conduct collection and payment transactions in accordance with this Circular (below referred to as investment capital account).

3. Foreign-currency account opened before an offshore investment registration certificate is granted means a foreign-currency payment account opened by an investor at a licensed credit institution in Vietnam to transfer foreign currency amounts abroad before the investor is granted an offshore investment registration certificate in order to cover expenses for the formulation of an overseas investment project prescribed in Clause 2, Article 19 of Decree No. 83/2015/ND-CP (below referred to as foreign-currency pre-investment account).

4. Registration of offshore investment-related foreign exchange transactions means an investor registering with the State Bank information on investor, investment capital, investment capital account opened at a licensed credit institution to carry out overseas investment activities, and schedule of outbound transfer of investment capital in cash in accordance with this Circular.

5. Registration for change of offshore investment-related foreign exchange transactions means an investor registering under this Circular with the State Bank any change in the information on investor, investment capital, investment capital account or schedule of outbound transfer of investment capital in cash as compared with the contents of the State Bank’s written certification of the registration of offshore investment-related foreign exchange transactions.

6. Certification ofregistration of offshore investment-related foreign exchange transactions means the State Bank’s written certification of an investor’s registration ofoffshoreinvestment-related foreign exchange transactions in accordance with this Circular.

7. Certification of registration for change of offshore investment-related foreign exchange transactions means the State Bank’s written certification of an investor’s registration for change of offshore investment-related foreign exchange transactions in accordance with this Circular.

Article 4.Currencies used for outbound transfer of investment capital

Currencies used for outbound transfer of investment capital include: 

1. Foreign currencies.

2. Vietnam dong, in case of transfer of investment capital to a host country or territory with which Vietnam has concluded a bilateral or multilateral agreement permitting the use of Vietnam dong in payment and money transfer transactions.

Chapter II

OPENING AND USE OF INVESTMENT
CAPITAL ACCOUNTS

Article 5.Principles of opening and use of investment capital accounts

1. After being granted an offshore investment registration certificate, an investor shall open 1 (one) investment capital account in 1 (one) type of foreign currency that meets its/his/her demand for outbound transfer of investment capital at 1 (one) licensed credit institution, and register offshore investment-related foreign exchange transactions with the State Bank under Chapter III of this Circular, except the case prescribed in Clause 2 of this Article.

2. In case of outbound transfer of Vietnam-dong investment capital, an investor may concurrently open and use 1 (one) Vietnam-dong investment capital account and 1 (one) foreign-currency investment capital accountat 1 (one) licensed credit institution and shall register offshore investment-related foreign exchange transactions with the State Bank under Chapter III of this Circular.

3. An investor that has more than one overseas investment project shall open a separate investment capital account for every project.

4. In case an overseas investment project involves more than one investor, every investor shall open a separate investment capital account for outbound transfer of its/his/her capital within the total investment capital in proportion to its/his/her contributed capital amount stated in the offshore investment registration certificate granted by a Vietnamese competent agency.

5. Aninvestor that wishes to change either the type of foreign currency of its/his/her investment capital account or the licensed credit institution where such account is opened shall follow the following steps:

a/ To open an investment capital account in another foreign currency or at another licensed credit institution;

b/ To register change of offshore investment-related foreign exchange transactions withthe State Bankunder Chapter III of this Circular;

c/ Within 5 (five) working days after the State Bank certifies the registration of change of investment capital account, to transfer the whole balance of the existing investment capital account to the new account. Past this time limit, the licensed credit institution where the investor’s existing investment capital account is opened shall disallow the investor to use this account for conducting collection and payment transactions prescribed in Articles 6 and 7 of this Circular;  

d/ To use the investment capital account in another foreign currency or opened at another licensed credit institution for conducting collection and payment transactions prescribed in Articles 6 and 7 of this Circular onlyafter completing the procedures mentioned at Points a, b, c of this Clause.   

6. After the State Bank certifies registration of foreign exchange transactions, allcollection and payment transactions prescribed in Articles 6 and 7 of this Circular shall be conducted via investment capital accounts.

7. The procedures for opening and closing investment capital accounts must comply with the State Bank’s regulations on the opening and use of payment accounts at payment service providers.

Article 6.Collection and payment transactions on foreign-currency investment capital accounts

1. Collection transactions:

a/ Collecting amounts transferred from foreign-currency accounts of investors;

b/ Collecting foreign-currency amounts purchased from licensed credit institutions in accordance with law;

c/ Collecting profits and lawful incomes transferred to Vietnam from offshore investment activities;

d/Collecting investment capital amounts transferred to Vietnam in case of transfer of overseas investment capital, reduction of investment capital, or liquidation or termination of overseas investment activities;

dd/ Collecting principals and interests on loans provided by investors to the legal entities that implement overseas investment projects in accordance with law;

e/ Collecting debts from the guaranteed which are related to guarantee amounts provided by investors to the legal entities that implement overseas investment projects in accordance with law;

g/ Other collectiontransactions related to offshore investment activities.

2. Payment transactions:

a/ Making account transfer of investment capital amounts abroad;

b/ Providing loans to thelegal entities that implement overseas investment projects in accordance with the Vietnamese law;

c/ Making payment for fulfilling the guarantee obligation related to guarantee amounts provided by investors to the legal entities that implement overseas investment projects in accordance with the Vietnamese law;

d/ Selling foreign currencies to licensed credit institutions;

dd/ Transferring money amounts into foreign currency accounts of investors;

e/ Other payment transactions related to offshore investment activities.

Article 7.Collection and payment transaction on Vietnam-dong investment capital accounts

1. Collection transactions:

a/ Collecting amounts transferred from Vietnam-dong accounts of investors;

b/ Collecting principals and interests on loans provided by investors to the legal entities that implement overseas investment projects in accordance with law;

c/ Collecting debts from the guaranteed which are related to guarantee amounts provided by investors to the legal entities that implement overseas investment projects in accordance with law;

d/ Collecting profits and lawful incomes transferred to Vietnamfrom offshore investment activities;

dd/Collecting overseas investment capital amounts transferred to Vietnam in case of transfer of overseas investment capital, reduction of investment capital, or liquidation or termination of overseas investment activities;

e/Other Vietnam-dong collectiontransactions related to offshore investment activities.

2. Payment transactions:

a/ Making account transfer of Vietnam-dong investment capital amounts abroad;

b/ Transferring money amounts into Vietnam-dong accounts of investors;

c/ Providing loans to thelegal entities that implement overseas investment projects in accordance with the Vietnamese law;

d/ Making payment for fulfilling the guarantee obligation related to guarantee amounts provided by investors to the legal entities that implement overseas investment projects in accordance with the Vietnamese law;

e/ Other Vietnam-dongpayment transactions related to offshore investment activities.

Chapter III

REGISTRATION AND REGISTRATION FOR CHANGE OF OFFSHORE INVESTMENT-RELATED FOREIGN EXCHANGE TRANSACTIONS

Article 8.Competence to certify the registration and registration for change of offshore investment-related foreign exchange transactions

1. The State Bank may certify the registration and registration for change of offshore investment-related foreign exchange transactions for investors being credit institutions.

2. The State Bank’s provincial-level branches of localities where investors other than credit institutions are headquartered or individual investors register permanent residence or other investors make business registration may certify the registration and registration for change of offshore investment-related foreign exchange transactions for investors other than credit institutions.

3. In case a change related to the investor of a project results in the change of the agency competent to certify the registration of change of offshore investment-related foreign exchange transactions, the initial agency certifying the registration and registration for change of offshore investment-related foreign exchange transactions shall:

a/ Receivethe investor’sdossier for registration for change of offshore investment-related foreign exchange transactions;

b/ Within 7 (seven) working days after receiving the dossier, send all originals of the papers in this dossier and copies of the papers in the previous dossier (if any) for registration or registration for change to the competent agency defined in Clause 1 or 2 of this Article for further processing within the time limit prescribed in Clauses 2 and 3, Article 13 of this Circular and, at the same time, notify the investor of the sending of its/his/her dossier for registration for change of offshore investment-related foreign exchange transactions to the new competent agency.

Article 9.Dossier for registration of offshore investment-related foreign exchange transactions  

A dossier for the registration of offshore investment-related foreign exchange transactions must comprise:

1. An application for the registration of offshore investment-related foreign exchange transactions (made according to the form provided in Appendix No. 1 to this Circular).

2. A duplicate from the master register or a certified copy or a copy enclosed with the original for comparison, of theinvestment license or offshore investment certificate or offshore investment registration certificate granted by a Vietnamese competent agency. In case a copy is submitted together with the original for comparison, a person making comparison shall certify the accuracy of the copy against the original.

3. A foreign language copy and its Vietnamese translation (with the investor’s certification of the accuracy of such copy and translation) of the investment-approving or -licensing document issued by a competent agency of the host country, or a document proving the investor’s right to carry out investment activities in the host country under law of the host country.

4. The original of the licensed credit institution’s written certification of the opening of the investor’s investment capital account, stating the account number and type of foreign currency.

5. The original of the licensed credit institution’s written certification of the amount transferred abroad by the investor before it/he/she is granted an offshore investment registration certificate to cover expenses for the formulation of an overseas investment project in accordance with law, in case the investor has transferred investment capital abroad before being granted suchcertificate.

6. A written explanation of the demand for outbound transfer of Vietnam-dong investment capital, in case of outbound transfer of Vietnam-dong investment capital.

Article 10.Order of registration of offshore investment-related foreign exchange transactions 

1. An investor shall register offshore investment-related foreign exchange transactions with the State Bank:

a/ After obtaining an offshore investment registrationcertificateand this certificate remains valid as prescribed by law;

b/ After having investment activities approved or licensed by a competent agency of the host country or after obtaining a paper proving its/his/her right to carry out investment activities in the host country under law of the host country;

c/ After opening an investment capital account at a licensed credit institution under Article 5 of this Circular but before transferring investment capital abroad.

2. An investor shall send directly or by post 1 (one) set of dossier for the registration of offshore investment-related foreign exchange transactions under Article 9 of this Circular to the competent agency prescribed in Article 8 of this Circular.

3. In case a dossier is incomplete or invalid, within 5 (five) working days after receiving it, the State Bank shall request in writing the investor to supplement the dossier.

4. Within 10 (ten) working days after receiving an investor’s complete and valid dossier, the State Bank shall certify or refuse to certify the registration of offshore investment-related foreign exchange transactions.

5. In case of refusal to certify the registration of offshore investment-related foreign exchange transactions, the State Bank shall send a written notice to the investor, clearly stating the reason.

Article 11.Cases of registration for and announcement of change of offshore investment-related foreign exchange transactions 

1. An investor shall register any change in offshore investment-related foreign exchange transactions with the State Bank as compared with the contents of the State Bank’s written certification of registration of offshore investment-related foreign exchange transactions in the following cases:

a/ Change of the investor of an offshore investment project; change of the investor’s name; change of the investor’s address if such change leads to the change of the agency competent to certify the registration of changes of offshore investment-related foreign exchange transactions;

b/ Change of the type of foreign currency of the investment capital account or change of the licensed credit institution where the investment capital account is opened;

c/ Change related to the increase or reduction of the investor’s investment capital in cash (except the use of profits to reinvest in overseas investment projects prescribed in Clause 1, Article 19 of this Circular);

d/ Change of the schedule of outbound transfer of the investor’s investment capital in cash in case the amount transferred abroad in a period is larger than that stated in the schedule certified by the State Bank.

2. Within 30 (thirty) working days, the investor shall notify in writing the agency certifying the registration of offshore investment-related foreign exchange transactions and the licensed credit institution where the investor’s investment capital account is opened of the following changes, enclosed with a copy of the document modifying the offshore investment registration certificate:

a/ Change of the investor’s address if such change does not lead to the change of the agency competent to certify the registration of change of offshore investment-related foreign exchange transactions;

b/ Change of the name of the overseas investment project;

c/ Change of the account number, except the case prescribed at Point b, Clause 1 of this Article.

Article 12.Dossier for registration for change of offshore investment-related foreign exchange transactions 

A dossier for the registration for change of offshore investment-related foreign exchange transactions must comprise:

1. An application for registration for change of offshore investment-related foreign exchange transactions (made according to the form provided in Appendix 2 to this Circular).

2. The original of the written certification issued by the licensed credit institution where the investor’s investment capital account is opened, of such account’s balance; the amounts transferred abroad and to Vietnam by the time the change occurs.

3. A duplicate from the master register or a certified copy or a copy enclosed with the original for comparison, of the modifiedoffshore investment registration certificate granted by a Vietnamese competent agency (for the changes prescribed at Points a and c, Clause 1, Article 11 pf this Circular). In case a copy is submitted together with the original for comparison, a person making comparison shall certify the authenticity of the copy to the original.

Article 13.Order of registration for change of offshore investment-related foreign exchange transactions 

1. An investor shall register changes of offshore investment-related foreign exchange transactions with the State Bank:

a/ Within 30 (thirty) working days after having its/his/her offshore investment registration certificate modified by the Ministry of Planning and Investment, for the case prescribed at Point a, Clause 1, Article 11 of this Circular;

b/ After opening aninvestment capital account in another foreign currency at a licensed credit institution or after opening an investment capital account at another licensed credit institution but before conducting collection and payment transactions via the new account, for the case prescribed at Point b, Clause 1, Article 11 of this Circular;

c/ After having its/his/her offshore investment registration certificate modified by the Ministry of Planning and Investment but before making the change, in case of increase of investment capital in cash prescribed at Point c, Clause 1, Article 11 of this Circular;

d/ After having its/his/her offshore investment registration certificate modified by the Ministry of Planning and Investment but within 15 (fifteen) working days after transferringthe investment capital to Vietnam, in case of reduction of investment capital in cash prescribed at Point c, Clause 1, Article 11 of this Circular;

dd/ Before making the change prescribed at Point d, Clause 1, Article 11 of this Circular.

2. When registering any change of offshore investment-related foreign exchange transactions,an investor shall send directly or by post 1 (one) set of dossier for the registration for change of offshore investment-related foreign exchange transactions under Article 12 of this Circular to the competent agency that certifies the registrationof foreign exchange transactions or certifies the latest registration for change of foreign exchange transactions in case of registration for such change.

3. If a dossier is incomplete or invalid, within 5 (five) working days after receiving it, the State Bank shall request in writing the investor to supplement the dossier.

4. Within 10 (ten) working days after receiving a complete and valid dossier, the State Bank shall certify or refuse to certify the registration for change of offshore investment-related foreign exchange transactions for the investor.

5. In case of refusal to certify the registration for change of offshore investment-related foreign exchange transactions, the State Bank shall send a written notice to the investor, clearly stating the reason.

Article 14.Validity of written certification of registration or registration for change of offshore investment-related foreign exchange transactions

1. The State Bank’swritten certification of registration or registration for change of offshore investment-related foreign exchange transactions shall automatically expire when the Ministry of Planning and Investment issues a decision invalidating the investor’s offshore investment registration certificate. In this case, the investor may continue to use its/his/her investment capital account for collecting profits, lawful incomes and investment capital transferred from abroad to Vietnam.

2. When a competent agency concludes that the dossier and documents for registration or registration for change of offshore investment-related foreign exchange transactions are forged, the agency competent to certify registration or registration for change of offshore investment-related foreign exchange transactions defined in Article 8 of this Circular shall send a written notice on invalidation of the written certification of registration or registration for change of offshore investment-related foreign exchange transactions to the investor and the credit institution where the investor’s investment capital account is opened, stating the reason.

Chapter IV

OUTBOUND TRANSFER OF FOREIGN CURRENCY AMOUNTS BEFORE GRANT OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATES

Article 15.Principles of outbound transfer of foreign currency amounts before grant of offshore investment registration certificates 

1. An offshore investor may transfer foreign currency amounts abroad it/he/she is granted an offshore investment registration certificate to cover expenses for the formulation of an overseas investment project under Clause 2, Article 19 of Decree No. 83/2015/ND-CP.

2. The limit of foreign currency amount transferred abroad before the grant of an offshore investment registration certificate must comply with Clause 4, Article 19 of Decree No. 83/2015/ND-CP.

3. Investors shall transfer foreign currency amounts abroad beforethey are granted offshore investment registration certificates via foreign-currency pre-investment accounts prescribed in Clause 1, Article 16 of this Circular.

4. Investors shall take responsibility for the use of the foreign currency amount transferred abroad before it/he/she is granted the offshore investment registration certificate for proper purposes prescribed in the laws on offshore investment and foreign exchange management and other relevant laws.

5. Investors shall supply licensed credit institutions with documents proving the transfer of foreign currency amounts abroad before they are granted offshore investment registration certificates for the purposes prescribed in Clause 2, Article 19 of Decree No. 83/2015/ND-CP.

6. The total amount transferred abroad before the grant of an offshore investment registration certificate and the amount registered to be transferred abroad after the grant of such certificate must not exceed the total offshore investment capital in cash stated in the certificate.

7. For an overseas investment project involving more than one investor, each investor’s totalamount transferred abroad before the grant of the offshore investment registration certificate and the amount registered to be transferred abroad after the grant of such certificate must not exceed its/his/her offshore investment capital in cash stated in the certificate.

8. The State Bank shall confirm the foreign currency amount transferred abroad before the investor is granted an offshore investment registration certificate in the written certification of registration of offshore investment-related foreign exchange transactions. 

Article 16.Principles of opening and use of foreign-currency pre-investment accounts

1.Investors shall transfer foreign currency amounts abroad beforethey are granted offshore investment registration certificates via only 1 (one) foreign-currency pre-investment account opened at 1 (one) licensed credit institution.

2. After an offshore investment registration certificate is granted for a project, the foreign currency account prescribed in Clause 1 of this Article shall be used as an investment capital account and registered with the State Bank under Chapter III of this Circular.

3. An investor that wishes to transfer foreign currency amounts abroad before it/he/she is granted an offshore investment registration certificate for more than one overseas investment project shall open a separate foreign-currency pre-investment account for every project.

4. In case of change of the licensed credit institution where the foreign-currencypre-investment account is opened, the investor shall close the existing foreign-currencypre-investment account and transfer the whole balance of this account to the new account. The investor may conduct collection and payment transactions via the new foreign currencypre-investment account only after the old account has been closed and liquidated.

5. The procedures for opening and closing foreign-currency pre-investment accounts must comply with the Sate Bank’s regulations on the opening and use of payment accounts at payment service providers.

6. All collection and payment transactions prescribed in Article 17 of this Circular shall be conducted via foreign-currency pre-investment accounts.

Article 17.Collection and payment transactions via foreign currency pre-investment accounts

1. Collection transactions:

a/ Collecting amounts transferred from foreign currency accounts of investors;

b/ Collecting foreign currency amounts purchased from licensed credit institutions in accordance with law;

c/Collecting foreign currency amounts transferred to Vietnam in case the investor has not yet used up the amount transferred abroad to cover expenses for the formulation of an overseas investment project or the foreign partner refunds expenses for the formulation of an overseas investment project.

2. Payment transactions:

a/ Transferring foreign currency amounts abroad before the grant of offshore investment registration certificates for the purposes prescribed in Clause 2, Article 19 of Decree No. 83/2015/ND-CP;

b/ Selling foreign currencies to licensed credit institutions;

c/ Transferring money amounts into foreign-currency accounts of investors.

Chapter V

TRANSFER OF OVERSEAS PROFITS, LAWFUL INCOMES AND INVESTMENT CAPITAL TO VIETNAM

Article 18.Transfer of profits, lawful incomes and investment capital to Vietnam   

1. Investors shall transfer overseas profits, lawful incomes and investment capital to Vietnam after liquidating or terminating investment projects, reducing investment capital or transferring investment projects in accordance with the current law on offshore investment.

2. Profits, lawful incomes and investment capital transferred to Vietnam after liquidating or terminating investment projects, reducing investment capital or transferring investment projects shall be transferred into investors’ investment capital accounts in accordance with this Circular.

3. In case of termination of offshore investment projects specified at Point d, Clause 1, Article 62 of the Law on Investment, before terminating a project and transferring the whole overseas investment capital amount to a foreign investor, the investor shall notify such to the State Bank or the State Bank’s provincial-level branch of the locality where it/he/she registers offshore investment-related foreign exchange transactions. 

Article 19.Use of profits for overseas reinvestment

1. To use profits earned from overseas investment activities for increasing capital or expanding overseas investment activities, investors shall carry out procedures for modification of offshore investment registration certificates at Vietnamese competent agencies in accordance with the current law on offshore investment, and send reports to the State Bank within 30 (thirty) days after they are granted the modified offshore investment registration certificates.

2. To use profits earned from overseas investment projects for implementing other overseas investment projects, investors shall carry out procedures for grant of offshore investment registration certificates for such other projects and register offshore investment-related foreign exchange transactions with the State Bank under Chapter III of this Circular.

Chapter VI

RESPONSIBILITIES OF RELATED PARTIES

Article 20.Responsibilities of investors

1. Tocomply with regulations on offshore investment, and conduct outbound and inbound transfer of capital and implement offshore investment-related contents in accordance with this Circular.

2.To honestly and fully declarecollection and payment transactions on investment capital accounts and foreign-currency pre-investment accounts; to supply documents related to offshore investment activities as requested and guided by licensed credit institutions.

3. To transfer capital abroad in the foreign currency registered for foreign exchange transactions as certified by the State Bank only after they are granted offshore investment registration certificates. The total value of investment capital registered with the State Bank must not exceed the investor’s investment capital in the foreign currency stated in the offshore investment registration certificate.

4. To take responsibility before law for the accuracy and truthfulness of documents and contents of registration or registration for change of offshore investment-related foreign exchange transactions in accordance with this Circular and relevant laws.

5. To take responsibility for theuse of money on investment capital accounts and foreign-currency pre-investment accounts for the purposes notified to licensed credit institutions and registered with the State Bank.

6. To comply with the reporting regime prescribed in Chapter VII of this Circular and relevant laws.

Article 21.Responsibilities of licensed credit institutions

1. Toguide investors in carrying out procedures for opening and closing investment capital accounts and foreign-currencypre-investment accounts, and conducting collection and payment transactions via such accounts in accordance with this Circular and the State Bank’s regulations on theopening and use of payment accounts.

2. To open or close investment capital accounts and foreign-currency pre-investment accounts at the request of investorsin accordance with this Circular.

3. To transfer investment capital abroad after being granted offshore investment registration certificates at the request of investors only when the investors produce the State Bank’s written certification of registration or registration for change of offshore investment-related foreign exchange transactionsunderChapter III of this Circular.

4. To consider, check and archive papers and documents according to actual transactions in order to ensure that foreign exchange services are provided to investors for proper purposes and in accordance with law.

5. Torequest investors to supply appropriate documents for checking in order to ensure that foreign currency amounts are transferred abroad before the grant of offshore investment registration certificates for the purposes prescribed in Clause 2, Article 19 of Decree No. 83/2015/ND-CP.

6. To certify investors’ accounts and amounts transferred abroad before the grant of offshore investment registration certificates as a basis for the State Bank to certify registration of offshore investment-related foreign exchange transactions.

7. To comply with the reporting regime specified in Chapter VII of this Circular and relevant laws.

8. In case a credit institution licensed to make offshore investment opens an investment capital account or a foreign-currency pre-investment account in its own system, it shall strictly comply with this Circular’s provisions on transfer of investment capital abroad.

Article 22.Responsibilities of the State Bank’s provincial-level branches

1. Toreceive and process applications for registration and registration for change of offshore investment-relatedforeign exchange transactions for investors according to their competence specified in Chapter III of this Circular; to give certification of registration or registration for change of offshore investment-relatedforeign exchange transactions, made according to the forms provided in Appendix No. 3 or 4 to this Circular.

2. Tomonitor, make statistics of, and summarize, the transfer of investment capital abroad by investors in localities for reporting such to the State Bank under Chapter VII of this Circular.

3. Tosupervise and inspect the observance of current regulations on foreign exchange management by investors in localities.

4. Tosend copies of the following documents to the State Bank (the Foreign Exchange Management Department) for coordinated management:

a/ Written certifications of registration and registration for change of offshore investment-related foreign exchange transactions;

b/ Documents invalidating the written certifications of registration and registration for change of offshore investment-related foreign exchange transactions.

Article 23.Responsibilities of the Foreign Exchange Management Department

1. To assume the prime responsibility for, and coordinate with related units of the State Bank in, handling matters related to offshore investment prescribed in this Circular.

2. To process applications for registration and registration for change of offshore investment-related foreign exchange transactions for investors being credit institutions.

Chapter VII

REPORTING REGIME

Article 24.Reporting by licensed credit institutions

Licensed credit institutions whereinvestors open their investment capital accounts or foreign-currency pre-investment accounts shall send reports on collection and payment transactions via such accounts under the State Bank’s current regulations on reporting and statistical regime applicable to units of the State Bank and credit institutions and foreign bank branches.

Article 25.Reporting by investors

Every quarter (by the 5^thof the first month of the quarter following the reporting quarter), investors shall make a report on transfer of investment capital abroad (according to the form provided in Appendix No. 5 to this Circular) for every project for which the offshore investment registration certificate has been granted by a competent agency and send such report to the State Bank’s provincial-level branches of localities where investors other than credit institutions are headquartered or individual investors register permanent residence or other investors make business registration.

Article 26.Reporting by the State Bank’s provincial-level branches

The State Bank’s provincial-level branches shall send reports on the certification of registration and registration for change of offshore investment-related foreign exchange transactions and the transfer of investment capital abroad by investors in localities under the State Bank’s current regulations on reporting and statistical regime applicable to units of the State Bank and credit institutions and foreign bank branches.

Article 27.Requests for extraordinary reports

In extraordinary cases or when necessary, investors, licensed credit institutions and the State Bank’s provincial-level branches shall make reports at the request of the State Bank.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 28.Effect

1. This Circular takes effect on August 13, 2016.

2. This Circular amends Clause 1, Article 2 of the State Bank’s Circular No. 36/2013/TT-NHNN of December 31, 2013, providing the opening and use of foreign currency accounts for making offshore direct investment, as follows:

“1. Vietnamese investors (below referred to as “investors”) include residents that are organizations or individuals licensed to make offshore direct investment in the oil and gas sector in accordance with law”.

3. Investors licensed by the State Bank to open additional foreign currency accounts for transfer of investment capital abroad before the effective date of this Circular may continue operating until their overseas investment projects are completed or terminated.

Article 29.Organization ofimplementation

The Chief of the Office, the Director of the Foreign Exchange Management Department and heads of related units of the State Bank, directors of the State Banks’s provincial-level branches, chairpersons of Boards of Directors or Members’ Councils, and directors general (directors) of licensed credit institutions shall organize the implementation of this Circular.-

For the State Bank Governor
Deputy Governor
NGUYEN THI HONG

* All appendices to this Circular are not translated.