Circular 38/2026/TT-NHNN foreign exchange management for foreign investment activities in Vietnam

CIRCULAR

Providing for foreign exchange management of foreign investment activities in Vietnam

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

Pursuant to Law No. 32/2024/QH15 on Credit Institutions, amended and supplemented under Law No. 96/2025/QH15;

Pursuant to Law No. 143/2025/QH15 on Investment;

Pursuant to Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, amended and supplemented under Ordinance No. 06/2013/UBTVQH13;

Pursuant to the Government’s Decree No. 70/2014/ND-CP detailing a number of articles of the Ordinance on Foreign Exchange and the Ordinance Amending and Supplementing a Number of Articles of the Ordinance on Foreign Exchange;

Pursuant to the Government’s Decree No. 329/2025/ND-CP on issuance of establishment and operation licenses for banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the International Financial Center in Vietnam;

Pursuant to the Government’s Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment;

Pursuant to the Government’s Decree No. 26/2025/ND-CP prescribing the functions, tasks, powers and organizational structure of the State Bank of Vietnam, amended and supplemented under Decree No. 198/2026/ND-CP;

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

The Governor of the State Bank of Vietnam promulgates the Circular providing for foreign exchange management of foreign investment activities in Vietnam.

Chapter I
GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular provides for foreign exchange management of foreign investment activities in Vietnam as prescribed in Article 11 of Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, which is amended and supplemented under Ordinance No. 06/2013/UBTVQH13, and investment activities from the International Financial Center in Vietnam in the rest of Vietnam as prescribed in Article 93 of Decree No. 329/2025/ND-CP on issuance of establishment and operation licenses for banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the International Financial Center in Vietnam, including:

a) Opening and use of foreign-currency and Vietnam-dong investment capital accounts;

b) Capital contribution; transfer of capital, profits and lawful revenues; transfer of investment capital and transfer of investment projects;

c) Other money transfer transactions related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

2. Matters related to foreign exchange management of foreign-invested economic organizations being public companies with shares listed or registered for trading on a Stock Exchange fall outside the scope of regulation of this Circular.

3. Matters related to foreign exchange management of foreign investors and foreign-invested economic organizations when making investments or conducting securities transactions on the securities market as prescribed in Clause 3, Article 73 of Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment fall outside the scope of regulation of this Circular.

Article 2. Subjects of application

This Circular applies to the following subjects:

1. Foreign-invested economic organizations specified in Clause 1, Article 6 of this Circular.

2. Foreign investors and domestic investors making capital contributions to foreign-invested economic organizations specified in Clause 1, Article 6 of this Circular.

3. Foreign investors participating in business cooperation contracts (below referred to as BCC contracts).

4. Foreign investors directly implementing investment projects in the form of public-private partnership (below referred to as PPP) in case where no PPP project enterprise is established.

5. Operators and contractors being foreign investors under petroleum contracts and agreements in the petroleum sector concluded in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties.

6. Member enterprises at the International Financial Center in Vietnam (below referred to as member enterprises) as specified in Clause 6, Article 3 of Decree No. 329/2025/ND-CP.

7. Licensed banks, and organizations and individuals related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

Article 3. Interpretation of terms

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

1. Licensed bank means a commercial bank or foreign bank branch licensed to conduct foreign exchange business and provide foreign exchange services in accordance with law.

2. Member bank means an economic organization established, organized and operating in accordance with Resolution No. 222/2025/QH15 on the International Financial Center in Vietnam, including a member commercial bank specified in Clause 13, Article 3 of Decree No. 329/2025/ND-CP and a member foreign bank branch specified in Clause 4, Article 3 of Decree No. 329/2025/ND-CP.

3. Foreign investment capital account in Vietnam means a foreign-currency or Vietnam-dong payment account opened by the subjects specified in Article 6 at a licensed bank for conducting collection and spending transactions related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam in accordance with this Circular (below referred to as investment capital account).

4. Own foreign currency means foreign currency held in a domestic investor’s payment account, excluding foreign currency purchased or borrowed from credit institutions or foreign bank branches licensed to provide foreign exchange services in Vietnam.

5. Investor means an organization or individual specified in Clause 18, Article 3 of Law No. 143/2025/QH15 on Investment and a contractor specified in Clause 5, Article 2 of this Circular.

Article 4. General principles

1. Investors and member enterprises may make capital contributions in foreign currencies or Vietnam dong as specified in investment registration certificates; establishment and operation licenses issued in accordance with specialized law (for foreign-invested economic organizations established and operating under specialized law); notices of satisfaction of conditions for capital contribution, purchase of shares or purchase of capital contributions by foreign investors; enterprise registration certificates; PPP contracts concluded with competent state agencies; BCC contracts; petroleum contracts; and other documents proving that the capital contribution complies with law, except capital contributions specified in Clause 5 of this Article.

In case of capital contributions in multiple currencies, investors and member enterprises may select one of the contribution currencies stated in the documents specified in this Clause as the currency for conversion and determination of the total value of capital contributions, which shall be used consistently throughout the capital contribution process. The total value of capital contributions after conversion must not exceed the capital contribution amount specified in the above-mentioned documents. The conversion exchange rate is the exchange rate applied, at the time the amount is credited to the investment capital account, by the licensed bank at which the subjects specified in Article 6 of this Circular open their investment capital accounts.

2. Domestic investors may make capital contributions using their own foreign currency.

3. Contractors under petroleum contracts and agreements in the petroleum sector concluded in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties may purchase foreign currency from licensed banks for making capital contributions in accordance with the petroleum law.

4. Capital contributions in monetary form by investors and member enterprises shall be made by account transfer into foreign-currency or Vietnam-dong investment capital accounts.

5. Investors and member enterprises may transfer money into investment capital accounts for making capital contributions, changing capital contributions or changing the ratios of capital contributions before foreign-invested economic organizations carry out procedures for registration of an increase in charter capital, change in capital contributions or change in the ratios of capital contributions.

6. Operators and contractors being foreign investors under petroleum contracts and agreements in the petroleum sector concluded in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties may use foreign-currency or Vietnam-dong payment accounts opened at licensed banks to receive revenues permitted to be transferred from investment capital accounts as prescribed in Articles 8 and 9 of this Circular.

Article 5. Money transfers for investment preparation activities

1. Before being granted by a competent agency an investment registration certificate, a notice of satisfaction of conditions for capital contribution, purchase of shares or purchase of capital contributions by a foreign investor, an enterprise registration certificate, an establishment and operation license in accordance with specialized law (for a foreign-invested economic organization established and operating under specialized law), or a concluded PPP contract, payment of lawful expenses during the period of carrying out investment preparation activities in Vietnam shall be made as follows:

a) A foreign investor may transfer money from abroad or from a payment account opened at a licensed bank in Vietnam;

b) A member enterprise may transfer money from a payment account opened at a licensed bank in Vietnam.

2. After being granted by a competent agency an investment registration certificate, a notice of satisfaction of conditions for capital contribution, purchase of shares or purchase of capital contributions by a foreign investor, an enterprise registration certificate, an establishment and operation license in accordance with specialized law (for a foreign-invested economic organization established and operating under specialized law), or a concluded PPP contract, the amount transferred by the foreign investor or member enterprise as prescribed in Clause 1 of this Article may be used to:

a) Convert part or all of such amount into capital contribution;

b) Convert part or all of such amount into a foreign loan of the foreign-invested economic organization. In case of conversion into a foreign loan, the foreign-invested economic organization shall comply with the law on borrowing and repayment of foreign loans;

c) Refund to the foreign investor or member enterprise the amount transferred for carrying out investment preparation activities after deducting lawful expenses related to investment preparation activities in Vietnam.

3. The transactions specified in Clause 2 of this Article shall be carried out on the basis of presentation of valid documents and papers proving the amount transferred and lawful expenses related to investment preparation activities in Vietnam, ensuring compliance with regulations on foreign exchange management, the investment law, the accounting law and relevant laws.

4. In case where a foreign investor has established an economic organization before carrying out procedures for grant or modification of an investment registration certificate and has opened an investment capital account as prescribed in Clause 3, Article 7 of this Circular, money transfers for investment preparation activities shall be made through the opened investment capital account.

Chapter II

PROVISIONS ON OPENING AND USE OF INVESTMENT CAPITAL ACCOUNTS

Article 6. Subjects opening investment capital accounts

1. Foreign-invested economic organizations, including:

a) Economic organizations established by foreign investors or member enterprises in accordance with the investment law and relevant laws;

b) Foreign-invested economic organizations in which foreign investors or member enterprises are members or shareholders holding more than 50% of the charter capital through capital contribution, purchase of shares or purchase of capital contributions;

c) PPP project enterprises established by foreign investors.

2. Foreign investors and member enterprises participating in BCC contracts.

3. Foreign investors directly implementing PPP projects in case where no PPP project enterprise is established.

4. Contractors being foreign investors under petroleum contracts and agreements in the petroleum sector concluded in the name of the State or Government of the Socialist Republic of Vietnam with foreign contracting parties (below referred to as foreign investors in petroleum activities).

Article 7. Principles of opening and use of investment capital accounts

1. The subjects specified in Article 6 of this Circular may open 01 (one) foreign-currency investment capital account and/or 01 (one) Vietnam-dong investment capital account at the same 01 (one) licensed bank.

In case where capital contributions are to be made in multiple foreign currencies, 01 (one) investment capital account corresponding to each foreign currency may be opened at the same 01 (one) licensed bank for conducting collection and spending transactions as prescribed in Article 8 of this Circular.

2. In case of implementing multiple BCC contracts, petroleum contracts or PPP projects, each foreign investor or member enterprise shall open a separate investment capital account for each contract or PPP project.

For each BCC contract, petroleum contract or PPP project, a foreign investor or member enterprise may open 01 (one) foreign-currency investment capital account corresponding to each foreign currency and/or 01 (one) Vietnam-dong investment capital account at the same 01 (one) licensed bank.

3. In case where a foreign investor establishes an economic organization before carrying out procedures for grant or modification of an investment registration certificate, such foreign-invested economic organization may open 01 (one) foreign-currency investment capital account and/or 01 (one) Vietnam-dong investment capital account at the same 01 (one) licensed bank before being granted or having modified the investment registration certificate, and may use such account only for receipt of charter capital and interest arising from the account balance; payment of lawful expenses related to investment preparation activities in Vietnam; and refund of capital to the investor or member enterprise in case where the investment registration certificate is not granted or modified.

After being granted or having modified the investment registration certificate, such subjects may open additional investment capital accounts in other foreign currencies as prescribed in Clause 1 of this Article and may use the investment capital accounts already opened for conducting collection and spending transactions as prescribed in Articles 8 and 9 of this Circular.

4. In case of change of the licensed bank at which an investment capital account is opened, the subjects specified in Article 6 of this Circular shall comply with the following principles:

a) To open a new investment capital account at another 01 (one) licensed bank and transfer the entire balance of the previously opened investment capital account to the new investment capital account, and then close the old investment capital account;

b) The new investment capital account may only be used for conducting the collection and spending transactions specified in Articles 8 and 9 of this Circular after completion of the steps specified at Point a of this Clause, except the collection transaction involving receipt of the balance transferred from the previously opened investment capital account.

5. Except the case where an investment capital account is being used for foreign borrowing and repayment or fulfillment of lawful payment obligations, the subjects specified in Article 6 of this Circular shall close their investment capital accounts according to the following principles:

a) The subjects specified at Point a, Clause 1, Article 6 of this Circular shall close their opened investment capital accounts in the following cases:

(i) No foreign investor or member enterprise continues to own shares or capital contributions in such economic organization;

(ii) The investment registration certificate is not granted or modified in accordance with the investment law and the capital contribution amount has been refunded to the foreign investor or member enterprise;

(iii) The economic organization is dissolved, declared bankrupt or terminates operation in accordance with law;

(iv) Transfer of an investment project results in a change of the initially registered legal entity of such economic organization.

b) The subjects specified in Clause 1, Article 6 of this Circular shall close their opened investment capital accounts in the following cases:

(i) After completion of the transfer of shares or capital contributions or change of charter capital at the economic organization specified at Point b, Clause 1, Article 6 of this Circular, the percentage of shares or capital contributions owned by foreign investors or member enterprises in such economic organization is equal to or lower than 50%;

(ii) After the foreign-invested economic organization becomes a public company with shares listed or registered for trading on a Stock Exchange.

After closing the investment capital account as prescribed at this Point, foreign investors or member enterprises that continue to own shares or capital contributions in the foreign-invested economic organization shall conduct collection and spending transactions related to such investment through an indirect investment account in accordance with regulations on foreign exchange management of foreign indirect investment activities in Vietnam.

c) In case where the investment capital account has been closed as prescribed at Point a of this Clause, refunded capital amounts and other lawful revenues arising from investment activities or investment projects of a foreign investor in such economic organization, and other lawful revenues arising from investment activities from the International Financial Center in Vietnam in the rest of Vietnam or from investment projects of a member enterprise in such economic organization, may be transferred to:

(i) A foreign-currency or Vietnam-dong payment account of the foreign investor opened at a licensed bank, or transferred abroad;

(ii) A foreign-currency or Vietnam-dong payment account opened at a licensed bank, or a capital account of the member enterprise opened at a member bank.

6. In case where a foreign investor or member enterprise increases its ownership percentage of charter capital in a foreign-invested economic organization, resulting in the foreign investor or member enterprise holding more than 50% of the charter capital of such foreign-invested economic organization, the foreign-invested economic organization shall open an investment capital account in accordance with this Circular; the foreign investor or member enterprise shall close the opened indirect investment account if it no longer has a need to conduct foreign indirect investment activities in Vietnam.

7. Procedures for opening and closing investment capital accounts shall comply with regulations of the Governor of the State Bank of Vietnam on opening and use of payment accounts at payment service providers.

Article 8. Collection and spending transactions on foreign-currency investment capital accounts

1. Collection transactions:

a) Account transfers of capital contribution amounts of investors and member enterprises in foreign-invested economic organizations, foreign investors participating in BCC contracts, foreign investors directly implementing PPP projects, and foreign investors in petroleum activities;

b) Account transfers for payment of the transfer value of capital or investment projects, or the transfer value of participating interests, rights and obligations of contractors;

c) Refunds of transfer value in case where the transfer is not completed;

d) Foreign currency purchased from licensed credit institutions for transferring abroad capital, profits and lawful revenues from foreign investment activities in Vietnam of foreign investors;

dd) Foreign currency purchased from licensed credit institutions for transferring capital, profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam to capital accounts of member enterprises opened at member banks;

e) Transfers from payment accounts opened at licensed banks by operators under petroleum contracts and by the subjects specified in Article 6 of this Circular for transferring abroad capital, profits and lawful revenues from foreign investment activities in Vietnam of foreign investors;

g) Transfers from payment accounts opened at licensed banks by the subjects specified in Article 6 of this Circular for transferring capital, profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam to capital accounts of member enterprises opened at member banks;

h) Transfer of the balance from a previously opened investment capital account to a new investment capital account in case of change of the investment capital account or change of the licensed bank; or receipts from foreign currency conversion in case where investment capital accounts in multiple foreign currencies are opened at the same 01 (one) licensed bank;

i) Share premium from the issuance of shares by foreign-invested economic organizations;

k) Revenues from domestic sales of petroleum products;

l) Account transfers related to foreign loans in foreign currencies of foreign-invested economic organizations in accordance with the law on borrowing and repayment of foreign loans;

m) Other lawful collections in foreign currencies related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

2. Spending transactions:

a) Transfers to foreign-currency payment accounts opened at licensed banks by operators under petroleum contracts and by the subjects specified in Article 6 of this Circular for carrying out foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam;

b) Sale of foreign currency to licensed credit institutions for transfer into Vietnam-dong payment accounts of operators under petroleum contracts and of the subjects specified in Article 6 of this Circular;

c) Payment of the transfer value of capital or investment projects to transferors overseas; payment of the transfer value of participating interests, rights and obligations of contractors to transferors overseas or in Vietnam; or sale of foreign currency for payment in Vietnam dong of the transfer value of capital or investment projects to transferors in Vietnam;

d) Transfer abroad, or to payment accounts of foreign investors opened at licensed banks, of profits and lawful revenues in foreign currencies from foreign investment activities in Vietnam of foreign investors;

dd) Transfer of profits and lawful revenues in foreign currencies from investment activities from the International Financial Center in Vietnam in the rest of Vietnam of member enterprises to capital accounts opened at member banks or to payment accounts of member enterprises opened at licensed banks;

e) Transfer of capital in foreign currencies of foreign investors abroad or to payment accounts of foreign investors opened at licensed banks in case of capital reduction, completion, liquidation or termination of operation of investment projects, petroleum contracts, BCC contracts or PPP contracts in accordance with law;

g) Transfer of capital in foreign currencies of member enterprises to capital accounts opened at member banks or to payment accounts of member enterprises opened at licensed banks in case of capital reduction, completion, liquidation or termination of operation of investment projects or BCC contracts in accordance with law;

h) Foreign currency conversion for transferring abroad capital, profits and lawful revenues from foreign investment activities in Vietnam, or for transferring capital, profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam to the International Financial Center in Vietnam, in case where the currency in which the capital, profits and lawful revenues are transferred is different from the currency of the opened investment capital account;

i) Refund of capital contribution amounts and lawful expenses during the period of carrying out investment preparation activities in case where an investment registration certificate is not granted or modified or an enterprise registration certificate is not granted; refund of capital contribution amounts and lawful expenses specified in Clause 5, Article 4 of this Circular in case where an enterprise registration certificate is not granted; or refund of the transfer value of investment capital or investment projects, or the transfer value of participating interests, rights and obligations of contractors, in case where the transfer is not completed;

k) Transfer of the balance from a previously opened investment capital account to a new investment capital account in case of change of the investment capital account or change of the licensed bank; or foreign currency conversion in case where investment capital accounts in multiple foreign currencies are opened at the same 01 (one) licensed bank;

l) Account transfers related to foreign loans in foreign currencies of foreign-invested economic organizations in accordance with the law on borrowing and repayment of foreign loans;

m) Other lawful spending in foreign currencies related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

Article 9. Collection and spending transactions on Vietnam-dong investment capital accounts

1. Collection transactions:

a) Account transfers of capital contribution amounts of investors and member enterprises in foreign-invested economic organizations, foreign investors participating in BCC contracts, foreign investors directly implementing PPP projects, and foreign investors in petroleum activities;

b) Account transfers for payment of the transfer value of capital or investment projects, or the transfer value of participating interests, rights and obligations of contractors;

c) Refunds of transfer value in case where the transfer is not completed;

d) Account transfers of profits distributed in Vietnam dong from foreign investment activities in Vietnam of investors and from investment activities from the International Financial Center in Vietnam in the rest of Vietnam of member enterprises for increasing capital or expanding investment activities in Vietnam;

dd) Transfers from payment accounts opened at licensed banks by operators under petroleum contracts and by the subjects specified in Article 6 of this Circular for transferring, or purchasing foreign currency for transferring, abroad capital, profits and lawful revenues from foreign investment activities in Vietnam of foreign investors;

e) Transfers from payment accounts opened at licensed banks by the subjects specified in Article 6 of this Circular for purchasing foreign currency for transferring capital, profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam of member enterprises to capital accounts opened at member banks;

g) Account transfers of balances from previously opened investment capital accounts to new investment capital accounts in case of change of investment capital accounts or change of licensed banks;

h) Share premium from the issuance of shares by foreign-invested economic organizations;

i) Revenues from domestic sales of petroleum products;

k) Account transfers related to foreign loans in Vietnam dong of foreign-invested economic organizations permitted to borrow foreign loans in Vietnam dong in accordance with the law on borrowing and repayment of foreign loans;

l) Other lawful collections in Vietnam dong related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

2. Spending transactions:

a) Transfers to Vietnam-dong payment accounts opened at licensed banks by operators under petroleum contracts and by the subjects specified in Article 6 of this Circular for carrying out foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam;

b) Payment of the transfer value of capital or investment projects to transferors in Vietnam; purchase of foreign currency for payment of the transfer value of capital or investment projects to transferors overseas, or for payment of the transfer value of participating interests, rights and obligations of contractors to transferors overseas or in Vietnam;

c) Purchase of foreign currency by account transfer for transferring abroad profits and lawful revenues from foreign investment activities in Vietnam of foreign investors;

d) Purchase of foreign currency by account transfer for transferring profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam to capital accounts of member enterprises opened at member banks;

dd) Transfer of capital to payment accounts of investors opened at licensed banks, or purchase of foreign currency for transferring abroad capital of foreign investors, in case of capital reduction, completion, liquidation or termination of operation of investment projects, BCC contracts, PPP contracts or petroleum contracts in accordance with law;

e) Transfer of capital to payment accounts of member enterprises opened at licensed banks, or purchase of foreign currency for transferring capital of member enterprises to capital accounts opened at member banks, in case of capital reduction, completion, liquidation or termination of operation of investment projects or BCC contracts in accordance with law;

g) Transfer abroad, or to payment accounts of foreign investors opened at licensed banks, of profits and lawful revenues in Vietnam dong from foreign investment activities in Vietnam of foreign investors;

h) Transfer of profits and lawful revenues in Vietnam dong from investment activities from the International Financial Center in Vietnam in the rest of Vietnam to payment accounts of member enterprises opened at licensed banks;

i) Refund of capital contribution amounts and lawful expenses during the period of carrying out investment preparation activities in case where an investment registration certificate is not granted or modified or an enterprise registration certificate is not granted; refund of capital contribution amounts and lawful expenses specified in Clause 5, Article 4 of this Circular in case where an enterprise registration certificate is not granted; refund of the transfer value of investment capital or investment projects, or purchase of foreign currency for refunding the transfer value of participating interests, rights and obligations of contractors, in case where the transfer is not completed;

k) Transfer of Vietnam-dong balances from previously opened investment capital accounts to new investment capital accounts in case of change of investment capital accounts or change of licensed banks;

l) Account transfers related to foreign loans in Vietnam dong of foreign-invested economic organizations permitted to borrow foreign loans in Vietnam dong in accordance with the law on borrowing and repayment of foreign loans;

m) Other lawful spending in Vietnam dong related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam in the rest of Vietnam.

Chapter III

TRANSFER OF CAPITAL, PROFITS AND LAWFUL REVENUES, AND PAYMENT OF TRANSFER VALUE

Article 10. Payment of transfer value

1. Payment of the transfer value of shares or capital contributions in foreign-invested economic organizations specified in Clause 1, Article 6 of this Circular shall be made as follows:

a) Payment between nonresident investors; between member enterprises; between a member enterprise and a nonresident investor; or between resident investors shall not be made through investment capital accounts;

b) Payment between a member enterprise and a resident investor, or between a nonresident investor and a resident investor, shall be made through investment capital accounts.

2. Under BCC contracts, payment of the transfer value of investment projects between a member enterprise and a nonresident investor; between a member enterprise and a resident investor; between a nonresident investor and a resident investor; between nonresident investors; or between member enterprises shall be made through investment capital accounts.

3. Under PPP projects, payment of the transfer value of investment projects between nonresident investors, or between a nonresident investor and a resident investor directly implementing a PPP project, shall be made through investment capital accounts.

4. Under petroleum contracts, payment of the transfer value of investment projects, participating interests, and rights and obligations of contractors between a nonresident investor and a resident investor shall be made through investment capital accounts.

Article 11. Transfer of capital of foreign investors and member enterprises in case of capital reduction, transfer, completion, liquidation or termination of contracts or investment projects

Transfer of capital in case of capital reduction; transfer of investment projects; transfer of shares or capital contributions in foreign-invested economic organizations; transfer of participating interests, and rights and obligations of contractors under petroleum contracts; or completion, liquidation or termination of operation of investment projects, BCC contracts, petroleum contracts or PPP contracts of foreign investors or member enterprises shall be made as follows:

1. Capital of foreign investors transferred abroad, or capital of member enterprises transferred to capital accounts opened at member banks, shall be transferred through investment capital accounts, except the cases specified at Point c, Clause 5, Article 7 and Point a, Clause 1, Article 10 of this Circular.

2. In case where capital is not transferred abroad or into the International Financial Center in Vietnam, such capital shall be transferred from investment capital accounts to payment accounts opened by such foreign investors or member enterprises at licensed banks for implementing other projects or investment activities of such foreign investors or member enterprises in Vietnam in accordance with the investment law.

Article 12. Transfer of profits and lawful revenues of foreign investors and member enterprises

1. Profits and lawful revenues from foreign investment activities in Vietnam of foreign investors transferred abroad, or profits and lawful revenues from investment activities from the International Financial Center in Vietnam in the rest of Vietnam of member enterprises transferred to capital accounts opened at member banks, shall be transferred through investment capital accounts, except the case specified at Point c, Clause 5, Article 7 of this Circular.

2. In case where profits and lawful revenues are not transferred abroad or into the International Financial Center in Vietnam, such profits and lawful revenues shall be transferred from investment capital accounts to payment accounts opened by such foreign investors or member enterprises at licensed banks for implementing other projects or investment activities of such foreign investors or member enterprises in Vietnam in accordance with the investment law.

Article 13. Currency used for valuation and payment of transfer value

1. Valuation and payment of the transfer value of capital or investment projects between nonresident investors; between a nonresident investor and a member enterprise; or between investors being member enterprises may be made in foreign currency.

2. Valuation and payment of the transfer value of investment projects under petroleum contracts, and of the transfer value of participating interests, rights and obligations of contractors under petroleum contracts, between nonresident investors; or between a foreign investor in petroleum activities in Vietnam and a resident investor may be made in foreign currency.

3. Except the case specified in Clause 2 of this Article, valuation and payment of the transfer value of capital or investment projects between a resident investor and a nonresident investor, between a resident investor and a member enterprise, or between resident investors shall be made in Vietnam dong.

Chapter IV

RESPONSIBILITIES OF RELATED PARTIES

Article 14. Responsibilities of licensed banks

1. To guide customers in properly complying with this Circular and relevant laws.

2. To promulgate internal regulations on dossiers, order and procedures for opening and use of investment capital accounts, and regulations on transparency of fund flows when making money transfers for investors and member enterprises (requiring the amount and purpose of each money transfer to be clearly stated in each money transfer order), and publicly notify such regulations to investors and member enterprises for information and compliance.

3. To examine and retain papers and documents compatible with actual transactions in order to ensure that foreign exchange services are provided for proper purposes and in accordance with this Circular and relevant laws.

4. To comply with the law on anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction.

5. To sell foreign currency to foreign investors and foreign-invested economic organizations for transfer abroad; and to sell foreign currency to member enterprises for transfer to capital accounts opened at member banks, on the basis of the licensed banks’ ability to self-balance their foreign currency sources and in accordance with law.

6. To sell foreign currency to contractors under petroleum contracts for making capital contributions in accordance with the petroleum law.

7. At the request of account holders, to provide written confirmations or authenticated electronic confirmations of the banks regarding account balances and information on transactions conducted through payment accounts and investment capital accounts of investors, foreign-invested economic organizations and member enterprises.

8. To implement the reporting regime as prescribed in Article 17 of this Circular.

Article 15. Responsibilities of investors and member enterprises

1. To comply with regulations on foreign exchange management of foreign investment activities in Vietnam as prescribed in this Circular and relevant laws.

2. To truthfully and fully declare transaction contents and clearly state the purposes of money transfers related to foreign investment activities in Vietnam; provide relevant documents and papers at the request and under the guidance of licensed banks; and take responsibility before law for the authenticity of the documents and papers provided to licensed banks.

3. After being granted or having modified by competent agencies investment registration certificates, enterprise registration certificates or equivalent papers, the subjects specified in Clause 1, Article 6 shall supplement such documents to the licensed banks at which their investment capital accounts are opened.

4. To implement the reporting regime as prescribed in Clause 2, Article 17 of this Circular.

Article 16. Responsibilities of Regional State Banks

1. To guide related organizations and individuals in their localities in fully complying with this Circular.

2. To inspect, examine and supervise, according to their competence, compliance with regulations on the opening and use of investment capital accounts prescribed in this Circular. To handle violations of law in the foreign exchange sector in accordance with law.

3. To coordinate with related agencies and organizations in performing foreign exchange management of foreign investment activities in Vietnam in their localities in accordance with law.

Article 17. Reporting regime

1. Licensed banks shall submit periodical reports in accordance with the State Bank of Vietnam’s current regulations on the statistical reporting regime.

2. In extraordinary cases or when necessary, the subjects specified in Article 6 of this Circular and licensed banks shall report relevant contents at the request of the State Bank of Vietnam.

Chapter V

IMPLEMENTATION PROVISIONS

Article 18. Effect

1. This Circular takes effect on August 18, 2026.

2. Circular No. 06/2019/TT-NHNN guiding foreign exchange management of foreign direct investment activities in Vietnam shall cease to be effective from the effective date of this Circular.

3. Clauses 3 and 4, Article 11 of Circular No. 03/2025/TT-NHNN providing for the opening and use of Vietnam-dong accounts for conducting foreign indirect investment activities in Vietnam shall cease to be effective from the effective date of this Circular.

4. This Circular amends and supplements a number of articles of Circular No. 16/2014/TT-NHNN guiding the use of foreign-currency accounts and Vietnam-dong accounts of residents and nonresidents at licensed banks, as amended and supplemented under Circular No. 49/2018/TT-NHNN, as follows:

a) To add the fourth dash to Point d, Clause 1, Article 3; the third dash to Point d, Clause 1, Article 4; the fourth dash to Point d, Clause 1, Article 5; and the third dash to Point d, Clause 1, Article 6: “- Receipt of foreign currency by account transfer from investment capital accounts of subjects permitted to open investment capital accounts in accordance with regulations of the Governor of the State Bank of Vietnam on foreign exchange management of foreign investment activities in Vietnam”;

b) To add the fourth dash to Point b, Clause 1, Article 7: “- Receipt of Vietnam dong by account transfer from investment capital accounts of subjects permitted to open investment capital accounts in accordance with regulations of the Governor of the State Bank of Vietnam on foreign exchange management of foreign investment activities in Vietnam”.

5. To replace the phrases “direct investment capital account” and “foreign direct investment capital account” with the phrase “foreign investment capital account in Vietnam” in Circulars of the Governor of the State Bank of Vietnam promulgated before the effective date of this Circular.

6. In case where legal documents referred to for application in this Circular are amended, supplemented or replaced, the amending, supplementing or replacing legal documents shall apply.

Article 19. Transitional provisions

1. In case where a foreign-invested economic organization has opened a payment account to receive charter capital contributions before the effective date of this Circular, the above-mentioned charter capital contribution amount may be transferred to the investment capital account of the foreign-invested economic organization opened in accordance with this Circular.

2. Foreign investors in petroleum activities that conducted foreign investment activities in Vietnam before the effective date of this Circular may open and use investment capital accounts in accordance with this Circular for conducting collection and spending transactions related to foreign investment activities in Vietnam in the petroleum sector.

In case where, before the effective date of this Circular, a foreign investor in petroleum activities opened a payment account for conducting collection and spending transactions related to foreign investment activities in Vietnam in the petroleum sector in accordance with the law applicable at the time the transactions arose, such investor may continue to use that account until completing the opening of an investment capital account in accordance with this Circular. The transfer of the balance and related rights and obligations to the investment capital account shall be made under an agreement between the customer and the licensed bank, ensuring compliance with the law on foreign exchange management. Within 12 months from the effective date of this Circular, foreign investors in petroleum activities shall complete the opening of investment capital accounts in accordance with this Circular.

3. Within 12 months from the effective date of this Circular, subjects that are required to close investment capital accounts under Point a(i) and Point a(ii), Clause 5, Article 7 of this Circular but have not yet done so shall close such investment capital accounts in accordance with regulations.

Article 20. Organization of implementation

Heads of units under the State Bank of Vietnam, licensed banks, and related organizations and individuals shall be responsible for implementing this Circular.

For the Governor

Deputy Governor

PHAM THANH HA