Circular 44/2026/TT-NHNN amending Circular 40/2025/TT-NHNN on foreign exchange management for offshore oil and gas investment

CIRCULAR

Amending and supplementing a number of articles of Circular No. 40/2025/TT-NHNN guiding foreign exchange management for offshore investment in oil and gas activities

^{___________________}

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

Pursuant to Law No. 32/2024/QH15 on Credit Institutions, which is amended and supplemented by 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, which is amended and supplemented by Ordinance No. 06/2013/UBTVQH13;

Pursuant to the Government’s Decree No. 70/2014/ND-CP detailing the implementation of 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. 26/2025/ND-CP defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam, which is amended and supplemented by the Decree No. 198/2026/ND-CP;

Pursuant to the Government’s Decree No. 132/2024/ND-CP providing offshore investment in oil and gas activities;

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

The Governor of the State Bank of Vietnam promulgates the Circular amending and supplementing a number of articles of Circular No. 40/2025/TT-NHNN guiding foreign exchange management for offshore investment in oil and gas activities.

Article 1. Addition of Clause 4 to Article 1

“4. Opening and use of investment capital accounts, and registration of, or registration of changes in, foreign exchange transactions for offshore investment projects in oil and gas activities of state-owned groups and corporations in accordance with the Government’s regulations in cases where procedures for issuance of offshore investment registration certificates are not required under the investment law (below referred to as state-owned groups and corporations).”.

Article 2. Amendment and supplementation of a number of clauses and points of Article 6

1. To amend and supplement Clause 1 as follows:

“1. After an offshore investment registration certificate is issued for a project subject to issuance of an offshore investment registration certificate, or after information is declared and updated on the National investment information system in accordance with the investment law for an offshore investment project of a state-owned group or corporation, the investor shall open 01 payment account in 01 foreign currency suitable to the need for transferring investment capital abroad at one licensed bank, except the case specified in Clause 5, Article 4 of this Circular, to conduct collection and payment transactions related to offshore investment in oil and gas activities (below referred to as investment capital account).”.

2. To amend and supplement Clause 4 as follows:

“4. In case of a change of investor due to the transfer of an overseas oil and gas project between domestic investors, the investor as the transferee of the project shall open a new investment capital account at a licensed bank and register foreign exchange transactions with the State Bank’s regional branch in accordance with regulations to continue conducting collection and payment transactions related to offshore investment in oil and gas activities.

In case of transfer of the whole project to a domestic investor, the investor as the transferor shall close its investment capital account within 20 working days from the date the modified offshore investment registration certificate takes effect or the decision on termination of the project takes effect in accordance with the investment law, and shall notify the account closure to the State Bank’s regional branch where the registration of foreign exchange transactions is confirmed or where the latest registration of changes in foreign exchange transactions is confirmed in case changes have been registered.”.

3. To amend and supplement Point b, Clause 5 as follows:

“b) Register changes in foreign exchange transactions related to offshore investment in oil and gas activities with the State Bank’s regional branch in accordance with Articles 10 and 10a of this Circular;”.

Article 3. Amendment and supplementation of a number of clauses of Article 10

1. To add Clause 1a after Clause 1 as follows:

“1a. After declaring and updating information on the National investment information system in accordance with the investment law for an offshore investment project of a state-owned group or corporation, the investor shall register, or register changes in, foreign exchange transactions with the State Bank’s regional branch in the locality where the investor’s head office is located. In case a project involves multiple investors, each investor shall register, or register changes in, foreign exchange transactions related to offshore investment in oil and gas activities with the State Bank’s regional branch.

An investor shall register changes in foreign exchange transactions in the cases specified in Clause 1, Article 16 of the Decree No. 132/2024/ND-CP.”

2. To amend and supplement Clause 2 as follows:

“2. In case of using profits generated from an offshore investment project to implement a new investment project in overseas oil and gas activities in accordance with law, the investor shall register foreign exchange transactions related to offshore investment in oil and gas activities with the State Bank’s regional branch in the locality where the investor’s head office is located.”.

3. To amend and supplement Clause 3 as follows:

“3. Applications for registration of, or registration of changes in, foreign exchange transactions related to offshore investment in oil and gas activities shall be made according to Form No. 01 or Form No. 02 provided in the Appendix to Decree No. 132/2024/ND-CP.

Applications for registration of, or registration of changes in, foreign exchange transactions related to offshore investment in oil and gas activities for offshore investment projects of state-owned groups and corporations shall be made according to the forms provided in Appendices VII and VIII to this Circular.”.

4. To amend and supplement Clause 6 as follows:

“6. From the date of receipt of a complete and valid dossier from an investor, within 10 working days for a project subject to issuance of an offshore investment registration certificate or within 30 working days for an offshore investment project of a state-owned group or corporation, the State Bank’s regional branch shall send the investor a letter of confirmation of registration of, or registration of changes in, foreign exchange transactions related to offshore investment in oil and gas activities in electronic or paper form.

In case of refusal to confirm the registration of, or registration of changes in, foreign exchange transactions, the State Bank’s regional branch shall send the investor an electronic or paper document clearly stating the reason.”.

Article 4. Addition of Article 10a after Article 10:

“Article 10a. Dossiers for registration of, or registration of changes in, foreign exchange transactions for offshore investment projects of state-owned groups and corporations

1. A dossier for registration of foreign exchange transactions must comprise:

a) An application for registration of foreign exchange transactions, made according to the form provided in Appendix VII to this Circular;

b) The tax authority’s letter of confirmation of the investor’s fulfillment of tax payment obligations, except the case of using profits generated abroad specified in Clause 2, Article 10 of this Circular. The date of the tax authority’s confirmation must not be more than 03 months prior to the date of submission of the dossier for registration of foreign exchange transactions;

c) A document on the legal status of the investor;

d) A written investment approval or investment license issued by a competent authority of the host country, or a document proving the right to conduct investment activities in the host country in accordance with the regulations of the host country;

dd) The licensed bank’s letter of confirmation of the opening of the investor’s investment capital account, clearly stating the account number, account name, currency and date of account opening;

e) A document proving that the investor participates in the management of an overseas economic organization, in case of contribution of capital to, purchase of shares of, or purchase of capital contributions in, an overseas economic organization;

g) A document determining the location for implementation of the investment project under Clause 2, Article 6 of the Decree No. 132/2024/ND-CP;

h) A document related to the competence to decide on offshore investment in accordance with law;

i) An agreement between the two Governments or written agreements between agencies of the two countries approved by the Government (if any);

k) Other documents related to the investor’s offshore investment in oil and gas activities (if any).

2. A dossier for registration of changes in foreign exchange transactions must comprise:

a) An application for registration of changes in foreign exchange transactions, made according to the form provided in Appendix VIII to this Circular;

b) A letter of confirmation issued by the licensed bank where the investor is currently maintaining its investment capital account, stating the account number, account name, currency and balance on such account; the amounts transferred abroad on each occasion and the amounts transferred to Vietnam on each occasion up to the time the change occurs;

c) A document proving the changes in foreign exchange transactions as compared with the contents specified in the letter of confirmation of registration of foreign exchange transactions or the latest letter of confirmation of registration of changes in foreign exchange transactions.

3. Documents in the paper dossiers specified in Clauses 1 and 2 of this Article shall be prepared as follows:

a) Applications for registration of foreign exchange transactions, applications for registration of changes in foreign exchange transactions, and written commitments of investors must be primary-source documents or originals;

b) Documents issued by competent authorities of Vietnam or certified for investors by licensed banks must be primary-source documents or originals, copies issued from master registers, or copies accompanied by primary-source documents for comparison;

c) Documents issued by competent authorities of host countries must be primary-source documents or originals, copies issued from master registers, or printouts of electronic documents in case such documents are issued in electronic form in accordance with the regulations of the host countries. In case an investor uses printouts of electronic documents, the investor shall submit them together with a written commitment to take responsibility before law for the accuracy, completeness and lawfulness of the provided documents;

d) Documents proving the right to conduct investment activities in host countries; investment contracts or agreements or other documents concluded by investors with foreign partners, or documents related to investors’ decisions on offshore investment must be primary-source documents or originals, or copies certified by the investors as copies of the originals.

4. Dossiers for registration of foreign exchange transactions or registration of changes in foreign exchange transactions must be made in Vietnamese, in which:

a) Where the original version of a dossier component is in a foreign language, it shall be translated into Vietnamese, except proper names of individuals, overseas economic organizations or places. The translator’s signature on the Vietnamese translation shall be certified in accordance with Vietnamese law, except the case specified at Point b of this Clause;

b) Investment contracts or agreements or other documents concluded by investors with foreign partners shall be translated and certified by the investors themselves, and the investors shall take responsibility before law for the accuracy of their translations.”.

Article 5. Addition of Clauses 9, 10 and 11 to Article 14

“9. To take responsibility for the accuracy of reported data and comply with the regulations on the statistical reporting regime provided in this Circular.

10. To produce dossiers, documents and papers proving money transfer transactions related to offshore investment in oil and gas activities in accordance with regulations of licensed banks. To take responsibility before law for the lawfulness, accuracy, completeness and truthfulness of dossiers and documents, contents of dossiers for registration of foreign exchange transactions or registration of changes in foreign exchange transactions, and of written notices in accordance with this Circular and relevant regulations.

11. Investors that are state-owned groups or corporations shall declare information and update changed information on investment projects on the National investment information system in accordance with the investment law.”

Article 6. Replacement of a number of phrases in Articles 13, 14 and 15

1. To replace the phrase “after an offshore investment registration certificate or a modified offshore investment registration certificate is issued by the competent agency” in Article 13 with the phrase “after an offshore investment registration certificate or a modified offshore investment registration certificate is issued for a project subject to issuance of an offshore investment registration certificate, or after a letter of confirmation of registration of, or registration of changes in, foreign exchange transactions related to offshore investment in oil and gas activities is issued for an offshore investment project of a state-owned group or corporation.”.

2. To replace the phrase “after an offshore investment registration certificate is issued” in Clause 5, Article 14 and Clauses 2 and 3, Article 15 with the phrase “after an offshore investment registration certificate is issued for a project subject to issuance of an offshore investment registration certificate, or after a letter of confirmation of registration of foreign exchange transactions related to offshore investment in oil and gas activities is issued for an offshore investment project of a state-owned group or corporation.”.

Article 7. Amendment and supplementation of the Appendices to the Circular No. 40/2025/TT-NHNN

1. To replace Appendices I and II issued together with the Circular No. 40/2025/TT-NHNN with Appendices I and II issued together with this Circular.

2. To add Appendices VII and VIII issued together with this Circular to the Circular No. 40/2025/TT-NHNN.

Article 8. Effect

This Circular takes effect on August 27, 2026.

Article 9. Transitional provision

Investors may use investment capital accounts opened before the effective date of this Circular to continue conducting collection and payment transactions related to offshore investment in oil and gas activities in accordance with the Circular No. 40/2025/TT-NHNN.

Article 10. Implementation organization

Heads of the units of the State Bank of Vietnam, commercial banks and foreign bank branches licensed to trade in foreign exchange and provide foreign exchange services in Vietnam, and related organizations and individuals shall implement this Circular.