Circular 03/2025/TT-NHNN opening and use of VND accounts for implementation of foreign indirect investment activities in Vietnam

CIRCULAR

On the opening and use of Vietnam-dong accounts for conducting foreign indirect investment activities in Vietnam^[1]

Pursuant to the June 16, 2010 Law on the State Bank of Vietnam;

Pursuant to the January 18, 2024 Law on Credit Institutions;

Pursuant to the November 26, 2019 Law on Securities; the November 29, 2024 Law Amending and Supplementing a Number of Articles of the Law on Securities, the Accounting Law, the Law on Independent Audit, the Law on the State Budget of Vietnam, the Law on Management and Use of Public Property, the Law on Tax Administration, the Law on Personal Income Tax, the Law on National Reserves, and the Law on Handling of Administrative Violations;

Pursuant to the December 13, 2005 Ordinance on Foreign Exchange, and the March 18, 2013 Ordinance Amending and Supplementing a Number of Articles of the Ordinance on Foreign Exchange;

Pursuant to the Government’s Decree No. 70/2014/ND-CP of July 17, 2014, 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. 26/2025/ND-CP of February 24, 2025, defining functions, tasks, powers and organizational structure of the State Bank of Vietnam;

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

The Governor of the State Bank of Vietnam (below referred to as the State Bank) promulgates the Circular on the opening and use of Vietnam-dong accounts for conducting foreign indirect investment activities in Vietnam.

Article 1. Scope of regulation

1. This Circular provides the opening and use of Vietnam-dong accounts for conducting foreign indirect investment activities and other lawful capital transfer transactions related to foreign indirect investment activities in Vietnam by non-resident foreign investors.

2. Revenue and expenditure transactions related to foreign indirect investment activities in Vietnam by resident foreign investors shall be conducted via Vietnam-dong payment accounts in accordance with relevant laws.

Article 2. Subjects of application

1. Foreign investors, including organizations established under foreign laws and non-resident individuals holding foreign citizenship and carrying out foreign indirect investment activities in Vietnam.

2. Banks and foreign bank branches licensed to conduct foreign exchange business and provide foreign exchange services (below collectively referred to as licensed banks).

3. Other organizations and individuals related to foreign indirect investment activities in Vietnam.

Article 3. General principles

1. Foreign indirect investment activities in Vietnam must comply with investment and securities laws, and other relevant laws.

2. All revenue and expenditure transactions related to foreign indirect investment activities in Vietnam by foreign investors shall be conducted via indirect investment accounts, which are Vietnam-dong payment accounts opened by foreign investors at licensed banks.

3. The opening and use of indirect investment accounts by foreign investors must comply with this Circular. The contents relating to the opening and use of accounts not referred to in this Circular must comply with the regulations on the opening and use of payment accounts.

4. The rights and obligations of licensed banks and foreign investors in the opening and use of indirect investment accounts must comply with Articles 7 and 8 of this Circular and the regulations on the opening and use of payment accounts.

5. The balance on the indirect investment account of a foreign investor may not be converted into time deposits or savings deposits.

6. Foreign investors may not open joint indirect investment accounts (with two or more co-holders) for conducting foreign indirect investment activities in Vietnam.

7. Money transfer orders related to foreign indirect investment activities in Vietnam by foreign investors must state the purpose of the transfer for licensed banks to have grounds for collation, checking and storage of documents and performance of transactions.

Article 4. Transactions requiring the opening and use of indirect investment accounts

The following foreign indirect investment transactions in Vietnam shall be conducted through the opening and use of indirect investment accounts in accordance with this Circular:

1. Purchase and sale of securities on Vietnam’s securities market, and purchase and sale of other valuable papers.

2. Contribution of capital, or purchase of shares and capital contributions in unlisted enterprises that are not subject to the opening of direct investment capital accounts as specified in the State Bank Governor’s Circular No. 06/2019/TT-NHNN of June 26, 2019, providing guidance on foreign exchange management for foreign direct investment activities in Vietnam and amending, supplementing or replacing documents (if any).

3. Making of investment entrustment in Vietnam dong through fund management companies or organizations licensed to conduct other investment entrustment operations in accordance with law. 

4. Purchase and sale of other types of securities in accordance with the law on securities.

Article 5. Opening of indirect investment accounts

1. A foreign investor may only open 1 (one) indirect investment account (except the cases specified in Clause 2 of this Article) at 1 (one) licensed bank to perform revenue and expenditure transactions related to foreign indirect investment activities in Vietnam.

2. A foreign investor conducting foreign indirect investment activities in Vietnam may open an additional indirect investment account corresponding to the granted securities trading code at 1 (one) licensed bank in the following cases:

a/ A foreign investor being a foreign securities company may open 2 (two) indirect investment accounts corresponding to the granted 2 (two) securities trading codes - 1 (one) indirect investment account for its dealing activities and 1 (one) indirect investment account for its securities brokerage activities;

b/ A foreign investor being a foreign investment fund or a foreign organization managed by different foreign fund management companies may open additional indirect investment account(s) corresponding to the granted securities trading code(s), of which for each investment portfolio managed by a foreign fund management company, it is allowed to open 1 (one) indirect investment account corresponding to 1 (one) granted securities trading code; for an investment portfolio self-managed by a foreign investment fund or organization for which 1 (one) separate securities trading code has been granted, it is allowed to open 1 (one) corresponding indirect investment account;

c/ A foreign investor being a foreign government-affiliated investment organization or being an investment or financial institution under an international financial institution of which Vietnam is a member may open additional indirect investment accounts corresponding to the granted securities trading codes, of which for each investment portfolio deposited at a custodian bank for which 1 (one) securities trading code has been granted, it is allowed to open 1 (one) corresponding indirect investment account.

3. In case a foreign investor is allowed to open an additional indirect investment account(s) corresponding to the granted securities trading code(s) under Clause 2 of this Article, it/he/she shall submit documents proving that it/he/she has been granted a securities trading code(s) by a competent Vietnamese agency in accordance with the law on securities.

4. For dossiers of application for the opening of indirect investment accounts to make investment on Vietnam’s securities market, in case documents, information and data are/is made in a foreign language and documents are issued by a foreign authority, the following provisions shall apply:

a/ The documents shall be notarized or certified in accordance with Vietnam’s law or foreign laws within 12 months by the date the licensed bank receives the dossier;

b/ The licensed bank may agree with the customer on whether or not to translate the documents into Vietnamese provided that:

(i) The licensed bank checks, controls and confirms that the contents of such foreign-language documents, information and data fully meet the requirements specified in the Circular;

(ii) Foreign-language documents, information and data are translated into Vietnamese if so requested by a competent authority, and the translations are certified by the licensed bank’s competent person or properly notarized or certified.

5. In case a foreign investor wishes to open an indirect investment account at another licensed bank, it/he/she shall transfer the entire balance on the current indirect investment account to the new indirect investment account and close the current one. The new indirect investment account may only be used for conducting the revenue and expenditure transactions specified in Article 6 of this Circular after the previous indirect investment account is closed and settled.

Article 6. Use of indirect investment accounts

An indirect investment account shall be used for conducting the following revenue and expenditure transactions related to foreign indirect investment activities in Vietnam:

1. Revenues:

a/ Proceeds from the sale of foreign currencies to the licensed bank;

b/ Proceeds from the transfer of capital contributions and shares, sale of securities and other valuable papers; receipt of dividends, coupons, profits from investment in securities and valuable papers in Vietnam dong; profits distributed from contribution of capital and purchase of shares and capital contributions from foreign indirect investment activities in Vietnam;

c/ Revenues from the transfer from foreign investors’ Vietnam-dong payment accounts opened at the licensed bank (excluding indirect investment accounts);

d/ Revenues from the transfer from accounts of fund management companies and other organizations licensed to conduct investment entrustment operations for foreign investors in accordance with law (applicable to foreign investors conducting indirect investment activities in Vietnam in the form of investment entrustment);  

dd/ Revenues from the bank transfer of profits and other lawful revenues when conducting stock purchase transactions which do not require sufficient money amounts for order placement by foreign institutional investors in accordance with the current law on securities;

e/ Revenues from the bank transfer of deposits and payments held in escrow to conduct foreign indirect investment transactions in Vietnam as specified in Article 4 of this Circular, including:

(i) Receiving money amounts to conduct deposit and escrow transactions;

(ii) Receiving the refunded deposits and payments held in escrow for foreign investors as prescribed by law and agreed upon by the parties;

g/ Revenues from the transfers from previous indirect investment accounts (applicable to foreign investors wishing to open an indirect investment account at another licensed bank as specified in Clause 5, Article 5 of this Circular).

2. Expenditures:

a/ Expenditures for contribution of capital, and purchase of shares and capital contributions, securities and other valuable papers;

b/ Expenditures for purchase of foreign currencies at licensed banks to transfer capital, profits and lawful revenues abroad;

c/ Expenditures for transfer of money amounts to foreign investors’ Vietnam-dong payment accounts opened at licensed banks (excluding indirect investment accounts);

d/ Expenditures for transfer of money amounts to accounts of fund management companies and other organizations licensed to conduct investment entrustment operations for foreign investors in accordance with law (applicable to foreign investors making indirect investment in Vietnam in the form of investment entrustment);

dd/ Payments for losses and other costs arising from conducting stock purchase transactions which do not require sufficient money amounts for order placement by foreign institutional investors in accordance with the current law on securities;

e/ Payments of charges, fees, taxes, fines for administrative violations and costs related to foreign indirect investment transactions in Vietnam as specified in Article 4 of this Circular;

g/ Payments for transfer of deposits and payments held in escrow related to foreign indirect investment transactions in Vietnam as specified in Article 4 of this Circular, including:

(i) Conducting deposit and escrow transactions;

(ii) Transferring money amounts to foreign investors’ Vietnam-dong payment accounts or purchasing foreign currencies in order to transfer abroad to foreign investors the deposits and payments held in escrow that have been transferred by the foreign investors into Vietnam but are eligible for refund as provided by law and agreed upon by the parties;

h/ Payments for transfer to new indirect investment accounts (applicable to foreign investors wishing to open indirect investment accounts at another licensed bank as specified in Clause 5, Article 5 of this Circular).

Article 7. Obligations of licensed banks

1. To check and keep papers and documents for actual transactions to ensure that foreign exchange services are provided for the right purposes and in accordance with law; to take responsibility before law for the completeness and validity of dossiers of application for the opening of indirect investment accounts.

2. To promulgate internal regulations on dossiers of application for, and order and procedures for, the opening and use of indirect investment accounts, and make them publicly available for foreign investors to implement. The internal regulations must at least contain:

a/ Regulations on dossiers of application for, and order and procedures for, the opening and use of indirect investment accounts;

b/ Regulations on agreements for the opening and use of indirect investment accounts;

c/ Regulations on the use of indirect investment accounts;

d/ Regulations on handling of inquiries and complaints, and form of request for inquiries and complaints;

dd/ Regulations on risk management in the opening and use of indirect investment accounts in accordance with Articles 5 and 6 of this Circular.

3. Licensed banks shall be held responsible before law for opening, closing, and conducting revenue and expenditure transactions on, indirect investment accounts for foreign investors.

4. To comply with the laws on prevention and combat of money laundering, and terrorism financing and financing of proliferation of weapons of mass destruction.

5. To strictly comply with and guide customers to strictly comply with this Circular’s provisions on the opening and use of indirect investment accounts and relevant regulations.

Article 8. Obligations of foreign investors

1. To comply with this Circular, Vietnam’s laws on investment, securities, and prevention and combat of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction, and other relevant laws.

2. To truthfully and fully declare the contents of transactions related to foreign indirect investment activities in Vietnam; to provide dossiers, documents, information and data under regulations of licensed banks upon the opening and use of indirect investment accounts; to take responsibility before Vietnam’s law for the authenticity, validity and legality of the dossiers, documents, information and data provided to licensed banks.

Article 9. Responsibilities of State Bank’s local branches

1. To provide guidance to related organizations and individuals in their localities for the latter to fully comply with this Circular.

2. To inspect, examine and supervise the compliance with this Circular’s provisions on the opening and use of indirect investment accounts according to their competence; to handle violations in accordance with law.

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

Article 10. Reporting regime

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

2. In emergency cases or when necessary, foreign investors and licensed banks shall make reports on relevant contents as requested by the State Bank.

Article 11. Implementation provisions

1. This Circular takes effect on June 16, 2025.

2. The State Bank Governor’s Circular No. 05/2014/TT-NHNN of March 12, 2014, providing guidance on the opening and use of indirect investment capital accounts for carrying out foreign indirect investment activities in Vietnam, ceases to be effective on the effective date of this Circular.

3. This Circular replaces some phrases in the State Bank Governor’s Circular No. 06/2019/TT-NHNN of June 26, 2019, guiding the foreign exchange management of foreign direct investment activities in Vietnam, specifically as follows:

a/ To replace the phrase “foreign investors owning 51% or more of the charter capital” at Point b, Clause 2, Article 3 with the phrase “foreign investors owning more than 50% of the charter capital”;

b/ To replace the phrase “the rate of shares or capital contributions owned by foreign investors in such enterprise is below 51%” at Point a, Clause 6, Article 5 with the phrase “the rate of shares or capital contributions owned by foreign investors in such enterprise is equal to or lower than 50%”.

4. Within 12 months from the effective date of this Circular, enterprises in which foreign investors’ shares or capital contributions account for between more than 50% and below 51% of the charter capital shall open direct investment capital accounts under the State Bank Governor’s Circular No. 06/2019/TT-NHNN of June 26, 2019, guiding the foreign exchange management of foreign direct investment activities in Vietnam, and amending, supplementing or replacing documents (if any).

During the transition period, foreign investors (that have shares or capital contributions accounting for between more than 50% and below 51% of the charter capital in an enterprise, that are made through previous indirect investment capital accounts) may continue to use such indirect investment capital accounts to perform revenue and expenditure transactions related to contribution of capital and purchase of shares or capital contributions in such enterprise.

5. A foreign investor being a foreign securities company, a foreign investment fund, a foreign organization managed by different foreign fund management companies, a foreign government-affiliated investment organization, or an international investment or financial institution or an international financial institution of which Vietnam is a member that wishes to open a new indirect investment account under Clause 2, Article 5 of this Circular may transfer the balance on the indirect investment account opened before the effective date of this Circular to one or more new indirect investment account(s). The transfer of the balance to 1 (one) new indirect investment account shall be performed once.

Article 12. Organization of implementation

Heads of related units of the State Bank, banks and foreign bank branches licensed to conduct foreign exchange activities in Vietnam, and related organizations and individuals shall implement this Circular.-

For the State Bank Governor
Deputy Governor
PHAM QUANG DUNG