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

CIRCULAR

Prescribing the opening and use of VND accounts for implementation of foreign indirect investment activities in Vietnam

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

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

Pursuant to the Law on Securities dated November 26, 2019; the Law Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on the National Reserve and Law on Handling of Administrative Violations dated November 29, 2025;

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

Pursuant to the Government’s Decree No. 70/2014/ND-CP dated 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 dated February 24, 2025, 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 hereby promulgates the Circular prescribing the opening and use of VND accounts for implementation of foreign indirect investment activities in Vietnam.

Article 1. Scope of regulation

1. This Circular provides regulations on the opening and use of VND accounts for the purpose of implementing indirect investment activities and other lawful capital transfer transactions related to foreign indirect investment activities in Vietnam by foreign investors that are non-residents.

2. Collection and payment transactions related to foreign indirect investment activities in Vietnam by foreign investors that are residents shall be conducted through payment accounts in Vietnam dong accordance with relevant laws.

Article 2. Subjects of application

1. Foreign investors, including organizations established under foreign laws and foreign nationals that are non-residents conducting foreign indirect investment activities in Vietnam.

2. Banks and foreign bank branches licensed to conduct foreign exchange activities and provide foreign exchange services (hereinafter referred to as licensed banks).

3. Other organizations and individuals involved in indirect investment activities in Vietnam.

Article 3. General principles

1. Indirect investment activities conducted in Vietnam must comply with the law on investment, securities and relevant laws.

2. All collection and payment transactions related to foreign indirect investment activities in Vietnam by foreign investors must be conducted through indirect investment accounts, which are payment accounts in Vietnam dong opened by foreign investors at licensed banks.

3. The opening and use of indirect investment accounts by foreign investors shall comply with this Circular. Matters concerning the opening and use of accounts not stipulated in this Circular shall comply with the law 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 shall comply with Articles 7 and 8 of this Circular and the law on the opening and use of payment accounts.

5. Balances on indirect investment accounts of foreign investors shall not be converted into time deposits and savings.

6. Foreign investors are not allowed to open joint indirect investment accounts (accounts jointly held by two or more entities) for conducting foreign indirect investment activities in Vietnam.

7. Fund transfer orders related to foreign indirect investment activities in Vietnam by foreign investors must clearly state the purpose of remittance to enable licensed banks to verify, examine, retain supporting documents, and carry out the transactions.

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

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

1. Purchase and sale of securities on the Vietnamese securities market and purchase and sale of other valuable papers.

2. Capital contribution, purchase of shares or contributed capital in unlisted enterprises that are not subject to the requirement to open direct investment capital accounts in accordance with Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Vietnam, providing guidance on foreign exchange management for foreign direct investment activities in Vietnam and its amending, supplementing, or replacing documents (if any).

3. Entrustment of investment in VND through fund management companies and other organizations licensed to conduct investment entrustment activities in accordance with the 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 shall be permitted to open only one indirect investment account (except for the cases specified in Clause 2 of this Article) at one licensed bank to conduct collection and payment transactions related to foreign indirect investment activities in Vietnam.

2. A foreign investor that conducts foreign indirect investment activities in Vietnam may open additional indirect investment accounts corresponding to the securities trading codes granted at one licensed bank in the following cases:

a) A foreign investor which is a foreign securities company may open 2 (two) indirect investment accounts corresponding to 2 (two) securities trading codes granted: one indirect investment account for its proprietary trading activities; and one indirect investment account for the company’s securities brokerage activities;

b) A foreign investor which is a foreign investment fund, or a foreign organization managed by multiple foreign fund management companies, may open additional indirect investment accounts corresponding to the securities trading codes granted, in which each investment portfolio managed by a foreign fund management company may open one indirect investment account corresponding to one securities trading code granted; each investment portfolio that is self-managed by the foreign investment fund or foreign organization and has been granted a separate securities trading code may open one corresponding indirect investment account;

c) A foreign investor that is an investment organization of a foreign government, or a foreign investor that is an investment or financial organization of an international financial institution of which Vietnam is a member, may open additional indirect investment accounts corresponding to the securities trading codes granted, in which each investment portfolio deposited with a custodian bank that has been granted one securities trading code may open one corresponding indirect investment account.

3. In cases where a foreign investor is permitted to open additional indirect investment accounts corresponding to the securities trading codes granted under Clause 2 of this Article, the foreign investor shall submit documentation evidencing that it has been granted securities trading codes by a Vietnamese competent agency in accordance with the law on securities.

4. With respect to the dossier for opening an indirect investment account to carry out investments on the Vietnamese securities market, in case the documents, information, and data are in a foreign language or issued by a competent foreign agency:

a) The documents must be notarized or certified in accordance with Vietnamese laws or foreign laws within 12 months to the date the licensed bank receives the dossier;

b) The licensed bank may reach an agreement with the customer on whether or not to translate the documents into Vietnamese, but must ensure the following principles:

(i) The licensed bank must verify, control and take responsibility for certifying the contents of the documents, information, and data in a foreign language to ensure that they fully meet the information requirements prescribed in this Circular;

(ii) The documents, information, and data in a foreign language must be translated as required by the competent agency; the translation must be certified by a competent person of the licensed bank or be notarized or certified.

5. In case a foreign investor wishes to open an indirect investment account at another licensed bank, the investor must transfer the entire balance from the current indirect investment account to the new indirect investment account and close the current account. The new indirect investment account may only be used to carry out the collection and payment transactions specified in Article 6 of this Circular after closing and settling the previously opened indirect investment account.

Article 6. Use of indirect investment accounts

Indirect investment accounts may be used for conducting the following collection and payment transactions related to foreign indirect investment activities in Vietnam:

1. Collection:

a) Proceeds from the sale of foreign currencies to licensed banks;

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

c) Transfers from payment accounts in Vietnam dong opened by foreign investors at licensed banks (excluding indirect investment accounts);

d) Transfers from accounts of fund management companies and other organizations licensed to perform entrusted investment for foreign investors in accordance with law (applicable to the case where foreign investors conduct indirect investment in Vietnam in the form of investment entrustment);

dd) Transfers from interests and other lawful revenues when conducting foreign institutional investors’ transaction of stock purchase exempted from sufficient fund requirement when placing an order in accordance with the applicable law on securities;

e) Transfers from deposit or escrow amounts for the implementation of foreign indirect investment transactions in Vietnam as prescribed in Article 4 of this Circular, including:

(i) Receipts of funds to carry out deposit or escrow transactions;

(ii) Refunds of deposits or escrow amounts to foreign investors in accordance with the law and agreements between the parties;

g) Transfers from the previous indirect investment account (applicable in cases where foreign investors wish to open an indirect investment account at another licensed bank as prescribed in Clause 5, Article 5 of this Circular).

2. Payment:

a) Expenses for capital contribution, purchase of shares, contributed capitals, securities, and other valuable papers;

b) Expenses for purchase of foreign currencies at licensed banks for remittance of capital, profits and other lawful revenues abroad;

c) Transfers to payment accounts in Vietnam dong opened by foreign investors at licensed banks (excluding indirect investment accounts);

d) Transfers to accounts of fund management companies and other organizations licensed to perform entrusted investment for foreign investors in accordance with law (applicable to the case where foreign investors conduct indirect investment in Vietnam in the form of investment entrustment);

dd) Expenses for losses and other expenses arising when conducting foreign institutional investors’ transaction of stock purchase exempted from sufficient fund requirement when placing an order in accordance with the applicable law on securities;

e) Expenses for fees, charges, taxes, administrative fines, and expenses related to foreign indirect investment transactions in Vietnam as prescribed in Article 4 of this Circular;

g) Transfers of deposit or escrow amounts related to foreign indirect investment transactions in Vietnam as prescribed in Article 4 of this Circular, including:

(i) Transfers for carrying out deposit or escrow transactions;

(ii) Transfers to payment accounts in Vietnam dong of foreign investors or expenses for the purchase of foreign currency for remittance abroad of the deposit or escrow amounts previously transferred into Vietnam by foreign investors but refundable in accordance with the law and agreements between the parties;

i) Transfers to the new indirect investment account (applicable in cases where foreign investors wish to open an indirect investment account at another licensed bank as prescribed in Clause 5, Article 5 of this Circular).

Article 7. Obligations of licensed banks

1. To check and keep papers and documents suitable to actual transactions to ensure that the provision of foreign exchange services is carried out for the right purposes and in accordance with the law. To take responsibility before the law for the completeness and validity of dossiers for opening of indirect investment accounts.

2. To promulgate internal regulations on dossiers, order and procedures for opening and use of indirect investment accounts, publicly disclose such regulations to foreign investors for information and implementation. Such a regulation must at least contain the following details:

a) Provisions on the dossiers, order and procedures for opening indirect investment accounts;

b) Provisions on reaching an agreement on opening and use of indirect investment accounts;

c) Provisions on use of indirect investment accounts;

d) Provisions on the handling of tracing and complaints, including templates for tracing and complaint requests;

dd) Provisions on risk management in the opening and use of indirect investment accounts in conformity with the provisions of Articles 5 and 6 of this Circular.

3. Licensed banks shall take sole responsibility before the law for the opening, closure and implementation of collection and payment transactions on indirect investment accounts for foreign investors.

4. To abide by the law on anti-money laundering, combating the financing of terrorism, and proliferation of weapons of mass destruction.

5. To strictly follow and provide instructions for customers to comply with provisions on opening and use of indirect investment accounts prescribed in this Circular and relevant laws.

Article 8. Obligations of foreign investors

1. To comply with this Circular, and Vietnamese law on investment, securities, anti-money laundering, combating the financing of terrorism, and proliferation of weapons of mass destruction, and relevant laws.

2. To make truthful declarations with sufficient transaction contents relating to indirect investments in Vietnam. To provide dossiers, documents, information and data as required by licensed banks when opening and using indirect investment accounts. To take responsibility before Vietnamese law for the authenticity, validity and legality of the dossiers, documents, information and data provided to licensed banks.

Article 9. Responsibilities of State Bank branches

1. To provide guidance for relevant organizations and individuals in localities to fully comply with the provisions of this Circular.

2. To conduct examination, inspection and supervision of the observance of relevant regulations on the opening and use of indirect investment accounts provided in this Circular according to their competence. To handle violations in accordance with law.

3. To coordinate with relevant agencies and organizations in conducting foreign exchange management with regards to foreign indirect investment activities in Vietnam in localities as prescribed by law.

Article 10. Reporting regime

1. Licensed credit institutions shall make periodic reports in accordance with applicable regulations on statistical reporting regime of the State Bank of Vietnam.

2. When irregularly requested or in case of necessity, foreign investors and licensed banks shall report relevant contents as requested by the State Bank of Vietnam.

Article 11. Implementation provisions

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

2. Circular No. 05/2014/TT-NHNN dated March 12, 2014, of the Governor of the State Bank of Vietnam, guiding the opening and use of indirect investment capital accounts for implementation of foreign indirect investment activities in Vietnam, ceases to be effective from the effective date of this Circular.

3. This Circular replaces the following phrases in Circular No. 06/2019/TT-NHNN dated June 29, 2016, of the Governor of the State Bank of Vietnam, guiding the foreign exchange management of foreign direct investment in Vietnam:

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

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

4. Within 12 months from the effective date of this Circular, enterprises in which foreign investors hold shares or contributed capital of more than 50% and less than 51% of charter capital shall open direct investment capital accounts in accordance with Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Vietnam, providing guidance on foreign exchange management for foreign direct investment activities in Vietnam and its amending, supplementing, or replacing documents (if any).

During the conversion period, foreign investors (who have contributed capital to enterprises in which the foreign investors hold from more than 50% to less than 51% of charter capital via previous indirect investment capital accounts) may continue using the existing indirect investment capital accounts to carry out collection and payment transactions related to the contribution of capital, purchase of shares or contributed capitals into such enterprises.

5. Foreign investors being foreign securities companies, foreign investment funds, foreign organizations managed by multiple foreign fund management companies, investment organizations of foreign government, or international investment, financial, or financial institutions of which Vietnam is a member, that wish to open additional indirect investment accounts under Clause 2, Article 5 of this Circular, may transfer the balance of the indirect investment account opened prior to the effective date of this Circular to one or more new indirect investment accounts. The transfer of the balance to a new indirect investment account shall be carried out only once.

Article 12. Implementation organization

Heads of relevant entities under the State Bank of Vietnam, banks and foreign bank branches licensed to carry out foreign exchange activities in Vietnam, relevant organizations and individuals shall implement this Circular.