Ho Chi Minh City, 26 August 2026
Key Highlights
On 30 June 2026, the Government issued Circular No. 34/2026/TT-NHNN providing guidance on foreign exchange management for outward investment activities (“Circular 34”), replacing Circular No. 12/2016/TT-NHNN and its amendments and supplements (“Circular 12”). Circular 34 takes effect from 31 July 2026.
Compared with Circular 12, Circular 34 introduces a number of updates to align the foreign exchange management framework with the trend towards administrative simplification for outward investment activities under Law on Investment No. 143/2025/QH15 and Decree No. 103/2026/ND-CP of the Government on outward investment.
In particular, Circular 34 introduces: (i) specific documentation requirements for the initial registration of foreign exchange transactions in respect of projects not subject to an Outward Investment Registration Certificate (“OIRC”); (ii) additional circumstances requiring registration of amendments to foreign exchange transactions; and (iii) clearer rules on the exchange rates to be used in the registration documents or amendment registration documents for foreign exchange transactions. These changes will directly affect investors planning to make outward investments and provide greater clarity on the applicable procedures and compliance considerations.
What Has Changed?
1. Specific documentation requirements for the initial registration of foreign exchange transactions for projects not subject to the OIRC
Under Circular 34, the investor must carry out the initial registration of foreign exchange transactions after obtaining an automatic application filing number on the National Investment Information System, obtaining approval or a license from the competent authority of the host country, or otherwise obtaining documents evidencing its right to conduct investment activities in the host country, and opening an investment capital account with an authorized bank.
The initial registration of foreign exchange transactions must be completed before the investor transfers investment capital in cash abroad. Where no cash investment capital is transferred abroad, the registration must be completed before the investor conducts any transaction for transferring investment capital, profits or other lawful revenues back to Vietnam through the investment capital account.
For these projects, the registration dossier generally includes:
- An application for initial registration of foreign exchange transactions prescribed in Circular 34;
- Confirmation issued by the tax authority certifying the investor’s fulfilment of its tax payment obligations, issued within three months prior to the date of submission;
- Documents evidencing the investor’s legal status;
- Documents evidencing the investor’s right to conduct investment activities in the host country, together with confirmation from the authorized bank regarding the pre-investment account, investment capital account and foreign exchange transactions;
- Documents evidencing the investor’s participation in the management of the overseas economic organization where the investor holds less than 50% of the contributed capital or shares; and
- Other documents relevant to the outward investment activities, if any.
Notably, where the laws of the host country do not require an investment license or approval, or where such license is only issued after the investor has transferred the investment capital, or where the license or approval does not contain all required information, Circular 34 allows the investor to use other documents to evidence its right to conduct investment activities. Such documents may include an enterprise registration certificate or certificate of incorporation of the overseas legal entity, investment agreements or contracts with foreign partners, charter, resolutions or other documents of equivalent legal validity.
Practical implications: This provision establishes a clearer procedural framework for foreign exchange management in respect of projects not subject to an OIRC. However, investors should note that exemption from the OIRC requirement does not mean that foreign exchange management procedures can be disregarded. For projects involving the transfer of investment capital in cash abroad, the initial registration of foreign exchange transactions remains a required step, with a processing period of 30 working days from receipt of a complete and valid dossier, before the investment capital may be transferred abroad.
2. Additional circumstances requiring registration of amendments to foreign exchange transactions
Circular 34 provides greater clarity on the circumstances in which investors are required to register amendments to foreign exchange transactions following changes to the information stated in the most recent confirmation of registration of foreign exchange transactions. The notable circumstances include:
- A change in the investor implementing the project following a partial transfer of the outward investment project;
- A change in the investor’s address resulting in a change in the competent regional state bank authority responsible for confirming the registration of amendments to foreign exchange transactions;
- A change in the authorized bank where the investment capital account is opened;
- A change to, including the opening of an investment capital account denominated in another foreign currency at the same authorized bank;
- An increase in the outward investment capital in cash;
- An increase in the amount of investment capital expected to be transferred abroad during a given period, resulting in the cumulative amount exceeding the limit under the confirmed capital transfer schedule;
- A change to the schedule for transferring investment capital in cash abroad;
- The emergence of an amount of investment capital in cash that needs to be transferred abroad after the final capital transfer period under the registered schedule;
- A change to the amount of investment capital permitted to be transferred abroad as a result of using profits generated from the overseas project to make further capital contributions to the same project; and
- A change in the legal status of the project from a project not subject to an OIRC to a project subject to an OIRC, or vice versa.
In particular, where the investment laws require the investor to update changes on the National Investment Information System, such update must be completed before the investor proceeds with the registration of amendments to the foreign exchange transactions.
Practical implications: Changes relating to the authorized bank, capital account, capital transfer schedule or capital structure are not merely matters of internal administration; they may trigger an obligation to register amendments to foreign exchange transactions. Investors should therefore establish a mechanism to monitor updates to the investment project and foreign exchange transaction registration in parallel, in order to avoid inconsistencies between the investment records and foreign exchange records.
3. Clarification of the exchange rate used in foreign exchange transaction registration documents
Circular 34 introduces more specific rules on the exchange rate to be used for converting foreign currency-denominated investment capital into Vietnamese dong in the initial registration of foreign exchange transactions and registration of amendments thereto. Accordingly, foreign currency-denominated investment capital transferred abroad must be converted into Vietnamese dong in these documents based on the selling telegraphic transfer exchange rate for the relevant foreign currency published on the website of the authorized bank where the investor maintains its investment capital account, as at the time the foreign exchange transaction registration document is made.
The same exchange rate is also used to convert foreign currency-denominated investment capital into Vietnamese dong for the purpose of determining whether a project falls within the exemption from the OIRC issuance procedures under Decree No. 103/2026/ND-CP.
Where the investor transfers investment capital in a currency different from the registered investment capital currency, the exchange rate for conversion between the registered investment capital currency and the currency actually used for the transfer will be the exchange rate applied by the authorized bank where the investment capital account is maintained at the time the transfer is made.
Circular 34 also requires investors to expressly state and specify the applicable exchange rate in the dossier and provide a copy of the exchange rate published by the authorized bank at the time the foreign exchange transaction registration document is made.
Practical implications: The new rules provide a consistent basis for determining the value of investment capital denominated in different currencies and reducing the potential for differing interpretations among investors, commercial banks and regulatory authorities. In practice, investors should retain evidence of the exchange rate published by the authorized bank at the time the dossier is made, particularly where the investment capital is substantial or involves multiple currencies.
Recommendations for Investors
Investors, particularly those planning to make outward investments, should:
- Review the legal status of the project to determine whether it is subject to an OIRC and identify the competent authority responsible for confirming the relevant foreign exchange transaction registration;
- Prepare foreign exchange management documentation in parallel with the investment dossier, particularly for projects not subject to an OIRC;
- Separately monitor changes to investment capital, capital transfer schedules, investment capital accounts and authorized banks to promptly identify any obligation to register amendments to foreign exchange transactions; and
- Retain supporting evidence of the exchange rate published by the authorized bank at the time the initial registration dossier or amendment registration dossier is made.
Our View
Circular 34/2026/TT-NHNN represents a significant update to the foreign exchange management framework applicable to outward investment activities, bringing it into closer alignment with the 2025 Law on Investment and Decree No. 103/2026/ND-CP. In addition to introducing a foreign exchange transaction registration mechanism for projects not subject to an OIRC, Circular 34 provides greater clarity on the circumstances requiring registration of amendments and establishes a more consistent mechanism for determining the applicable exchange rate.
From a practical perspective, these changes provide greater clarity on the interplay between the investment dossier, investment capital account, foreign exchange transaction registration and capital transfer transactions. Investors should proactively review the legal procedures and capital transfer process applicable to each project to ensure consistency of information across relevant records and compliance with the applicable procedures, thereby mitigating potential legal and compliance risks arising in the course of outward investment activities.
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Read the previous Regulatory Notes here: Part 1 | Part 2 | Part 3
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If you would like to discuss how these regulatory changes apply to your business or require tailored compliance advice, please get in touch with our team.
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