Ho Chi Minh City, 2 September 2026
On 31 July 2026, the Governor of the State Bank of Vietnam issued Circular No. 38/2026/TT-NHNN on foreign exchange management for foreign investment activities in Vietnam (“Circular 38”), replacing Circular No. 06/2019/TT-NHNN providing guidance on foreign exchange management for foreign direct investment activities in Vietnam (“Circular 06”). Circular 38 took effect on 18 August 2026.
Compared with Circular 06, Circular 38 introduces a broader regulatory scope and a more comprehensive framework for the management of investment capital accounts, while also clarifying a number of practical issues relating to capital contributions and investment capital flows.
These changes provide greater clarity on the interplay between investment capital accounts, the timing of capital contribution transfers, and the relevant investment and corporate procedures.
What Has Changed?
1. Use of the concept of “foreign investment capital account in Vietnam, and expansion of subjects eligible to open such accounts
One of the notable changes under Circular 38 is the replacement of the concept of “direct investment capital account” under Circular 06 with the broader concept of a “foreign investment capital account in Vietnam”, referred to under Circular 38 as an “investment capital account” (“ICA”).
Accordingly, an ICA is defined as a payment account denominated in foreign currency or Vietnamese dong opened with an authorized bank by the entities required to open an ICA under Circular 38 for the purpose of conducting receipt and payment transactions relating to:
- foreign investment activities in Vietnam; and
- investment activities from an International Financial Centre in Vietnam (“IFC”) into the rest of Vietnam.
Circular 38 also replaces the terms “direct investment capital account” and “foreign direct investment capital account” with “foreign investment capital account in Vietnam” in Circulars issued by the Governor of the State Bank of Vietnam prior to the effective date of Circular 38.
In addition, the scope of entities required to open an ICA under Circular 38 has been significantly expanded compared with Circular 06, including:
- economic organizations established by an enterprise member of IFC (hereinafter referred to as the “Member Enterprise(s)”) in accordance with the laws on investment and other relevant laws;
- foreign-invested economic organizations (“FIEs”) in which a Member Enterprise is a member or a shareholder holding more than 50% of the charter capital through capital contribution, purchase of shares or purchase of capital contribution;
- PPP project enterprises established by foreign investors;
- Member Enterprises participating in BCCs; and
- contractors that are foreign investors in petroleum activities.
Practical implications: This change goes beyond a mere renaming of the account. The new concept is no longer limited to direct investment activities but applies to all receipts and payments related to foreign investment activities in Vietnam, including investments made by IFC into other parts of Vietnam.. Businesses and investors should therefore review their internal procedures, forms and documentation that continue to use the previous terminology to ensure consistency with the new framework.
2. Clarification of the mechanism for capital contributions in multiple currencies
Circular 38 provides more specific rules for capital contributions made in multiple currencies.
Where capital is to be contributed in more than one foreign currency, an entity required to open an ICA may open one ICA for each relevant foreign currency with the same authorized bank.
Where capital is contributed in multiple currencies, the investor or Member Enterprise may select one of the contribution currencies specified in the relevant documents as the currency for conversion and determination of the total value of the capital contribution. The selected currency must be used consistently throughout the entire capital contribution process.
The total value of the capital contribution after conversion must not exceed the contribution amount specified in the relevant documents. The applicable conversion rate is the exchange rate applied by the authorized bank where the ICA is maintained at the time the relevant amount is credited to the ICA.
Practical implications: These provisions establish a clearer mechanism for monitoring and determining the value of capital contributions where an investment is funded in multiple currencies. For capital contributions involving a more complex currency structure, investors should determine the conversion currency in advance and monitor the total contribution value on a consistent basis throughout the contribution process to avoid exceeding the capital contribution amount specified in the relevant documents.
3. Permitting capital contribution transfers before registration of the relevant capital changes
One of the most practically significant changes under Circular 38 is the clarification of when an investor may transfer funds into an ICA for the purpose of making or changing its capital contribution.
Under Article 4.5 of Circular 38, investors and Member Enterprises may transfer funds into an ICA for the following purposes before the FIE carries out the procedures for registration of an increase in charter capital, a change in capital contribution, or a change in the capital contribution ratio::
- making a capital contribution;
- changing the amount of their capital contribution; or
- changing their capital contribution ratio,
This provision provides a direct legal basis for the transfer of capital contribution funds before the FIE completes the relevant registration procedures.
Practical implications: In practice, the timing of a capital contribution transfer and the registration of the corresponding capital change may be closely interconnected. Circular 38 clarifies the sequence from a foreign exchange management perspective and provides a legal basis for banks to receive capital contribution funds before the relevant capital change registration procedure is carried out.
However, the ability to transfer funds in advance does not amend or replace the procedures for registering an increase in charter capital, a change in capital contribution, or a change in the capital contribution ratio that the FIE is required to complete under applicable laws. Businesses should therefore coordinate the fund transfer and the relevant legal procedures under a consistent implementation plan to ensure that capital information is recorded consistently.
4. Introduction of a mechanism for opening an ICA before the issuance or amendment of an Investment Registration Certificate
Circular 38 also introduces a specific mechanism for cases where a foreign investor establishes an economic organization before carrying out the procedures for issuance or amendment of an Investment Registration Certificate (“IRC”).
Under Article 7.3 of Circular 38, in such case, the FIE may open the following accounts, with the same authorized bank, before the IRC is issued or amended:
- one foreign currency-denominated ICA; and/or
- one Vietnamese dong-denominated ICA.
Before the issuance or amendment of the IRC, these ICAs may only be used to:
- receive charter capital;
- receive interest accrued on the account balance;
- pay lawful expenses relating to investment preparation activities in Vietnam; and
- refund capital to the investor or Member Enterprise where the IRC is not issued or amended.
After the IRC is issued or amended, the FIE may open additional ICAs denominated in other foreign currencies in accordance with Circular 38 and may use the existing ICAs to conduct the receipt and payment transactions permitted under Circular 38.
Practical implications: This provision clarifies the mechanism for receiving and using capital during the period between the establishment of an economic organization and completion of the procedures for issuance or amendment of its IRC. Circular 38 now clearly specifies the types of accounts that may be opened and the transactions that may be conducted before the IRC is issued or amended.
Businesses should pay particular attention to the fact that the permitted use of the ICA during this period is limited. Transactions through the account must fall within the purposes expressly permitted under Circular 38 until the procedures for issuance or amendment of the IRC have been completed.
Recommendations for businesses and investors
Foreign-invested enterprises and investors should:
- Review their existing arrangements for opening and using ICAs to identify any changes required under Circular 38;
- Update ICA-related terminology in relevant internal procedures, forms and documentation;
- Where capital contributions are made in multiple currencies, clearly determine the currency to be used for conversion and monitor the total contribution value throughout the capital contribution process;
- For capital increases or changes in capital contributions, develop a coordinated implementation plan covering both the transfer of funds into the ICA and the corresponding registration procedures; and
- For economic organizations established before the issuance or amendment of an IRC, closely control transactions through the ICA during the period before the relevant IRC is issued or amended to ensure that funds are used only for purposes permitted under Circular 38.
Our View
Circular 38 represents a significant update to the foreign exchange management framework applicable to foreign investment activities in Vietnam. Compared with the previous framework, which focused on foreign direct investment activities, Circular 38 restructures the ICA regime by reference to the activities and categories of entities falling within its scope, while also providing more specific rules for a number of capital transactions commonly encountered in practice.
In particular, the provisions on capital contributions in multiple currencies, transfers of capital contributions before registration of capital changes, and the opening of ICAs before the issuance or amendment of an IRC provide greater clarity on the interplay between investment documentation – corporate documentation – ICAs – capital transfer transactions.
From a practical perspective, these changes require businesses and investors not only to review the opening and operation of their ICAs, but also to coordinate the sequencing of investment procedures, corporate procedures and banking transactions. Early coordination with the authorized bank and consistent monitoring of capital information across the relevant dossiers should help minimize implementation issues under the new framework.
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Read the previous Regulatory Notes here: Part 1 | Part 2 | Part 3| Part 4
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