Circular 03/2025/TT-NHNN on Opening and Using Vietnamese Dong Accounts for Indirect Foreign Investment in Vietnam

STATE BANK OF VIETNAM
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness

No. 03/2025/TT-NHNN
Hanoi, June 25, 2025

CIRCULAR
Regulating the opening and use of Vietnamese Dong accounts for the implementation of indirect foreign investment activities in Vietnam

Pursuant to the Law on State Bank of Vietnam dated June 16, 2010; Pursuant to the Law on Foreign Exchange dated November 18, 2024; Pursuant to the Law on Securities dated November 26, 2019; The Law amending and supplementing certain articles of the Law on Enterprises, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on Management and Use of Public Assets, Law on Tax Administration, Law on Personal Income Tax, Law on State Capital Investment, Law on Handling Administrative Violations dated November 29, 2024; Pursuant to the Decree on Foreign Exchange dated December 13, 2005; The Decree amending and supplementing certain articles of the Decree on Foreign Exchange dated March 18, 2013; Pursuant to Resolution No. 201/NQ-CP dated July 17, 2014 of the Government specifying the implementation of certain articles of the Decree on Foreign Exchange and the Decree amending and supplementing certain articles of the Decree on Foreign Exchange; Pursuant to Decree No. 26/2025/NĐ-CP dated February 24, 2025 of the Government regulating 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 issues this Circular regulating the opening and use of Vietnamese Dong accounts for the implementation of indirect foreign investment activities in Vietnam.

Article 1. Scope of regulation

1. This Circular regulates the opening and use of Vietnamese Dong accounts for indirect foreign investment and legal transfer transactions related to indirect foreign investment activities in Vietnam by foreign investors or non-residents.
2. Transactions related to the indirect foreign investment activities of foreign investors or residents shall be conducted through Vietnamese Dong settlement accounts in accordance with relevant laws.

Article 2. Subjects of application

1. Foreign investors include: organizations established under foreign law and having foreign nationality individuals, or non-residents implementing indirect foreign investment activities in Vietnam.
2. Authorized banks include: foreign banks with branches permitted to conduct business and provide foreign exchange services (hereinafter referred to as "authorized banks").
3. Other organizations and individuals related to indirect foreign investment activities in Vietnam.

Article 3. General principles

1. Indirect foreign investment activities in Vietnam shall be implemented in accordance with regulations on investment, securities, and other relevant laws.
2. Each transaction related to the indirect foreign investment activities of foreign investors in Vietnam must be conducted through the indirect investment account at the Vietnamese Dong settlement account of the foreign investor opened at an authorized bank.
3. The opening and use of indirect investment accounts by foreign investors shall be implemented according to the provisions of this Circular. Matters regarding the opening and use of accounts not specified in this Circular shall be implemented according to regulations on the opening and use of settlement accounts.
4. The rights and obligations of authorized banks and foreign investors in opening and using indirect investment accounts shall be implemented according to Articles 7 and 8 of this Circular and regulations on the opening and use of settlement accounts.
5. The investment balance in the indirect investment account of a foreign investor shall not be converted into fixed-term deposits or savings deposits.
6. Foreign investors shall not open joint indirect investment accounts (accounts with two or more names on the account) to implement indirect foreign investment activities in Vietnam.
7. Instructions for fund transfers related to indirect foreign investment activities of foreign investors in Vietnam must clearly state the purpose of the transfer to enable the authorized bank to have a basis for verification, inspection, retention of documents, and execution of transactions.

Article 4. Transactions to be conducted through indirect investment accounts
The following indirect foreign investment transactions in Vietnam must be conducted through the opening and use of indirect investment accounts according to this Circular:

1. Buying and selling securities on the Vietnamese securities market and buying and selling other securities with different prices.
2. Contributing capital, buying shares, capital contributions to healthcare businesses not subject to opening capital investment accounts according to Circular No. 06/2019/TT-NHNN dated June 26, 2019 of the Governor of the State Bank of Vietnam guiding and managing foreign exchange activities related to direct foreign investment activities into Vietnam and related documents amended, supplemented, or replaced (if any).
3. Investing in Vietnamese Dong through investment management agencies and other organizations permitted to implement proxy investment methods according to law.
4. Buying and selling other types of securities according to regulations on securities.

Article 5. Opening indirect investment accounts

1. A foreign investor is only permitted to open 01 (one) indirect investment account (in the cases specified in Clause 2 of this Article) at 01 (one) authorized bank to conduct income and expenditure transactions related to indirect foreign investment activities in Vietnam.
2. A foreign investor implementing indirect foreign investment activities in Vietnam may open additional indirect investment accounts corresponding to the number of securities transaction codes issued at 01 (one) authorized bank in the following cases:
   a) If the foreign investor is a foreign securities company permitted to open 02 (two) indirect investment accounts corresponding to 02 (two) issued securities transaction codes: 01 (one) indirect investment account for its own business activities and 01 (one) indirect investment account for its securities brokerage activities; b) If the foreign investor is a foreign investment fund, or a foreign organization managed by multiple foreign investment management companies, additional indirect investment accounts may be opened corresponding to the number of issued securities transaction codes, wherein each investment portfolio managed by one foreign investment management company may open 01 (one) indirect investment account corresponding to 01 (one) issued securities transaction code; investment portfolios of the foreign investment fund or foreign organization managed by only one company may be issued 01 (one) securities transaction code separately and may open 01 (one) indirect investment account corresponding; c) If the foreign investor is an investment organization belonging to a foreign government, or a foreign investor is an investment, financial organization belonging to an international financial organization with Vietnam as a member, additional indirect investment accounts may be opened corresponding to the issued securities transaction codes, wherein each investment portfolio kept at one custodian bank may be issued 01 (one) securities transaction code and may open 01 (one) indirect investment account corresponding.
3. In the case where a foreign investor is permitted to open additional indirect investment accounts corresponding to the number of issued securities transaction codes specified in Clause 2 of this Article, the foreign investor must submit documents proving that the foreign investor has been issued a securities transaction code by the competent authority of Vietnam according to regulations on securities.
4. Regarding the account number of the indirect investment account used for investment on the Vietnamese securities market, in the case of documents, information, and data in foreign languages, or documents issued by foreign competent authorities, the following shall be implemented:
   a) Documents must be notarized or certified as compliant with Vietnamese law or foreign law within 12 months prior to the date the authorized bank receives the dossier; b) The authorized bank may agree with the customer to translate the documents into Vietnamese, but must ensure the following principles:
   (i) The authorized bank must verify, check, and be responsible for confirming that the content of documents, information, and data in foreign languages corresponds to the required information provided in this Circular; (ii) Documents, information, and data in foreign languages must be translated upon request by competent authorities; translations must be confirmed by an authorized person of the authorized bank or must be notarized or certified.
5. In the case where a foreign investor has the need to open an indirect investment account at another authorized bank, they must transfer the entire investment balance from the currently used indirect investment account to the new indirect investment account and close the currently used indirect investment account. The new indirect investment account may only be used to conduct income and expenditure transactions specified in Article 6 of this Circular after the account has been closed and all transactions for the previously opened indirect investment account have been settled.

Article 6. Use of indirect investment accounts
Indirect investment accounts are used to conduct income and expenditure transactions related to indirect foreign investment activities in Vietnam as follows:

1. Income part:
   a) Income from foreign sellers paid to the authorized bank; b) Income from capital contributions, shares, capital contributions, securities, and other securities; receiving dividends, interest, profits from securities investment and other securities generated in Vietnamese Dong; profits distributed from capital contribution, buying shares, capital contribution to indirect foreign investment activities in Vietnam; c) Income from transfers from Vietnamese Dong settlement accounts of foreign investors opened at authorized banks (excluding indirect investment accounts); d) Income from transfers from accounts of investment management companies and other permitted organizations implementing proxy investment methods for foreign investors according to law (applicable in the case where foreign investors implement indirect investment in Vietnam under the proxy investment method); e) Income from transfers of reasonable interest and income from other sources when executing transactions buying shares not requiring pre-funding for order placement by foreign investors who are organizations according to current regulations on securities; f) Income from transfers of funds for placing orders, margin requirements:
   (i) Funds for executing order placement, margin transactions; (ii) Refunds of order placement funds, margin requirements to foreign investors according to regulations on contracts between parties; g) Income from transfers from indirect investment accounts of the same investor (applicable in the case where foreign investors have the need to open indirect investment accounts at another authorized bank specified in Clause 5 of Article 5 of this Circular).
2. Expenditure part:
   a) Expenditure for capital contribution, buying shares, capital contributions, securities, and other securities; b) Expenditure for buying foreign currency at authorized banks to transfer funds, profits, and other legal income abroad; c) Expenditure for transfers to Vietnamese Dong settlement accounts of foreign investors opened at authorized banks (excluding indirect investment accounts); d) Expenditure for transfers to accounts of investment management companies and other permitted organizations implementing proxy investment methods for foreign investors according to law (applicable in the case where foreign investors implement indirect investment in Vietnam under the proxy investment method); e) Expenditure for paying fees and other costs arising when executing transactions buying shares not requiring pre-funding for order placement by foreign investors who are organizations according to current regulations on securities; f) Expenditure for paying fees, service fees, taxes, administrative violation fines, and costs related to indirect foreign investment transactions in Vietnam specified in this Circular; g) Expenditure for transfers of funds for placing orders, margin requirements related to indirect foreign investment transactions in Vietnam specified in Article 4 of this Circular, including:
   (i) To execute order placement, margin transactions; (ii) Transferring to Vietnamese Dong settlement accounts of foreign investors or buying foreign currency to transfer abroad for foreign investors to transfer to Vietnam funds for placing orders, margin requirements that are refunded according to regulations on contracts between parties; h) Expenditure for transfers to new indirect investment accounts (applicable in the case where foreign investors have the need to open indirect investment accounts at another authorized bank specified in Clause 5 of Article 5 of this Circular).

Article 7. Obligations of authorized banks

1. Verify and retain documents and certificates compliant with actual transactions for the purpose of providing foreign exchange services, implemented correctly and in accordance with legal regulations. Bear legal responsibility for the completeness and legality of the dossier for opening indirect investment accounts.
2. Issue internal regulations and dossiers, procedures, and timeframes for opening and using indirect investment accounts, and publicly notify foreign investors to know and implement. Internal regulations must include at least the following contents:
   a) Regulations on dossiers, procedures, and timeframes for opening indirect investment accounts; b) Regulations and agreements on opening and using indirect investment accounts; c) Regulations on the use of indirect investment accounts; d) Regulations on handling complaints, appeals, and requests for dossier verification; e) Regulations on risk management in opening and using indirect investment accounts in compliance with Articles 5 and 6 of this Circular.
3. Authorized banks bear legal responsibility before the law when implementing the opening, closing, and execution of income and expenditure transactions on indirect investment accounts for foreign investors.
4. Comply with regulations on anti-money laundering and counter-terrorism financing, counter-proliferation financing, and counter-circumvention of sanctions.
5. Strictly enforce and guide customers to strictly implement regulations on opening and using indirect investment accounts specified in this Circular and other relevant legal regulations.

Article 8. Obligations of foreign investors

1. Comply with provisions of this Circular, Vietnamese laws on investment, securities, anti-money laundering, counter-terrorism financing, counter-proliferation financing, counter-circumvention of sanctions, and other relevant legal regulations.
2. Declare truthfully and completely the content of transactions related to indirect foreign investment activities into Vietnam. Provide dossiers, documents, information, and data according to the requirements of authorized banks when implementing the opening and use of indirect investment accounts. Bear legal responsibility before Vietnamese law for the truthfulness, legality, and compliance of dossiers, documents, information, and data provided to authorized banks.

Article 9. Responsibilities of the State Bank of Vietnam branches in regions

1. Guide organizations and individuals related on their territory to fully implement the provisions of this Circular.
2. Inspect, check, and supervise the implementation of regulations related to the opening and use of indirect investment accounts specified in this Circular according to their authority. Handle violations of behaviors in violation of legal regulations.
3. Cooperate with relevant agencies and organizations to implement foreign exchange management for indirect foreign investment activities into Vietnam on their territory according to legal regulations.

Article 10. Reporting regime

1. Authorized banks must implement periodic reporting according to current regulations of the State Bank of Vietnam regarding statistical reporting.
2. In case of request or when necessary, foreign investors and authorized banks must implement reporting on relevant contents according to the requirements of the State Bank of Vietnam.

Article 11. Implementation provisions

1. This Circular takes effect from June 1, 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 accounts for capital investment and indirect foreign investment activities in Vietnam ceases to be effective from the date this Circular takes effect.
3. This Circular replaces the contents in Circular No. 06/2019/TT-NHNN dated June 26, 2019 of the Governor of the State Bank of Vietnam guiding and managing foreign exchange activities related to direct foreign investment activities into Vietnam as follows:
   a) Replace the phrase "foreign investors holding from 51% of charter capital upwards" with the phrase "foreign investors holding more than 50% of charter capital" at point b, Clause 2, Article 3; b) Replace the phrase "the percentage of shares, capital contributions held by foreign investors in the enterprise drops below 51%" with the phrase "the percentage of shares, capital contributions held by foreign investors in the enterprise is equal to or below 50%" at point a, Clause 6, Article 5.
4. Within 12 months from the effective date of this Circular, enterprises with foreign investors holding shares, capital contributions in the enterprise above 50% but below 51% of charter capital must implement the opening of direct capital investment accounts according to Circular No. 06/2019/TT-NHNN dated June 26, 2019 of the Governor of the State Bank of Vietnam guiding and managing foreign exchange activities related to direct foreign investment activities into Vietnam and related documents amended, supplemented, or replaced (if any).
   During the transition period, foreign investors (who contributed capital to enterprises with the percentage of shares, capital contributions held by foreign investors above 50% but below 51% legally from the previous indirect investment capital accounts) are permitted to continue using the current indirect investment capital accounts to conduct income and expenditure transactions related to capital contribution, buying shares, capital contributions to the aforementioned enterprises.
5. Foreign investors and foreign securities companies, foreign investment funds, foreign organizations managed by multiple foreign investment management companies, investment organizations belonging to foreign governments, or investment, financial organizations or international financial organizations with Vietnam as members who have the need to open additional indirect investment accounts according to Clause 2, Article 5 of this Circular must transfer the investment balance from the previously opened indirect investment account(s) to one or more new indirect investment accounts upon the effective date of this Circular. The transfer of balance to 01 (one) new indirect investment account shall be implemented 01 (one) time.

Article 12. Implementation organization
In case of any discrepancy, the relevant units of the State Bank of Vietnam, authorized banks, branches of foreign banks permitted to conduct foreign exchange activities in Vietnam, and related organizations and individuals are responsible for implementing this Circular.

Received by:

• Leadership of SBV;
• Office of the Government;
• Ministry of Justice (for review);
• Heads of units under SBV;
• Authorized banks;
• Gazette;
• Store: V1, VP TC, CUC QLNX.I/

GOVERNOR

Phan Minh Dũng