Circular 38/TT-NHNN on Foreign Exchange Management for Foreign Investment Activities in Vietnam

COPY; State Bank of Vietnam; Signing time: 2026-08-14T16:54:39+07:00

STATE BANK OF VIETNAM
No. 38/TT-NHNN

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness

Hanoi, July 31, 2026

CIRCULAR
Regulating Foreign Exchange Management for Foreign Investment Activities in Vietnam

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12; Pursuant to the Law on Credit Institutions No. 32/2024/QH15, amended and supplemented by Law No. 96/2025/QH15; Pursuant to the Law on Investment No. 143/2025/QH15; Pursuant to the Ordinance on Foreign Exchange No. 28/2005/PL-UBTVQH11, amended and supplemented by Ordinance No. 06/2013/UBTVQH13; Pursuant to Decree No. 70/2014/NĐ-CP of the Government detailing the implementation of some articles of the Ordinance on Foreign Exchange and amending and supplementing some articles of the Ordinance on Foreign Exchange; Pursuant to Decree No. 329/2025/NĐ-CP of the Government on licensing the establishment and operation of banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and counter-proliferation financing at the International Financial Center in Vietnam; Pursuant to Decree No. 96/2026/NĐ-CP of the Government detailing and guiding the implementation of some articles of the Law on Investment; Pursuant to Decree No. 26/2025/NĐ-CP of the Government regulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam, amended and supplemented by Decree No. 198/2026/NĐ-CP; At the request of the Director of the Foreign Exchange Management Department; The Governor of the State Bank of Vietnam issues this Circular regulating foreign exchange management for foreign investment activities in Vietnam.

Chapter I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular regulates foreign exchange management for foreign investment activities in Vietnam as specified in Article 11 of the Ordinance on Foreign Exchange 28/2005/PL-UBTVQH11, amended and supplemented by Ordinance No. 06/2013/UBTVQH13, and investment activities from the International Financial Center in Vietnam into the rest of Vietnam as specified in Article 93 of Decree No. 329/2025/NĐ-CP on licensing the establishment and operation of banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and counter-proliferation financing at the International Financial Center in Vietnam, including:
   a) Opening and using investment capital accounts in foreign currency and Vietnamese Dong; b) Capital contribution; transfer of capital, profits, and lawful revenues; transfer of investment capital, transfer of investment projects; c) Other remittance transactions related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam into the rest of Vietnam.
2. Contents related to foreign exchange management for economic organizations with foreign-invested capital that are public companies with listed or registered shares on the stock exchange are not within the scope of regulation of this Circular.
3. Contents related to foreign exchange management for cases where foreign investors or economic organizations with foreign-invested capital implement investment and securities transactions on the securities market as specified in Clause 3, Article 73 of Decree No. 96/2026/NĐ-CP detailing and guiding the implementation of some articles of the Law on Investment are not within the scope of regulation of this Circular.

Article 2. Applicable Subjects
This Circular applies to the following subjects:

1. Economic organizations with foreign-invested capital as specified in Clause 1, Article 6 of this Circular.
2. Foreign investors and domestic investors participating in capital contribution to economic organizations with foreign-invested capital as specified in Clause 1, Article 6 of this Circular.
3. Foreign investors participating in business cooperation contracts (hereinafter referred to as BCC contracts).
4. Foreign investors directly implementing investment projects under the public-private partnership (PPP) method (hereinafter referred to as PPP) in cases where a PPP project company is not established.
5. Managers and contractors who are foreign investors in oil and gas contracts and other agreement documents in the oil and gas field signed on behalf of the State or the Government of the Socialist Republic of Vietnam with foreign contracting parties.
6. Member enterprises in the International Financial Center in Vietnam (hereinafter referred to as member enterprises) as specified in Clause 6, Article 3 of Decree No. 329/2025/NĐ-CP.
7. Permitted banks, and relevant organizations and individuals related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam into the rest of Vietnam.

Article 3. Interpretation of Terms
In this Circular, the following terms are understood as follows:

1. Permitted bank means a commercial bank or foreign bank branch conducting foreign exchange business and providing foreign exchange services in accordance with the law.
2. Member bank means an economic organization established, organized, and operated in accordance with Resolution No. 222/2025/QH15 on the International Financial Center in Vietnam, including member commercial banks as specified in Clause 13, Article 3 of Decree No. 329/2025/NĐ-CP and member foreign bank branches as specified in Clause 4, Article 3 of Decree No. 329/2025/NĐ-CP.
3. Foreign investment capital account in Vietnam means a foreign currency or Vietnamese Dong settlement account opened by the subjects specified in Article 6 at a permitted bank to conduct receipt and payment transactions related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam into the rest of Vietnam in accordance with this Circular (hereinafter referred to as investment capital account).
4. Own foreign currency means foreign currency in the settlement account of a domestic investor, excluding foreign currency purchased and borrowed from credit institutions or permitted foreign bank branches providing foreign exchange services in Vietnam.
5. Investor means an organization or individual as specified in Clause 18, Article 3 of the Law on Investment No. 143/2025/QH15 and a contractor as specified in Clause 5, Article 2 of this Circular.

Article 4. General Principles

1. Investors and member enterprises may contribute capital in foreign currency or Vietnamese Dong in accordance with the Investment Registration Certificate, the License for Establishment and Operation according to specialized legal regulations (for economic organizations with foreign-invested capital established and operated under specialized legal regulations), the Notification on Meeting Conditions for Capital Contribution, Share Purchase, or Capital Contribution Purchase by Foreign Investors, the Enterprise Registration Certificate, the PPP contract signed with the competent state authority, the BCC contract, the oil and gas contract, and other documents proving that the capital contribution complies with legal regulations, except for cases of capital contribution as specified in Clause 5 of this Article.
   In case of contributing capital in multiple currencies, the investor or member enterprise may choose one of the contribution currencies in the documents specified in this clause as the currency for conversion and determination of the total value of the contributed capital, and this currency must be used consistently throughout the entire capital contribution process. The total value of the contributed capital after conversion must not exceed the contributed capital amount specified in the aforementioned documents. The conversion rate is the rate applied by the permitted bank where the subjects specified in Article 6 of this Circular open their investment capital accounts at the time the funds are credited to the investment capital account.
2. Domestic investors may contribute capital in own foreign currency.
3. Contractors in oil and gas contracts and other agreement documents in the oil and gas field signed on behalf of the State or the Government of the Socialist Republic of Vietnam with foreign contracting parties may purchase foreign currency at a permitted bank to contribute capital in accordance with the law on oil and gas.
4. Capital contributions in money by investors and member enterprises must be implemented through bank transfers into the investment capital account in foreign currency or Vietnamese Dong.
5. Investors and member enterprises may transfer funds into the investment capital account to implement capital contribution, change in capital contribution share, or change in capital contribution ratio before the economic organization with foreign-invested capital implements procedures for registering increased charter capital, changing capital contribution share, or changing capital contribution ratio.
6. Managers and contractors who are foreign investors in oil and gas contracts and other agreement documents in the oil and gas field signed on behalf of the State or the Government of the Socialist Republic of Vietnam with foreign contracting parties may use foreign currency or Vietnamese Dong settlement accounts opened at permitted banks to receive permitted revenues transferred from the investment capital account as specified in Articles 8 and 9 of this Circular.

Article 5. Remittance for Investment Preparation Activities

1. Before being issued the Investment Registration Certificate, the Notification on Meeting Conditions for Capital Contribution, Share Purchase, or Capital Contribution Purchase by Foreign Investors, the Enterprise Registration Certificate, the License for Establishment and Operation according to specialized legal regulations (for economic organizations with foreign-invested capital established and operated under specialized legal regulations), or the signed PPP contract, the payment of lawful costs during the investment preparation phase in Vietnam is implemented as follows:
   a) Foreign investors are allowed to transfer funds from abroad or from settlement accounts opened at permitted banks in Vietnam; b) Member enterprises are allowed to transfer funds from settlement accounts opened at permitted banks in Vietnam.
2. After being issued the Investment Registration Certificate, the Notification on Meeting Conditions for Capital Contribution, Share Purchase, or Capital Contribution Purchase by Foreign Investors, the Enterprise Registration Certificate, the License for Establishment and Operation according to specialized legal regulations (for economic organizations with foreign-invested capital established and operated under specialized legal regulations), or the signed PPP contract, the funds transferred by foreign investors or member enterprises as specified in Clause 1 of this Article are used for:
   a) Transferring part or all of the funds as capital contribution; b) Transferring part or all of the funds as foreign borrowing of the economic organization with foreign-invested capital. In case of transfer as foreign borrowing, the economic organization with foreign-invested capital must comply with legal regulations on foreign borrowing and repayment; c) Refunding to the foreign investor or member enterprise the funds transferred for investment preparation activities after deducting lawful costs related to investment preparation activities in Vietnam.
3. Transactions specified in Clause 2 of this Article are implemented upon presentation of valid documents and vouchers proving the transferred funds and lawful costs related to investment preparation activities in Vietnam, ensuring compliance with foreign exchange management regulations, investment law, accounting law, and other relevant legal regulations.
4. In case a foreign investor has established an economic organization before implementing procedures for issuing or adjusting the Investment Registration Certificate and has opened an investment capital account as specified in Clause 3, Article 7 of this Circular, the remittance for investment preparation activities is implemented through the opened investment capital account.

Chapter II
REGULATIONS ON OPENING AND USING INVESTMENT CAPITAL ACCOUNTS

Article 6. Subjects Opening Investment Capital Accounts

1. Economic organizations with foreign-invested capital include:
   a) Economic organizations established by foreign investors or member enterprises in accordance with investment law and other relevant legal regulations; b) Economic organizations with foreign-invested capital where foreign investors or member enterprises are members or shareholders holding more than 50% of charter capital through capital contribution, share purchase, or capital contribution purchase; c) PPP project companies established by foreign investors.
2. Foreign investors and member enterprises participating in BCC contracts.
3. Foreign investors directly implementing PPP projects in cases where a PPP project company is not established.
4. Contractors who are foreign investors in oil and gas contracts and other agreement documents in the oil and gas field signed on behalf of the State or the Government of the Socialist Republic of Vietnam with foreign contracting parties (hereinafter referred to as foreign investors in oil and gas activities).

Article 7. Principles for Opening and Using Investment Capital Accounts

1. The subjects specified in Article 6 of this Circular are allowed to open 01 (one) investment capital account in foreign currency and/or 01 (one) investment capital account in Vietnamese Dong at the same 01 (one) permitted bank.
   In case of a need to contribute capital in multiple foreign currencies, 01 (one) investment capital account corresponding to each foreign currency may be opened at the same 01 (one) permitted bank to conduct receipt and payment transactions as specified in Article 8 of this Circular.
2. In case of implementing multiple BCC contracts, oil and gas contracts, or multiple PPP projects, each foreign investor or member enterprise must open separate investment capital accounts for each contract or each PPP project.
   For each BCC contract, oil and gas contract, or each PPP project, the foreign investor or member enterprise is allowed to open 01 (one) investment capital account in foreign currency corresponding to each foreign currency and/or 01 (one) investment capital account in Vietnamese Dong at the same 01 (one) permitted bank.
3. In case a foreign investor establishes an economic organization before implementing procedures for issuing or adjusting the Investment Registration Certificate, this economic organization with foreign-invested capital is allowed to open 01 (one) investment capital account in foreign currency and/or 01 (one) investment capital account in Vietnamese Dong before being issued or adjusted the Investment Registration Certificate at the same 01 (one) permitted bank, and it is only allowed to be used to receive charter capital, interest from the account balance; pay lawful costs related to investment preparation activities in Vietnam; and refund capital to the investor or member enterprise in case the Investment Registration Certificate is not issued or adjusted.
   After being issued or adjusted the Investment Registration Certificate, these subjects are allowed to open additional investment capital accounts in other foreign currencies as specified in Clause 1 of this Article and use the opened investment capital accounts to conduct receipt and payment transactions as specified in Articles 8 and 9 of this Circular.
4. In case of changing the permitted bank where the investment capital account is opened, the subjects specified in Article 6 of this Circular implement the following principles:
   a) Open a new investment capital account at another 01 (one) permitted bank and transfer the entire balance from the previously opened investment capital account to the new investment capital account, then close the old investment capital account; b) The new investment capital account is only allowed to be used to conduct receipt and payment transactions specified in Articles 8 and 9 of this Circular after completing the steps mentioned in point a of this clause, except for receipts from receiving the balance transferred from the previously opened investment capital account.
5. Except for cases where the investment capital account is being used to implement foreign borrowing, foreign debt repayment, or lawful payment obligations, the subjects specified in Article 6 of this Circular must close the investment capital account according to the following principles:
   a) The subjects specified in point a, Clause 1, Article 6 of this Circular must close the opened investment capital account in the following cases:
   (i) No foreign investor or member enterprise owns shares or capital contribution shares in that economic organization; (ii) The Investment Registration Certificate is not issued or adjusted according to investment law and the contributed funds have been refunded to the foreign investor or member enterprise; (iii) Dissolution, bankruptcy, or termination of operations according to legal regulations; (iv) Transfer of the investment project causes a change in the initial legal entity registered for the economic organization. b) The subjects specified in Clause 1, Article 6 of this Circular must close the opened investment capital account in the following cases:
   (i) After completing the transfer of shares or capital contribution shares, or changing charter capital at the economic organization as specified in point b, Clause 1, Article 6 of this Circular, the ownership ratio of shares or capital contribution shares by foreign investors or member enterprises in this economic organization is equal to or below 50%; (ii) After the economic organization with foreign-invested capital becomes a public company with listed or registered shares on the stock exchange. After closing the investment capital account as specified in this point, foreign investors or member enterprises still owning shares or capital contribution shares in the economic organization with foreign-invested capital conduct receipt and payment transactions related to that investment through indirect investment capital accounts according to regulations on foreign exchange management for indirect foreign investment activities in Vietnam. c) In case the investment capital account has been closed as specified in this clause, capital refund amounts, other lawful revenues arising from investment activities or investment projects of the foreign investor at the same economic organization, and other lawful revenues arising from investment activities from the International Financial Center in Vietnam into the rest of Vietnam or from investment projects of member enterprises at the same economic organization are transferred into:
   (i) Foreign currency or Vietnamese Dong settlement accounts of the foreign investor opened at permitted banks or transferred abroad; (ii) Foreign currency or Vietnamese Dong settlement accounts opened at permitted banks or capital accounts of member enterprises opened at member banks.
6. In case a foreign investor or member enterprise increases its ownership ratio of charter capital in an economic organization with foreign-invested capital, leading to the foreign investor or member enterprise holding more than 50% of the charter capital of this economic organization with foreign-invested capital, the economic organization with foreign-invested capital must open an investment capital account as specified in this Circular; the foreign investor or member enterprise must close the opened indirect investment capital account in case there is no longer a need to conduct indirect foreign investment activities in Vietnam.
7. Procedures for opening and closing investment capital accounts are implemented according to regulations of the Governor of the State Bank of Vietnam on opening and using settlement accounts at payment service providers.

Article 8. Receipts and payments on capital investment accounts in foreign currency

1. Receipts:
   a) Transferring capital contribution funds from investors, member enterprises of economic organizations with foreign investment, foreign investors participating in BCC contracts, foreign investors directly implementing PPP projects, and foreign investors in oil and gas activities; b) Transferring funds for payment of capital transfer value, investment projects, transfer of participation rights, and rights and obligations of contractors; c) Refunds of transfer value in cases where the transfer is not completed; d) Purchasing from permitted credit institutions to transfer capital, profits, and legal income from foreign investment activities in Vietnam of foreign investors abroad; đ) Purchasing from permitted credit institutions to transfer capital, profits, and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam into the capital account of member enterprises opened at member banks; e) Transferring from payment accounts opened at permitted banks of the operator in oil and gas contracts and of the subjects specified in Article 6 of this Circular to transfer capital, profits, and legal income from foreign investment activities in Vietnam of foreign investors abroad; g) Transferring from payment accounts opened at permitted banks of the subjects specified in Article 6 of this Circular to transfer capital, profits, and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam into the capital account of member enterprises opened at member banks; h) Transferring balances from previously opened capital investment accounts to new capital investment accounts in cases of changing capital investment accounts, changing permitted banks; or converting foreign currencies in cases of opening capital investment accounts in multiple foreign currencies at the same permitted bank; i) Share capital surplus from the issuance of shares by economic organizations with foreign investment; k) Revenue from the sale of domestic oil and gas products; l) Transfers related to foreign currency loans of economic organizations with foreign investment in accordance with the law on borrowing and repaying foreign debt; m) Other legal receipts in foreign currency related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam.

2. Payments:
   a) Transferring to payment accounts in foreign currency opened at permitted banks of the operator in oil and gas contracts and of the subjects specified in Article 6 of this Circular to implement investment activities from abroad in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam; b) Selling to permitted credit institutions to transfer into payment accounts in Vietnamese Dong of the operator in oil and gas contracts and of the subjects specified in Article 6 of this Circular; c) Paying the value of capital transfer, investment projects to the transferor abroad; paying the value of transfer of participation rights, rights and obligations of contractors to the transferor abroad or in Vietnam; or selling foreign currency to pay the value of capital transfer, investment projects to the transferor in Vietnam in Vietnamese Dong; d) Transferring profits and legal income in foreign currency from foreign investment activities in Vietnam of foreign investors abroad or into payment accounts of foreign investors opened at permitted banks; đ) Transferring profits and legal income in foreign currency from investment activities from the International Financial Center in Vietnam to the rest of Vietnam of member enterprises into capital accounts opened at member banks or into payment accounts of member enterprises opened at permitted banks; e) Transferring foreign currency capital of foreign investors abroad or into payment accounts of foreign investors opened at permitted banks in cases of capital reduction, termination, liquidation, or cessation of investment projects, oil and gas contracts, BCC contracts, PPP contracts in accordance with the law; g) Transferring foreign currency capital of member enterprises into capital accounts opened at member banks or into payment accounts of member enterprises opened at permitted banks in cases of capital reduction, termination, liquidation, or cessation of investment projects, BCC contracts in accordance with the law; h) Converting foreign currency to implement transfer of capital, profits, and legal income from foreign investment activities in Vietnam abroad or to implement transfer of capital, profits, and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam into the International Financial Center in Vietnam in cases where the currency of transferred capital, profits, and legal income differs from the currency of the opened capital investment account; i) Refunding capital contribution funds, legal costs in the investment preparation implementation phase in cases where the Investment Registration Certificate is not issued or adjusted, or the Enterprise Registration Certificate is not issued; refunding capital contribution funds, legal costs specified in Clause 5, Article 4 of this Circular in cases where the Enterprise Registration Certificate is not issued; or refunding the value of capital transfer,
   investment projects, transfer of participation rights, rights and obligations of contractors in cases where the transfer is not completed; k) Transferring balances from previously opened capital investment accounts to new capital investment accounts in cases of changing capital investment accounts, changing permitted banks; or converting foreign currencies in cases of opening capital investment accounts in multiple foreign currencies at the same permitted bank; l) Transfers related to foreign currency loans of economic organizations with foreign investment in accordance with the law on borrowing and repaying foreign debt; m) Other legal payments in foreign currency related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam.

Article 9. Receipts and payments on capital investment accounts in Vietnamese Dong

1. Receipts:
   a) Transferring capital contribution funds from investors, member enterprises of economic organizations with foreign investment, foreign investors participating in BCC contracts, foreign investors directly implementing PPP projects, and foreign investors in oil and gas activities; b) Transferring funds for payment of capital transfer value, investment projects, transfer of participation rights, and rights and obligations of contractors; c) Refunds of transfer value in cases where the transfer is not completed; d) Transferring profits distributed in Vietnamese Dong from foreign investment activities in Vietnam of investors and from investment activities from the International Financial Center in Vietnam to the rest of Vietnam of member enterprises to implement capital increase, expansion of investment activities in Vietnam; đ) Transferring from payment accounts opened at permitted banks of the operator in oil and gas contracts and of the subjects specified in Article 6 of this Circular to transfer or purchase foreign currency to transfer capital, profits, and legal income from foreign investment activities in Vietnam of foreign investors abroad; e) Transferring from payment accounts opened at permitted banks of the subjects specified in Article 6 of this Circular to purchase foreign currency to transfer capital, profits, and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam of member enterprises into capital accounts opened at member banks; g) Transferring from the transfer of balances from previously opened capital investment accounts to new capital investment accounts in cases of changing capital investment accounts, changing permitted banks; h) Share capital surplus from the issuance of shares by economic organizations with foreign investment; i) Revenue from the sale of domestic oil and gas products; k) Transfers related to Vietnamese Dong loans of economic organizations with foreign investment permitted to borrow foreign debt in Vietnamese Dong in accordance with the law on borrowing and repaying foreign debt; l) Other legal receipts in Vietnamese Dong related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam.

2. Payments:
   a) Transferring to payment accounts in Vietnamese Dong opened at permitted banks of the operator in oil and gas contracts and of the subjects specified in Article 6 of this Circular to implement investment activities from abroad in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam; b) Paying the value of capital transfer, investment projects to the transferor in Vietnam; only purchasing foreign currency to pay the value of capital transfer, investment projects to the transferor abroad or to pay the value of transfer of participation rights, rights and obligations of contractors to the transferor abroad or in Vietnam; c) Purchasing foreign currency transfers to transfer profits and legal income from foreign investment activities in Vietnam of foreign investors abroad; d) Purchasing foreign currency transfers to transfer profits and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam into capital accounts of member enterprises opened at member banks; đ) Transferring capital into payment accounts of investors from permitted banks or only purchasing foreign currency to transfer capital of foreign investors abroad in cases of capital reduction, termination, liquidation, or cessation of investment projects, BCC contracts, PPP contracts, oil and gas contracts in accordance with the law; e) Transferring capital into payment accounts of member enterprises opened at permitted member banks or only purchasing foreign currency to transfer capital of member enterprises into capital accounts opened at member banks in cases of capital reduction, termination, liquidation, or cessation of investment projects, BCC contracts in accordance with the law; g) Transferring profits and legal income in Vietnamese Dong from foreign investment activities in Vietnam of foreign investors abroad or into payment accounts of foreign investors opened at permitted banks; h) Transferring profits and legal income in Vietnamese Dong from investment activities from the International Financial Center in Vietnam to the rest of Vietnam into payment accounts of member enterprises opened at permitted banks; i) Refunding capital contribution funds, legal costs in the investment preparation implementation phase in cases where the Investment Registration Certificate is not issued or adjusted, or the Enterprise Registration Certificate is not issued; refunding capital contribution funds, legal costs specified in Clause 5, Article 4 of this Circular in cases where the Enterprise Registration Certificate is not issued; or refunding the value of capital transfer, investment projects or only purchasing foreign currency to refund the value of transfer of participation rights, rights and obligations of contractors in cases where the transfer is not completed; k) Transferring balances in Vietnamese Dong from previously opened capital investment accounts to new capital investment
   accounts in cases of changing capital investment accounts, changing permitted banks; l) Transfers related to Vietnamese Dong loans of economic organizations with foreign investment permitted to borrow foreign debt in Vietnamese Dong in accordance with the law on borrowing and repaying foreign debt; m) Other legal payments in Vietnamese Dong related to foreign investment activities in Vietnam and investment activities from the International Financial Center in Vietnam to the rest of Vietnam.

Chapter III
TRANSFER OF CAPITAL, PROFITS, LEGAL INCOME AND SETTLEMENT OF TRANSFER VALUE

Article 10. Settlement of transfer value

1. The settlement of the value of transfer of shares, capital contribution portions in economic organizations with foreign investment specified in Clause 1, Article 6 of this Circular shall be implemented as follows:
   a) Between investors who are non-residents with each other; between member enterprises with each other; between member enterprises and investors who are non-residents or between investors who are non-residents with each other shall not be implemented through capital investment accounts; b) Between member enterprises and investors who are residents, between investors who are non-residents and investors who are residents must be implemented through capital investment accounts.

2. In BCC contracts, the settlement of the value of transfer of investment projects between member enterprises and investors who are non-residents; between member enterprises and investors who are residents; investors who are non-residents with investors who are residents; between investors who are non-residents with each other or between member enterprises with each other must be implemented through capital investment accounts.

3. In PPP projects, the settlement of the value of transfer of investment projects between investors who are non-residents with each other or between investors who are non-residents and investors who are residents directly implementing PPP projects must be implemented through capital investment accounts.

4. In oil and gas contracts, the settlement of the value of transfer of investment projects, transfer of participation rights, rights and obligations of contractors between investors who are non-residents and investors who are residents must be implemented through capital investment accounts.

Article 11. Transfer of capital of foreign investors, member enterprises in cases of capital reduction, transfer, termination, liquidation, or cessation of contracts, investment projects

The transfer of capital in cases of capital reduction; transfer of projects; transfer of shares, capital contribution portions in economic organizations with foreign investment; transfer of participation rights, rights and obligations of contractors in oil and gas contracts; termination, liquidation, or cessation of investment projects, BCC contracts, oil and gas contracts, PPP projects of foreign investors, member enterprises shall be implemented as follows:

1. The transfer of capital of foreign investors abroad or transfer of capital of member enterprises into capital accounts opened at member banks must be implemented through capital investment accounts, except for cases specified in point c, Clause 5, Article 7 and point a, Clause 1, Article 10 of this Circular.

2. In cases where capital is not transferred abroad or not transferred into the International Financial Center in Vietnam, it shall be transferred from the capital investment account to the payment account of the foreign investor, member enterprise opened at permitted banks to implement other projects, investment activities of the foreign investor, member enterprise in Vietnam in accordance with the law on investment.

Article 12. Transfer of profits and legal income of foreign investors, member enterprises

1. The transfer of profits and legal income from foreign investment activities in Vietnam of foreign investors abroad or transfer of profits and legal income from investment activities from the International Financial Center in Vietnam to the rest of Vietnam of member enterprises into capital accounts opened at member banks must be implemented through capital investment accounts, except for cases specified in point c, Clause 5, Article 7 of this Circular.

2. In cases where profits and legal income are not transferred abroad or not transferred into the International Financial Center in Vietnam, they shall be transferred from the capital investment account to the payment account of the foreign investor, member enterprise opened at permitted banks to implement other projects, investment activities of the foreign investor, member enterprise in Vietnam in accordance with the law on investment.

Article 13. Currency for pricing, settlement of transfer value

1. The pricing, settlement of the value of transfer of capital, investment projects between investors who are non-residents with each other; between investors who are non-residents and member enterprises or between investors who are residents with each other is permitted to be implemented in foreign currency.

2. The pricing, settlement of the value of transfer of investment projects in oil and gas contracts, transfer of participation rights, rights and obligations of contractors in oil and gas contracts between investors who are non-residents with each other; between investors who are non-residents and investors who are residents in Vietnam with investors who are residents is permitted to be implemented in foreign currency.

3. Except for cases specified in Clause 2 of this Article, the pricing, settlement of the value of transfer of capital, investment projects between investors who are residents and investors who are non-residents, between investors who are residents and investors who are residents with member enterprises or between investors who are residents with each other must be implemented in Vietnamese Dong.

Chapter IV
RESPONSIBILITIES OF RELATED PARTIES

Article 14. Responsibilities of permitted banks

1. Guide customers to implement correctly the regulations in this Circular and relevant legal regulations.

2. Issue internal regulations on dossiers, procedures, and processes for opening and using capital investment accounts, regulations on transparency of fund flows when implementing transfers to investors, member enterprises (requiring clear recording of the amount and purpose of each transfer order) and publicly notify for investors, member enterprises to know and implement.

3. Check and retain documents, vouchers consistent with actual transactions to ensure that foreign exchange services are provided for the correct purpose, consistent with regulations in this Circular and relevant legal regulations.

4. Comply with legal regulations on anti-money laundering and counter-terrorism financing, counter-proliferation financing of weapons of mass destruction.

5. Sell foreign currency to foreign investors, economic organizations with foreign investment to transfer abroad; sell foreign currency to member enterprises to transfer into capital accounts opened at member banks based on the bank's self-balancing of foreign currency sources and consistent with legal regulations.

6. Sell foreign currency to contractors in oil and gas contracts to implement capital contribution in accordance with legal regulations on oil and gas.

7. Confirm in writing, electronically authenticated documents by the bank at the request of the account holder regarding account numbers, information on transactions in payment accounts, capital investment accounts of investors, economic organizations with foreign investment, and member enterprises.

8. Implement reporting regimes as specified in Article 17 of this Circular.

Article 15. Responsibilities of investors, member enterprises

1. Comply with regulations on foreign exchange management in foreign investment activities in Vietnam as specified in this Circular and relevant legal regulations.

2. Declare truthfully and fully transaction content, clearly recording the purpose of transfers related to foreign investment activities in Vietnam; provide related documents, vouchers as required and guided by permitted banks; bear legal responsibility for the authenticity of documents, vouchers provided to permitted banks.

3. After being issued or adjusted the Investment Registration Certificate, Enterprise Registration Certificate, or equivalent documents by competent agencies, the subjects specified in Clause 1, Article 6 must have the responsibility to supplement these documents to the permitted bank where the capital investment account is opened.

4. Implement reporting regimes as specified in Clause 2, Article 17 of this Circular.

Article 16. Responsibilities of Regional State Bank Branches

1. Guide relevant organizations and individuals in the area to fully comply with regulations in this Circular.

2. Inspect, check, and supervise the implementation of regulations related to the opening and use of capital investment accounts specified in this Circular within their authority. Implement handling of legal violations in the foreign exchange field in accordance with legal regulations.

3. Coordinate with relevant agencies and organizations to implement foreign exchange management for foreign investment activities in Vietnam in the area in accordance with legal regulations.

Article 17. Reporting regime

1. Permitted banks implement periodic reporting in accordance with current regulations of the State Bank of Vietnam on statistical reporting regimes.

2. In exceptional cases or when necessary, subjects specified in Article 6 of this Circular and permitted banks implement reporting of related contents as required by the State Bank of Vietnam.

Chapter V
IMPLEMENTATION PROVISIONS

Article 18. Implementation provisions

1. This Circular takes effect from August 18, 2026.

2. Circular No. 06/2019/TT-NHNN guiding foreign exchange management for foreign direct investment activities in Vietnam ceases to be effective from the date this Circular takes effect.

3. Clause 3, Clause 4, Article 11 of Circular No. 03/2025/TT-NHNN on opening and using accounts in Vietnamese Dong to implement foreign indirect investment activities in Vietnam cease to be effective from the date this Circular takes effect.

4. This Circular amends and supplements some articles of Circular No. 16/2014/TT-NHNN guiding the use of foreign currency accounts, Vietnamese Dong accounts of residents, non-residents at permitted banks, amended and supplemented by Circular No. 49/2018/TT-NHNN as follows:
   a) Add the fourth bullet point into point d, Clause 1, Article 3; the third bullet point into point d, Clause 1, Article 4; the third bullet point into point d, Clause 1, Article 5; and the third bullet point into point d, Clause 1, Article 6: “- Receipt of foreign currency transfers from capital investment accounts of subjects permitted to open capital investment accounts in accordance with regulations of the Governor of the State Bank of Vietnam on foreign exchange management for foreign investment activities in Vietnam”; b) Add the fourth bullet point into point b, Clause 1, Article 7: “- Receipt of Vietnamese Dong transfers from capital investment accounts of subjects permitted to open capital investment accounts in accordance with regulations of the Governor of the State Bank of Vietnam on foreign exchange management for foreign investment activities in Vietnam”.

5. Replace the phrase “direct foreign investment capital account”, “foreign direct investment capital account” with the phrase “foreign investment capital account in Vietnam” in Circulars of the Governor of the State Bank of Vietnam issued before the effective date of this Circular.

6. In cases where legal documents referenced for application in this Circular are amended, supplemented, or replaced, implementation shall follow the amended, supplemented, or replaced legal documents.

Article 19. Transitional Provisions

1. In the case where a foreign-invested economic entity has opened a payment account to receive charter capital contributions before the effective date of this Circular, the aforementioned charter capital contributions shall be transferred into the investment capital account of the foreign-invested economic entity, which has been opened in accordance with the provisions of this Circular.

2. Foreign investors in the oil and gas sector who have carried out foreign investment activities in Vietnam before the effective date of this Circular are permitted to open and use investment capital accounts in accordance with the provisions of this Circular to conduct transactions related to foreign investment activities in Vietnam in the oil and gas sector.

In the case where, before the effective date of this Circular, foreign investors in the oil and gas sector have opened payment accounts to conduct transactions related to foreign investment activities in Vietnam in the oil and gas sector in accordance with the laws in force at the time the transactions arose, they are allowed to continue using such accounts until the opening of investment capital accounts in accordance with the provisions of this Circular is completed. The transfer of balances, rights, and obligations related thereto to the investment capital account shall be carried out in accordance with the agreement between the customer and a permitted bank, ensuring compliance with the provisions of law on foreign exchange management. Within 12 months from the effective date of this Circular, foreign investors in the oil and gas sector are responsible for completing the opening of investment capital accounts in accordance with the provisions of this Circular.

3. Within 12 months from the effective date of this Circular, subjects falling under the cases required to close investment capital accounts according to point (i) and point (ii) of Clause 5, Article 7 of this Circular, but who have not yet done so, must carry out the closure of investment capital accounts in accordance with the provisions.

Article 20. Implementation Organization

The heads of units under the State Bank of Vietnam, permitted banks, and related organizations and individuals are responsible for implementing this Circular.

Recipients:

• As per Article 20;
• Leadership of SBV;
• Government Office;
• Ministry of Justice (for inspection);
• Gazette;
• SBV Electronic Portal;
• File: VT, PC Department, FDI Management Department (03b).

ON BEHALF OF THE GOVERNOR
DEPUTY GOVERNOR
(Signed and sealed)
Pham Thanh Ha