Changes in conditions, dossiers and procedures for registration of foreign exchange transactions according to the Draft Circular replacing Circular 12/2016/TT-NHNN

Legal basis 

  • Circular No. 12/2016/TT-NHNN dated 29/6/2016 of the State Bank of Vietnam guiding foreign exchange management for outward investment activities; 
  • The Draft Circular replaces Circular 12/2016/TT-NHNN guiding foreign exchange management for outward investment activities. 

The Draft Circular to replace Circular 12/2016/TT-NHNN is developed to synchronize with Decree 103/2026/ND-CP, especially the new regulations on cases of outward investment that do not have to carry out procedures for issuance of an outward investment registration certificate. Because Circular 12/2016/TT-NHNN mainly designs foreign exchange management procedures on the basis that investors have an outward investment registration certificate, the issuance of a new Circular is necessary to supplement the mechanism for registering foreign exchange transactions, managing investment capital accounts and monitoring capital flows for a whole group of projects that are not subject to issuance Outward Investment Registration Certificate. 

1. Comparison of Key Changes

Contents  Circular 12/2016/TT-NHNN  Draft Circular to replace  Comments on the change 
Principles for registering for foreign exchange trading for the first time  Investors must register foreign exchange transactions related to outward investment activities with the State Bank: 

  • After being granted an outward investment registration certificate by a competent authority and the investor’s outward investment registration certificate is still valid in accordance with law; 
  • After the investment activities have been approved or licensed by the competent authority of the host country or after the investor has been granted documents proving the right to conduct investment activities in the host country in accordance with the law of the host country;
  • After opening an investment capital account at a licensed credit institution as prescribed in Article 5 of this Circular and before transferring investment capital abroad. 
 Investors shall register foreign exchange transactions for the first time related to outward investment activities with the State Bank or the State Bank’s regional branches according to the following principles: 

  • Being granted an outward investment registration certificate by a competent authority in accordance with law (for projects subject to issuance of an outward investment registration certificate); or be granted an automatic dossier declaration code on the National Investment Information System (for projects not subject to the issuance of an outward investment registration certificate); 
  • Being approved or licensed by a competent agency of the host country or having documents proving the right to conduct investment activities in the host country in accordance with the law of the host country; 
  • Having opened an investment capital account at 01 licensed bank as prescribed and before transferring investment capital in cash abroad. 
  • The registration of foreign exchange transactions for the first time must be done before the investor transfers investment capital in cash abroad through an investment capital account opened at 01 licensed bank 
 Expand the group of projects that do not require an offshore investment registration certificate. 
Dossier of registration of foreign exchange transactions related to outward investment activities 
  • Application for foreign exchange trading related to outward investment activities 
  • A copy of the outward investment registration certificate
  • A copy of a foreign language, a Vietnamese translation (with the investor’s certification of the accuracy of the copy and translation), a written approval or investment license issued by a competent authority of the host country 
  • A written certification of the licensed credit institution on the opening of the investor’s investment capital account, clearly stating the account number and type of foreign currency. 
  • Written certification of the licensed credit institution of the amount of money the investor has transferred abroad before being granted the outward investment registration certificate (if any) 
  • Written explanation of the need to transfer investment capital abroad in Vietnam dong in case of remittance of investment capital abroad in Vietnam dong 
 For projects subject to the issuance of outward investment registration certificates 

  • Application for foreign exchange trading related to outward investment activities 
  • A copy of the outward investment registration certificate 
  • A copy of a foreign language, a Vietnamese translation (with the investor’s certification of the accuracy of the copy and translation), a written approval or investment license issued by a competent authority of the host country 
  • A written certification of the licensed credit institution on the opening of the investor’s investment capital account, clearly stating the account number and type of foreign currency. 
  • Written certification of the licensed credit institution of the amount of money the investor has transferred abroad before being granted the outward investment registration certificate (if any) 
 Basically inheriting Circular 12/2016/TT-NHNN 
For projects not subject to the issuance of an outward investment registration certificate 

  • An application for registration of first-time foreign exchange transactions related to outward investment activities, made according to the form in Appendix No. 02 issued together with this Circular; 
  • Written certification of the tax authority on the fulfillment of the investor’s tax payment obligation. The time of certification by the tax authority shall not exceed 03 months from the date of submission of the investment project dossier; 
  • Documents on the legal status of the investor 
  • A copy of a foreign language, a Vietnamese translation (with the investor’s certification of the accuracy of the copy and translation), a written approval or investment license issued by a competent authority of the host country 
  • A written certification of the licensed credit institution on the opening of the investor’s investment capital account, clearly stating the account number and type of foreign currency. 
  • Written certification of the licensed credit institution of the amount of money the investor has transferred abroad before being granted the outward investment registration certificate (if any) 

In addition, depending on the type of project (e.g., outward investment projects associated with national defense and security,…), additional relevant documents may be required. 

 Adding a new group of records, requiring more supporting documents 
Procedures for registration of foreign exchange transactions  The investor shall send 01 set of foreign exchange transaction registration dossier related to outward investment activities to the State Bank as prescribed Within 07 working days from the date of receipt of a complete and valid dossier, the State Bank or the State Bank’s regional branch shall send the investor a written confirmation or refusal to confirm the registration of foreign exchange transactions related to outward investment activities. In case of refusal to certify registration, the State Bank or the State Bank’s regional branch shall issue a written statement clearly stating the reason. 
In case the dossier is not eligible for settlement, within 05 working days from the date of receipt of the dossier, the State Bank or the State Bank’s regional branch shall send a written request to the investor to supplement and complete the dossier. The time limit for settlement is recalculated from the beginning after receiving a complete dossier. 		 The investor shall send 01 set of dossier for registration of foreign exchange transactions for the first time, registration of changes in foreign exchange transactions related to outward investment activities to the State Bank of Vietnam’s regional branch as prescribed 

From the date of receipt of a complete and valid dossier, within 07 working days for a project subject to an outward investment registration certificate or within 30 working days for a project that fails to carry out procedures for an outward investment registration certificate,  The State Bank’s regional branches shall send investors a written confirmation of registration of foreign exchange trading for the first time or a written refusal to confirm registration of foreign exchange trading for the first time. 

 Classification of processing time by type of project 
Application Method  Submit in person or by mail.  Supplementing the method of submitting online documents through the National Public Service Portal; electronic records can use digital signatures and electronic copies scanned from the originals or originals.  Supplementing the form of online submission through the National Public Service Portal to promote digital transformation in the settlement of administrative procedures 
Close Records  Not regulated  If more than 60 days from the date of the additional request is made, the dossier will be closed on the system.  This regulation helps management agencies avoid a long backlog of documents and enhance the responsibility of investors in completing documents as required

2. General remarks

It can be seen that the draft Circular replacing Circular 12/2016/TT-NHNN not only amends the technical aspects of administrative procedures but also aims to meet the fundamental change from Decree 103/2026/ND-CP. The fact that Decree 103/2026/ND-CP recognizes cases of outward investment that do not have to apply for an outward investment registration certificate has set a requirement to supplement the corresponding foreign exchange management mechanism.  

The most prominent change of the draft is the separation of foreign exchange transaction registration procedures into two groups of projects: projects subject to the issuance of outward investment registration certificates and projects not subject to the issuance of outward investment registration certificates. For the second group of projects, the dossier and procedures are more strictly regulated to ensure that the management agency still has enough basis to control the outward flow of investment capital. 

In addition, the draft also shows the trend of reforming administrative procedures through the addition of online submission forms, clearly stipulating the official reception process, the deadline for supplementing dossiers and the mechanism for closing documents if investors do not complete documents within the prescribed time limit. 

The Draft Circular replacing Circular 12/2016/TT-NHNN is a necessary adjustment step to ensure consistency between the investment law and the law on foreign exchange management. Compared to current regulations, the draft expands the scope of application, supplements the mechanism for projects not subject to the issuance of outward investment registration certificates, changes the composition of the dossier, the processing order, the time limit for settlement and the competence to certify the registration of foreign exchange transactions. 

Investors who plan to invest abroad need to pay special attention to determining whether their projects are subject to the issuance of an outward investment registration certificate or not, because this will be an important basis for determining the corresponding conditions, dossiers and procedures for registering foreign exchange transactions. 

Submission date: June 20th 2026

Related posts

  1. Procedure for registering foreign exchange transactions related to outward investment activities
  2. Reporting obligations to be fulfilled when investing abroad according to the Law on Investment 2025 and Circular 12/2016/TT-NHNN

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Business and Investment and contact our team of lawyers in Vietnam via email info@apolatlegal.com.



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