Investment capital accounts under Circular 38/2026/TT-NHNN: Compliance guide for investors

The State Bank of Vietnam has issued Circular 38/2026/TT-NHNN, replacing Circular 06/2019/TT-NHNN and taking effect on August 18, 2026, thereby establishing a new regulatory framework for the opening, closing, and use of investment capital accounts. This article clarifies key new provisions, identifies common risks, and offers practical compliance guidance for investors and enterprises. 

1. Standardized terminology, expanded scope, and expanded categories of eligible entities 

The first fundamental change is the standardization of the legal term from “direct investment capital account” to “foreign investment capital account in Vietnam” (referred to as the investment capital account). Under Clause 3, Article 3 and Clause 5, Article 18 of Circular 38/2026/TT-NHNN, this term replaces the previous designations throughout the applicable foreign exchange regulations. 

Regarding its scope, Clause 1, Article 1 of Circular 38/2026/TT-NHNN adds investment activities from international financial centres in Vietnam into the rest of Vietnam under Decree 329/2025/ND-CP. 

Regarding entities eligible to open investment capital accounts, Article 6 of Circular 38/2026/TT-NHNN identifies four main categories: 

  • Economic organizations established by foreign investors or international financial centre member enterprises (referred to as “member enterprises”) in accordance with investment law and other relevant laws. 
  • Foreign-invested economic organizations in which foreign investors or international financial centre member enterprises hold more than 50% of the charter capital through capital contributions, share purchases, or purchases of capital contributions (M&A). 
  • PPP project enterprises established by foreign investors. 
  • Foreign investors and member enterprises participating in business cooperation contracts (BCCs) or petroleum contracts. 

2. Opening an investment capital account before IRC Issuance 

Under former regulations, foreign investors could only remit funds for investment preparation into a current account opened in their own names prior to obtaining an Investment Registration Certificate (IRC). Circular 38/2026/TT-NHNN resolves this impediment by giving effect to the Investment Law 2025, which allows investors to incorporate an enterprise prior to IRC issuance or amendment. 

Under Clause 3, Article 7 of Circular 38/2026/TT-NHNN, an established economic organization may open one investment capital account in a foreign currency and/or one investment capital account in Vietnamese dong at the same authorized bank immediately before its IRC is issued or amended. However, permissible receipts and payments during this period are strictly limited: 

  • Receipts: Charter capital contributions and interest arising from the account balance. 
  • Payments: Payment of lawful expenses directly related to the investment preparation stage; refunds of capital to investors or member enterprises if the project is not granted an IRC or if the IRC is not amended. 

Pursuant to Clause 4, Article 5 of Circular 38/2026/TT-NHNN, once this pre-IRC investment capital account is established, all remittances intended for pre-investment activities must be processed exclusively through this account rather than personal current accounts. 

3. M&A capital transfers and mandatory account closures 

For mergers and acquisitions, the routing of payment flows is determined by the parties’ residency status under Clause 1, Article 10 of Circular 38/2026/TT-NHNN: 

  • Transactions not conducted through an investment capital account: Transactions between two non-resident investors; between member enterprises; or between a member enterprise and a resident investor. 
  • Transactions required to be conducted through an investment capital account: Transactions between a resident and a non-resident or a member enterprise of an international financial centre. 

Regarding the payment currency, Article 13 of Circular 38/2026/TT-NHNN provides that any capital transfer involving a resident must be valued and settled in Vietnamese dong. Foreign currency may be used only when all parties are non-residents or member enterprises of an international financial centre. 

If the foreign ownership ratio after a capital transfer falls to 50% or below, Point b(i), Clause 5, Article 7 of Circular 38/2026/TT-NHNN requires the enterprise to close its investment capital account. Conversely, if the ratio rises above 50%, the enterprise must open an investment capital account in accordance with the regulations. 

4. Practical compliance checklist for corporate entities 

Foreign-invested enterprises should note the following compliance steps: 

  • Review investment capital accounts: Check the account names recorded in the banking system and ensure that refund or capital-transfer transactions are recorded in accordance with the permitted receipts and payments under Articles 8 and 9 of Circular 38/2026/TT-NHNN.
  • Standardize contractual provisions: Specify the conversion currency in the company charter or joint venture agreement from the outset to avoid disputes over capital contribution limits resulting from exchange-rate fluctuations. 
  • Manage supporting documents for investment preparation: For every payment from an investment capital account opened before IRC issuance, retain valid electronic invoices, service contracts, and authorization documents issued in the enterprise’s name. 
  • Monitor foreign ownership in M&A transactions: Review the foreign ownership ratio whenever shareholder changes occur around the 50% threshold so that the investment capital account can be opened or closed within the statutory time limit. 

Circular 38/2026/TT-NHNN has brought necessary flexibility to the investment and business environment by removing several administrative barriers relating to pre-licensing procedures and profit transfers. Nevertheless, foreign exchange controls over investment capital accounts remain stringent. Proactively verifying the conditions for opening an account, properly structuring capital-transfer flows, and fulfilling account-closure obligations when ownership ratios change are key to helping enterprises operate steadily and lawfully in Vietnam. 

Submission date: Sep 22, 2026 

Related posts

  1. Change of investment capital account applicable to a company with foreign investor ownership exceeding 50% and less than 51% of the charter capital
  2. Essential information on indirect investment capital account

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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