Foreign Investment Capital Accounts Under Circular 38/2026/TT-NHNN: 8 Key Points for Foreign Investors

Foreign investment capital accounts under Circular 38/2026/TT-NHNN changed the foreign-exchange framework for foreign investment from August 18, 2026. It replaced Circular No. 06/2019/TT-NHNN and updates how specified investment money is received, transferred, returned and reinvested in Vietnam.

A foreign investment capital account is a designated bank account used for specified foreign investment money entering, moving within and leaving Vietnam. The Circular then deals with the banking and foreign-exchange side. It determines which investment account applies and how specified capital contributions, M&A payments, exits, profit transfers and reinvestment should move.

Why Circular No. 38 Now?

The timing is important. Vietnam’s Investment Law 2025 changed the sequence for establishing some foreign-invested companies. A foreign investor may now form the company before the Investment Registration Certificate is issued in permitted cases. The foreign-exchange rules therefore also needed a way for that newly formed company to receive capital and pay lawful preparation costs before the investment certificate is available.

Circular No. 38 supplies that banking mechanism. It allows the qualifying company to open the investment capital account before the Investment Registration Certificate is issued or adjusted, but limits what the account can be used for at that stage.

The Circular also updates the boundary between direct-style investment flows and indirect investment flows, brings specified investment from Vietnam’s International Financial Center into the framework, and gives clearer rules for capital transfers, exits and reinvestment. In practical terms, the investment procedure changed first. the banking and foreign-exchange system had to be adjusted so that the money could follow the new legal sequence.

The Circular is a foreign-exchange instrument. It governs the payment and account side of an investment transaction.

For a foreign investor, the opening of Foreign Investment Capital Accounts under Circular 38/2026/TT-NHNN is within the wider Vietnam market entry strategy. The investment structure, market access, company formation, registered capital and banking route should be planned together. Where an existing project is changing capital, investors or ownership, management should also consider when to review the IRC and ERC position.

Companies Covered by the Capital Account Rules

The rule does not mean that every company with a foreign shareholder must open a foreign investment capital account. The Circular identifies the account holders. They include economic organizations established by foreign investors, specified companies where foreign investors or qualifying International Financial Center member enterprises hold more than 50% after a capital acquisition, foreign-invested PPP project companies, specified BCC investors, direct PPP investors without a project company and foreign investors in petroleum activities.

This classification should be made before applying the payment rules. A company outside the Circular may instead fall under the foreign indirect-investment account regime.

8 Key Points Under Circular 38/2026/TT-NHNN

Companies Covered by the Foreign Investment Capital Account Regime

Companies would need to start with the legal structure. The foreign ownership and market access in Vietnam review should identify the investment form and ownership position. Then review how the company was established, whether it has an investment project, its current foreign ownership and whether an acquisition has moved it above the relevant 50% threshold. A small foreign shareholding does not automatically place every Vietnamese company in the same account regime.

The Account Can Be Opened Before the IRC Is Issued

Where a foreign investor establishes the company before completing the Investment Registration Certificate procedure, the company may open the capital account before the IRC is issued or adjusted. At that stage, it may receive charter capital and account interest, pay lawful investment-preparation costs, and return the funds if the IRC is not granted or adjusted. After the IRC is issued or adjusted, wider permitted transactions become available.

Preparation Costs Need a Clear Funding Record

Lawful preparation costs may be funded before the main investment papers are issued. After approval, properly documented amounts may be treated as investment capital or returned after lawful costs are deducted. If the parties intend to treat an amount as a foreign loan, that treatment must independently satisfy Vietnam’s foreign-loan rules. Circular 38 does not convert preparation funding into a foreign loan by itself. Keep contracts, invoices and bank records so the money has a traceable history.

Capital Can Arrive Before the Registration Is Completed

A qualifying investor may transfer money into the capital account for a contribution, capital increase or ownership change before the company completes the corresponding registration. The bank file can also use the Enterprise Registration Certificate as a basis document for capital contribution in the cases recognized by the Circular. An IRC is therefore not the only possible investment document. This flexibility should be coordinated with the investor’s capital strategy for entering Vietnam. The investment and enterprise procedures that follow still have to be completed.

Account Currency and Bank Arrangements Need Early Planning

A qualifying account holder may open a foreign investment capital account in foreign currency and/or Vietnamese dong at the same authorized bank. Under Circular No. 06/2019/TT-NHNN, the foreign-currency direct investment capital account was generally required and a VND account could also be opened at the same bank. Circular 38 no longer makes the foreign-currency account compulsory. A company that only needs a VND capital account can therefore use VND alone where the Circular permits it.

Where capital is contributed in several foreign currencies, the account holder selects one conversion currency for checking the total contribution. The bank applies its exchange rate when the money is credited, and the converted total must not exceed the registered contribution amount. If the company changes banks, the full balance must be transferred before the old account is closed and normal use of the new account begins.

Ownership Changes Can Change the Required Account

For a company brought into the regime because qualifying foreign ownership exceeds 50%, a later reduction to 50% or below can require closure of the capital account and a move to the indirect-investment account rules. Closure can also arise when no foreign investor remains, when the expected IRC is not obtained and the relevant funds are returned, on dissolution or bankruptcy, and in specified project or securities-listing events.

M&A Payments Depend on the Buyer, Seller and Currency

Not every share, capital or project transfer payment must pass through the capital account. The correct payment procedure depends on the company, buyer, seller, residence status and transaction type. Currency rules also differ. This should be settled before buying a Vietnamese company or before the SPA or capital-transfer agreement fixes the payment terms.

Exit Proceeds, Profit and Reinvestment Follow Their Own Payment Rules

Capital returned after a reduction, transfer or project closing, and profit or other lawful income remitted abroad, generally moves through the capital account where the Circular applies. The Circular also deals with refund of transfer consideration where a capital, share or project transfer is cancelled or otherwise requires repayment under the permitted transaction structure. When funds are remitted, the transfer purpose should be identified correctly on the remittance order so the bank can match the payment with the supporting transaction. Lawful funds kept in Vietnam may be moved for another lawful investment, but the new investment still needs its own legal basis and procedures.

Management Review Before Funds Move

• Classify the company first. Determine whether Circular 38 or the indirect-investment account regime applies.
• For an ERC-first company, separate the limited pre-IRC stage from normal post-IRC account use.
• Before an M&A payment, confirm buyer, seller, residence status, account and currency.
• Review existing accounts after ownership changes, listings, exits or project changes.
• Confirm the authorized bank’s current document requirements before material funds move. Bank review is part of Vietnam’s beneficial ownership standards for AML compliance, so ownership and transaction information should be consistent across the investment and bank files.
• For a new investment, connect the funding plan with the wider market entry risk assessment before capital, ownership and transaction timing are fixed.

Frequently Asked Questions About Foreign Investment Capital Accounts Under Circular 38/2026/TT-NHNN

Q1: Does every foreign-invested company need this account?

No. The answer depends on formation, ownership and investment structure. The Circular identifies the account holders. other foreign investments may use the indirect-investment account regime.

Q2: Why can a company now open the account before receiving an IRC?

Because the Investment Law 2025 allows a foreign investor in specified cases to establish the economic organization before completing the IRC procedure. Circular No. 38 provides the foreign-exchange mechanism for that new sequence.

Q3: Can capital arrive before a capital increase or ownership change is registered?

Yes, in a covered case. The underlying corporate and investment procedure must still be completed.

Q4: Does every M&A payment go through the capital account?

No. The payment route depends on the company and the buyer and seller, including residence status and the applicable currency rule.

Q5: Can profit remain in Vietnam for another investment?

Yes, where the new investment is lawful. The account movement does not replace the legal requirements for that new investment.

Conclusion

Circular No. 38 is best understood as part of Vietnam’s newer investment sequence. The Investment Law changed how some foreign-invested companies can be established, and the State Bank then updated the account and payment rules so investment money can follow that sequence. For management, the company should first identify its legal investment category, then match the account, currency and payment path to the transaction. This is especially important for ERC-first formations, capital increases, M&A payments, ownership changes, exits and reinvestment.

About the Author

About ANT Lawyers, a Law Firm in Vietnam

Founded in 2012, ANT Lawyers is a Vietnam law firm with offices in Hanoi, Ho Chi Minh City and Da Nang. Our corporate lawyers advise on company formation, investment licensing, M&A and corporate governance in Vietnam. We combine legal analysis with practical understanding of Vietnam’s regulatory environment and local administrative practice.

General Disclaimer

This article is for general informational purposes only, does not constitute legal advice, and does not create a lawyer-client relationship. Vietnamese laws, regulations and administrative practice change over time, and the correct position for any matter depends on its specific facts and the rules in force when action is taken. Verify the current position before relying on anything stated here, and consult qualified counsel on your specific situation.