Regulations on contribution of investment capital according to Circular 38/2026/TT-NHNN

The cash flow process of foreign investors in Vietnam is strictly regulated by law at each stage - from preparation and operation through to capital withdrawal or profit repatriation. Properly understanding this legal flow helps businesses ensure compliance and avoid foreign exchange and tax risks.

Stage 1: Investment Preparation

Under Article 5 of Circular 38/2026/TT-NHNN, before obtaining an Investment Registration Certificate, a PPP contract, or an Enterprise Registration Certificate,...Foreign investors are permitted to remit funds from abroad or from a payment account opened at an authorized bank in Vietnam to pay for legitimate expenses incurred in preparing for investment (market surveys, legal consulting, office leasing,...).

Stage 2: Project Registration and Escrow Deposit

Foreign Investors submit an application for an Investment Registration Certificate (IRC) either directly or through the National Investment Information System. For projects for which the State allocates or leases land, investors must make an escrow deposit or obtain a credit institution's guarantee to secure project implementation (Decree 96/2026/ND-CP).

Stage 3: Opening an Investment Capital Account

Enterprises must clearly determine the form of investment in order to open the appropriate account at an authorized bank:

• For Direct Investment: Enterprises with foreign investment capital (or Foreign Investors participating in a BCC contract/PPP project), as stipulated in Article 6 of Circular 38/2026/TT-NHNN, must open a Foreign Investment Capital Account (DICA) in Vietnam. This is an account opened in foreign currency and/or Vietnamese Dong (VND) at an authorized bank, used to carry out transactions such as receiving contributed capital, foreign borrowing/debt repayment, and profit remittance...
• For Indirect Investment: Foreign investors (non-residents) must open an Indirect Investment Capital Account (IICA) in Vietnamese Dong (VND) at an authorized bank to carry out investment transactions not subject to the DICA requirement (under Circular 03/2025/TT-NHNN).

Stage 4: Contributing Charter Capital and Handling Pre-Investment Funds

For direct investment (FDI) projects, all cash transactions for charter capital contribution must go through the investment capital account that has been opened; capital may not be contributed in cash outside the banking system. Funds transferred in Stage 1 must be handled under one of the legally prescribed options (Article 5 of Circular 38/2026/TT-NHNN):

• Converting part or all of the funds into contributed capital;
• Converting the funds into foreign loan capital of the foreign-invested economic organization (subject to compliance with foreign borrowing and debt repayment regulations);
• Refunding the investor/member enterprise after deducting legitimate expenses.

Stage 5: Remitting Profits and Repatriating Capital Abroad

According to Article 4 of Circular No. 186/2010/TT-BTC, foreign investors are only permitted to remit profits, investment capital, and other lawful income abroad after fully discharging their financial obligations (paying taxes and other budget contributions).

Stage 6: Changing and Closing the Capital Account

Article 7 of Circular 38/2026/TT-NHNN sets out two groups of cases for closing an investment capital account:

• Termination of the original direct investment activity (Point a, Clause 5): Applies when the enterprise dissolves or goes bankrupt; no foreign investor/member enterprise still holds capital; the project is rejected or terminated; or the project is transferred in a manner that changes the original legal entity. Any remaining capital refund or lawful income will be remitted abroad or transferred into the investor's payment account/capital account.
• Conversion of the capital management form (Point b, Clause 5): Applies when the enterprise continues to operate but the ownership ratio of the foreign investor /member enterprise falls to 50% or below, or the enterprise becomes a public company listed/registered for trading on a Stock Exchange. In that case, the management mechanism shifts from direct investment to indirect investment, and the foreign investor's remaining receipts/payments are carried out through the Indirect Investment Capital Account.