CIRCULAR 38/2026/TT-NHNN: NEW REGULATIONS ON FOREIGN EXCHANGE MANAGEMENT FOR FOREIGN INVESTMENT ACTIVITIES IN VIETNAM

Circular 38/2026/TT-NHNN regulating foreign exchange management for foreign investment activities in Vietnam was issued on July 31, 2026 and officially takes effect from August 18, 2026, completely replacing Circular 06/2019/TT-NHNN. ^[1]The Circular not only updates the terminology but also adds many completely new points, especially the contents related to the management and use of investment capital accounts - issues that FDI enterprises and foreign investors need to know.

1. New points in Circular 38/2026/TT-NHNN

1.1. The term "investment capital account" is revised

Circular 38/2026/TT-NHNN replaces the phrase "Direct investment capital account"^[2] with "Investment capital account"^[3] (foreign investment capital account in Vietnam, in practice it is still known as DICA account). The phrase "direct investment capital account" in other circulars of the Governor of the State Bank is also replaced with "foreign investment capital account in Vietnam".^[4]

Previously, foreign investors when transferring money into Vietnam to prepare for project implementation faced many difficulties because they did not have an Investment Registration Certificate (IRC), so they could not open a DICA account^[5]; the money for investment preparation can only be converted into contributed capital, foreign loans or refunded to investors after being granted IRC^[6]. It is difficult for money transferred to ordinary current accounts to fulfill the obligation to prove capital flows when converted into official contributed capital. Therefore, according to the new Circular, foreign-invested economic organizations established before carrying out procedures for granting/adjusting IRCs are allowed to immediately open 01 investment capital account in foreign currency and/or 01 investment capital account in Vietnam dong at the same licensed bank^[7].

During this period, the account is only used to receive charter capital and interest arising on the balance, pay legal expenses related to investment preparation activities in Vietnam and return capital to investors. If the IRC is granted/adjusted, the economic organization continues to use this account to perform revenue and expenditure transactions as prescribed^[8]; if the IRC is not granted/adjusted, the economic organization shall return the capital contribution to the investor and must close the account^[9].

1.2. Expanding the scope of application and groups of entities that must open investment capital accounts

One of the notable points is the revision of the term and the expansion of the scope of application. Accordingly, the term "foreign direct investment enterprises" was previously^[10] replaced with "foreign-invested economic organizations".^[11] At the same time, the term "Vietnamese investors"^[12] was unified into "domestic investors".^[13] In addition, the ownership threshold for economic organizations (not established by foreign investors) to be required to open an investment capital account is adjusted from "51% or more of charter capital"^[14] to "over 50% of charter capital", and at the same time includes the ownership of member enterprises^[15].

On that basis, Circular 38/2026/TT-NHNN supplements and clarifies the following subjects of application^[16]:

1.2.1. Member enterprises in the International Financial Center in Vietnam ("member enterprises") are a new group of subjects defined under Clause 6, Article 3 of Decree 329/2025/ND-CP;

1.2.2. Foreign investors in petroleum activities: Additional subjects who are operators and contractors who are foreign investors performing petroleum contracts and petroleum agreements signed with foreign parties in the name of the State or the Government of Vietnam.

1.2.3. Investors from International Financial Centers: Adding capital flows and investment activities from international financial centers in Vietnam to the rest of Vietnam. 

Compared to the previous Circular 06/2019/TT-NHNN, Circular 38/2026/TT-NHNN not only regulates traditional FDI economic organizations but also expands and covers new investment models arising in practice. Accordingly, foreign-invested economic organizations,  foreign investors and member enterprises participating in BCC contracts, foreign investors directly implementing PPP projects in case of not establishing PPP project enterprises, contractors being foreign investors in oil and gas activities are subject to opening investment capital accounts^[17]. Thereby ensuring synchronization and consistency with the current legal system on investment.

1.3. Flexibility in the mechanism of reinvestment, profit transfer, capital transfer

In case of not transferring lawful profits and revenues abroad, foreign investors may transfer this amount from their investment capital account to their current account at a licensed bank to implement other investment projects or activities in Vietnam^[18]; The same mechanism also applies to investment capital transferred upon capital reduction, transfer, termination or termination of a project. ^[19]Profits divided in Vietnamese dong are also collected into the investment capital account to increase capital and expand investment in Vietnam^[20]. As a result, investors do not have to carry out complicated processes such as repatriating profits and then transferring them back to Vietnam, helping to save international remittance fees and minimize the risk of exchange rate differences.

In addition, transactions of payment of the transfer value of contributed capital or shares between non-resident investors and resident investors, between member enterprises and resident investors, must be made through the investment capital account^[21] and must be valued and paid in Vietnam dong^[22]; particularly, transactions between non-resident investors or between resident investors do not have to be made through the investment capital account^[23]. This helps FDI enterprises prove that cash flows are completely legal, as a basis for divestment or transfer of profits later.

2. What should businesses do?

In order to promptly update and comply with the new regulations in Circular 38/2026/TT-NHNN, enterprises should take the initiative:

2.1. Review and update the status of existing capital accounts

2.1.1. Compare current current or capital accounts at licensed banks to ensure that the name, purpose and structure of the account comply with the new regulations. Economic organizations that have opened current accounts to receive charter capital before August 18, 2026 may transfer this amount to investment capital accounts opened under the new Circular^[24]. Note, economic organizations must close investment capital accounts when the ownership ratio of foreign investors and member enterprises decreases to equal to or below 50% of charter capital or when they become public companies listed/registered for trading^[25], and must open investment capital accounts when this ratio increases to more than 50% of charter capital.^[26] Economic organizations established by foreign investors and member enterprises that must close their accounts but have not yet closed their accounts must complete the account closure within 12 months from August 18, 2026, including^[27]:

a. There are no more foreign investors and member enterprises owning shares or contributed capital in that economic organization.

b. Not being granted or adjusting the Investment Registration Certificate in accordance with the law on investment and having refunded the amount of capital contribution to foreign investors and member enterprises.

2.1.2. For specific models (oil and gas, BCC contracts, PPP projects without establishing enterprises): Proactively contact banks to carry out procedures for updating account information or open separate investment capital accounts for each contract or project^[28]. Particularly, foreign investors in oil and gas activities may continue to use the opened current accounts until the opening of investment capital accounts is completed, within 12 months from the effective date of this Circular^[29].

2.2.Take advantage of the mechanism of opening an investment capital account before being granted/adjusted IRC for new projects

As soon as there is a plan to establish a business or prepare an investment project in Vietnam, foreign investors can establish an economic organization in advance and let this economic organization open an investment capital account right from the investment preparation stage to receive the initial capital contribution^[30]; at that time, the transfer of money for investment preparation activities must be carried out through this account^[31]. In addition, it is recommended to fully store all valid invoices and documents related to the cost of survey, consultancy, office rental, etc. so that the bank accurately records the legal capital contribution flow when the project is officially granted an Investment Registration Certificate (IRC) ^[32].

2.3. Strictly control the process of transferring contributed capital

All transactions of money transfer for the purchase and sale of shares and contributed capital between non-resident investors (or member enterprises) and resident investors must be made through investment capital accounts. ^[33]Do not transfer money directly between personal accounts or ordinary payment accounts to avoid the risk of being sanctioned for administrative violations on opening, closing and using accounts (a fine of 30-50 million VND for individuals, 02 times higher for organizations)^[34] and encountering problems when proving contributed capital, capital transfer and profits abroad later.

2.4. Legal consultation

Consult the Foreign Exchange Management or International Payment Department of the bank opening the account: It is necessary to update the latest forms and lists of receipts and expenditures according to Circular 38/2026/TT-NHNN in order to prevent sanctions and ensure that all money flows in and out are for the right purpose to avoid penalties for administrative violations. 

Above is an overview of notable new points on foreign exchange management for foreign investment activities in Vietnam. This is a group of compliance obligations that all types of businesses need to understand, not only to avoid significant administrative penalties but also to ensure transparent legal records in important transactions in the future. In case of needing advice on business registration, investment registration, and foreign exchange management for investment activities in Vietnam, Lexsol is always ready to accompany and provide appropriate legal solutions. 

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