The foreign exchange control framework: the Ordinance, the State Bank, residents and non-residents, current and capital transactions, outward investment and the anti-money-laundering overlay

Why Vietnam still controls foreign exchange

The dong is not freely convertible in the way the major currencies are. The State Bank of Vietnam (SBV) sets a daily central rate for the US dollar, lets banks trade within plus or minus 5% of it, and uses the foreign exchange rules to limit dollarisation and keep capital flows visible. For a foreign investor the practical consequence is that money does not move simply because the parties agree that it should. It moves because a licensed bank has seen the documents the rules require, through the prescribed account, and is satisfied the payment is what it claims to be.

The regime is not hostile to foreign capital: Article 11 of Law No. 143/2025/QH15 on Investment guarantees the transfer abroad of capital and income once the investor has met its financial obligations to the State, and the investment treaties repeat the guarantee (Investment guarantees and treaties). What it demands is discipline: the right account from the first contribution, loans registered before drawdown, and a documentary trail a bank can follow years later.

Where the rules come from

The foundation is Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, adopted by the Standing Committee of the National Assembly, as amended by Ordinance No. 06/2013/PL-UBTVQH13. The Ordinance states the principles: residents and non-residents may carry out current transactions freely through authorised banks; capital transactions follow specific rules for direct investment, indirect investment, foreign loans and outward investment; and within Vietnam the use of foreign currency is restricted. Decree No. 70/2014/ND-CP gives the Ordinance its detailed implementing rules.

The working law is in State Bank circulars, each dealing with one corner of the regime. Circular No. 38/2026/TT-NHNN, in force from 18 August 2026, governs foreign direct investment flows and the investment capital account (The investment capital account). Circular No. 03/2025/TT-NHNN, in force from 16 June 2025, governs the dong accounts that non-resident portfolio investors use. Circular No. 08/2023/TT-NHNN, as amended by Circular No. 19/2024/TT-NHNN, sets the conditions for borrowing abroad, and Circular No. 12/2022/TT-NHNN, as amended by Circular No. 80/2025/TT-NHNN, the registration of foreign loans (Offshore loans and State Bank registration). Circular No. 32/2013/TT-NHNN, as amended most recently by Circular No. 75/2025/TT-NHNN, restricts the use of foreign currency inside Vietnam. Circular No. 17/2024/TT-NHNN, as amended by Circular No. 25/2025/TT-NHNN, governs payment accounts. Decree No. 219/2013/ND-CP, as amended by Decree No. 366/2025/ND-CP from 1 January 2026, sets the macro-level framework for enterprises' foreign borrowing without a Government guarantee.

Around that core sit the Law on Enterprises (whose dividend and capital-reduction rules decide when money may leave), the tax administration rules, Law No. 32/2024/QH15 on Credit Institutions and Law No. 14/2022/QH15 on Anti-Money Laundering. Penalties for breaches are now in Decree No. 340/2025/ND-CP, which replaced Decree No. 88/2019/ND-CP from 9 February 2026; an organisation pays twice the fine prescribed for an individual.

Residents and non-residents

The Ordinance classifies every party as a resident or a non-resident, and the classification decides which rules apply. Residents include credit institutions, Vietnamese companies and other economic organisations established in Vietnam, State agencies and Vietnamese citizens. The point that surprises many investors is that a company incorporated in Vietnam is a resident however much of it is foreign-owned: a wholly foreign-owned limited liability company in Binh Duong is as much a resident as a State-owned enterprise in Hanoi, and is subject to the same dong-only rule in its dealings with Vietnamese customers. Its foreign parent, by contrast, is a non-resident. Foreign individuals are classified by the length and basis of their permitted stay in Vietnam under the Ordinance's definitions, which matters mainly for their personal accounts and for the exception allowing foreign-currency salaries.

So a Vietnamese subsidiary may pay its foreign parent for services in foreign currency, but two residents generally may not deal in foreign currency, even if owned by the same group. A share transfer between a non-resident seller and a resident buyer must, under Circular No. 38/2026/TT-NHNN, be settled in dong through the investment capital account, while a sale between two non-residents may be settled offshore in foreign currency.

Current transactions and capital transactions

The second distinction is between current transactions and capital transactions. Current transactions are, broadly, payments for imports and exports of goods and services, interest on foreign loans, the transfer of investment income such as profits and dividends, and one-way transfers such as gifts and remittances. The Ordinance commits Vietnam to freedom of current transactions: a resident may buy foreign currency from an authorised bank and pay abroad, provided it presents documents showing the underlying transaction. In practice that means a contract, an invoice or debit note, a customs declaration for goods, and evidence that any tax due on the payment has been dealt with (Paying foreign suppliers and group companies).

Capital transactions are the movements of principal: the foreign investor's contribution of equity, the purchase and sale of shares and capital contributions, the drawdown and repayment of loan principal, the return of capital on a reduction or liquidation, and investment abroad by Vietnamese residents. These are not free. Each type must pass through a specified account and, for foreign loans of more than a year, must be registered with the State Bank before money moves. Profit remittance sits on the boundary: profits are investment income, but because they leave through the investment capital account and only after specific tax and corporate conditions are met, investors should treat a remittance as a regulated event rather than a routine payment (Profit remittance and repatriation of capital).

The State Bank and the banks

The State Bank is the regulator. Its Foreign Exchange Management Department makes policy, registers the larger foreign loans and supervises banks' compliance; since 25 July 2026 the SBV regional branches register foreign loans of USD 20 million or less under Circular No. 80/2025/TT-NHNN. The State Bank also licenses banks under Law No. 32/2024/QH15 and supervises the anti-money-laundering regime through its anti-money-laundering department.

Day to day, however, the investor deals with its authorised bank: a commercial bank or foreign bank branch licensed to provide foreign exchange services. The circulars make the bank responsible for checking that each transaction is lawful and documented before executing it. Circular No. 38/2026/TT-NHNN, for example, requires banks to adopt internal rules under which every payment order states its amount and purpose, to check the supporting records and to apply the anti-money-laundering rules. A bank that executes an unlawful transaction is itself exposed to penalties, so banks tend to ask for more documents than the circulars list, and different banks sometimes take different positions on the same transaction. Asking the chosen bank for its checklist before signing a contract or loan agreement is the most useful single precaution.

Dong inside Vietnam

The Ordinance prohibits the use of foreign currency within Vietnam except where the State Bank permits it, and Circular No. 32/2013/TT-NHNN, as amended, lists the permitted cases, among them contracts with non-residents, export processing enterprises and foreign-currency salaries for foreign employees. Breaches attract fines under Decree No. 340/2025/ND-CP and put the contract price clause at risk. The rule and its exceptions are explained in Currency and payments inside Vietnam; the contractual drafting points are in Commercial contracts in Vietnam.

Outward investment by Vietnamese investors

Vietnamese investors investing abroad face mirror-image rules. Outward investment is a capital transaction: the investor must obtain the outward investment registration required by the Law on Investment and follow the State Bank's foreign exchange procedures before transferring capital out of Vietnam. Decree No. 103/2026/ND-CP adds a repatriation duty that foreign groups with Vietnamese shareholders should understand: a Vietnamese investor must bring the profits of its foreign investment home within 12 months of their distribution, unless it reinvests them in accordance with the rules or obtains an extension. Foreign groups with Vietnamese co-investors in offshore structures should map those obligations in advance. Members of the international financial centre that are wholly foreign-owned benefit from a lighter regime for outward investment from the centre (Project finance, security and the financial centre).

The anti-money-laundering overlay

Law No. 14/2022/QH15 on Anti-Money Laundering, in force since 1 March 2023 and implemented by Decree No. 19/2023/ND-CP, applies to banks and to other reporting entities including real estate businesses, accountants, lawyers and notaries. Banks must identify their customers and the customers' beneficial owners, apply enhanced due diligence to higher-risk relationships, monitor transactions and report suspicious ones. Under Decision No. 11/2023/QD-TTg, cash transactions of VND 400 million or more in a day have been reportable to the State Bank since 1 December 2023. The beneficial ownership information the company files on registration (Beneficial ownership and transparency) is what the bank will compare with its own enquiries.

Vietnam was placed on the Financial Action Task Force's list of jurisdictions under increased monitoring in June 2023 and remains on it. The listing does not change the foreign exchange rules, but it has made banks more cautious: expect source-of-funds questions on capital contributions, requests for the group chart up to the ultimate individual owners and enquiries about unusual payments. An investor with a clear ownership chart, evidence of where the capital came from and a description of the expected payment flows moves through these checks far faster.