Profit remittance and repatriation of capital: the Article 11 guarantee, the annual remittance after audit and tax finalisation, the seven-working-day notice, and bringing capital home on a sale, a capital reduction or a liquidation

The guarantee, and what it depends on

Article 11 of Law No. 143/2025/QH15 on Investment guarantees that, after fully meeting its financial obligations to the Vietnamese State, a foreign investor may transfer abroad its invested capital and liquidation proceeds, its income from business investment, and other money and assets it lawfully owns. The same guarantee appears in Vietnam's investment treaties (Investment guarantees and treaties). In practice the guarantee is honoured: profits and capital do leave Vietnam every day. What determines how smoothly they leave is whether three sets of conditions are met at the moment of transfer.

The first set is corporate: the company must have distributable profits under the Law on Enterprises, which allows profits to be distributed only after tax and other financial obligations have been met and only if the company can still pay its debts as they fall due after the distribution, under the rules for each company type (for example Article 69 for a multi-member limited liability company, as amended by Law No. 76/2025/QH15). The second is tax: the conditions in the tax administration rules, now in Decree No. 252/2026/ND-CP. The third is foreign exchange: the money must leave through the investment capital account, supported by the documents the bank requires (The investment capital account).

The tax conditions in Decree No. 252/2026/ND-CP

Decree No. 252/2026/ND-CP, implementing Law No. 108/2025/QH15 on Tax Administration and in force from 1 July 2026, brought the tax conditions for profit remittance into the tax administration framework. For an annual remittance, the company must have paid all taxes, other State charges, late-payment interest and penalties that have fallen due, and must have no outstanding tax debt at the time of the remittance. On termination of the investment, every obligation under the tax administration law must be settled, including amounts not yet due. Secondary sources report that liabilities under the global minimum tax rules are not a precondition for remitting profits. The tax on dividends themselves is covered in Tax on share transfers and dividends.

Annual remittance after the year end

Profits are normally remitted once a year, after the end of the financial year. Before remitting, the company must have filed its audited financial statements and its corporate income tax finalisation for the year, both of which are due by the end of the third month after the year end for a company with a calendar financial year (Compliance calendar after licensing). A company that completes its audit and finalisation early may remit earlier; most calendar-year companies remit in April or May.

The company must have no accumulated losses. A company that made a profit this year but still shows accumulated losses on its balance sheet after applying the loss carry-forward rules cannot remit until the losses have been absorbed. This catches many young companies whose early years were loss-making: the first profitable year may produce a dividend on paper but not a remittance.

The amount that may be remitted is the profit after corporate income tax attributable to the foreign investor under the members' or shareholders' distribution decision, less any amount reinvested or retained for funds under the charter, plus profits from earlier years that were retained and not previously remitted. Profits that the investor decides to reinvest in another project in Vietnam are moved from the investment capital account to a payment account rather than abroad, under Circular No. 38/2026/TT-NHNN.

Is interim remittance possible?

The rules provide for remittance at the end of the financial year and on termination of the investment. They do not provide for remitting the current year's profits during the year on the basis of interim accounts, and banks do not ordinarily process such remittances. A foreign investor that needs cash flow from Vietnam during the year must use other lawful channels: interest on a registered shareholder loan, scheduled repayment of loan principal, or arm's-length fees for services, technology or brand actually supplied to the company. Each of those channels has its own tax cost and documentation (Paying foreign suppliers and group companies; Offshore loans and State Bank registration), so the mix should be planned when the investment is structured, not when the parent needs cash.

The notice to the tax office

The foreign investor, or the company on its behalf under an authorisation, must notify the tax office that manages the company at least seven working days before the planned remittance. Secondary sources continue to apply the notification form and procedure that have been used since Circular No. 186/2010/TT-BTC. The notice states the investor, the amount, the source year of the profits and the planned date and bank. It is a notification, not an application for approval: the tax office does not issue a permit, but it may use the notice to check the company's position, and a remittance made without notice is a breach. Keep the filing acknowledgement, because the bank will usually ask for it.

Remitting annual profits, step by step

1. Close the year and complete the auditAn independent audit of the financial statements; deal promptly with audit adjustments that affect distributable profit.
2. File the CIT finalisation and pay the taxFile the annual return and pay any balance, late-payment interest and penalties; confirm on the e-tax portal that no tax debt remains.
3. Confirm distributable profit and accumulated lossesCheck that retained earnings are positive after loss carry-forward and that the company will remain able to pay its debts after the distribution.
4. Adopt the distribution decisionResolution of the members' council, owner or general meeting fixing the amount, the recipients and the payment date, in line with the charter.
5. Withhold tax for individual shareholdersCorporate foreign shareholders receive dividends without further withholding; individuals' personal income tax is withheld and declared by the company.
6. Notify the tax officeFile the profit remittance notice at least seven working days before the remittance date and keep the acknowledgement.
7. Move the funds and instruct the bankTransfer the dong amount from the payment account to the investment capital account, buy foreign currency from the bank if needed, and instruct the transfer abroad with the supporting documents.
8. Record and archiveKeep the bank advice, the notice and the resolution with the capital contribution records for the life of the investment.

Repatriating capital

Capital comes home by three main routes. On a sale of the stake, a non-resident buyer usually pays the foreign seller offshore in foreign currency; a Vietnamese buyer pays in dong through the company's investment capital account, and the seller then buys foreign currency and remits it. Before the transfer is recorded the Article 21 registration may be needed where foreign ownership changes across a threshold, and the 2% tax on a foreign corporate seller's gross proceeds must be dealt with (Tax on share transfers and dividends; Chapter 8).

On a reduction of charter capital, the company returns part of the contributed capital to its members. Under the Law on Enterprises that is possible only after at least two years of continuous operation and only if the company can still pay its debts and other liabilities in full after the return. The reduction is registered with the business registration office, the IRC is adjusted if the project's capital changes, and the money is remitted through the investment capital account with the registration documents as support (Charter capital and capital contribution).

On liquidation or dissolution, the company or project is wound up, debts are paid, all tax obligations are settled including those not yet due, the tax code is closed and the project is terminated with the registration authority. The remaining proceeds are then remitted through the investment capital account. In practice the tax closure is the longest step: a tax audit of the open years commonly precedes closure of the tax code, and the remittance waits for it.

Branch profits

A branch of a foreign company, where Vietnam's market-access commitments permit one, pays corporate income tax on its Vietnamese profits. Vietnam imposes no separate branch profits remittance tax, but the branch must complete its annual tax finalisation, file audited financial statements and settle all tax before the bank will transfer profits to head office. Branches are used mainly in regulated sectors such as banking and insurance, and are compared with subsidiaries in Branches and representative offices. A representative office earns no profit and has nothing to remit.