The investment capital account under Circular No. 38/2026/TT-NHNN: who must open it, where, in which currencies, what may pass through it, and the separate account for portfolio investors

What the account is for

The investment capital account is the channel the State Bank uses to see foreign direct investment entering and leaving Vietnam. Every dollar, euro or yen of equity a foreign investor contributes to its Vietnamese company is credited to it; every payment between a foreign and a Vietnamese party for shares or capital in the company passes through it; and when the investor takes its profits or its capital home, the money leaves through it. The account's statements are the evidence, years later, that the capital was lawfully brought in and that what is now leaving is the return of that capital or the income from it.

Circular No. 38/2026/TT-NHNN, issued on 31 July 2026 and in force from 18 August 2026, replaced Circular No. 06/2019/TT-NHNN in full. It renamed the direct investment capital account the foreign investment capital account in Vietnam, replaced the expression FDI enterprise with economic organisation with foreign investment capital, and applied the new terms to earlier State Bank circulars that use the old ones. It also extended the regime to the Vietnam International Financial Centre, so that investment by a member of the centre into the rest of Vietnam follows similar rules, and to foreign petroleum contractors, which previously used ordinary payment accounts. The charter capital rules that the account serves, including the 90-day contribution deadline, are explained in Charter capital and capital contribution and are not repeated here.

Who must open one

Professional summaries of the circular identify the following categories as required to open an investment capital account: an economic organisation established by foreign investors or by members of the international financial centre; an economic organisation in which foreign investors or members of the centre hold more than 50% of the charter capital as a result of a capital contribution or a purchase of shares or capital; a PPP project enterprise established by foreign investors; a foreign investor or member of the centre that is a party to a business cooperation contract; a foreign investor implementing a PPP project without a project enterprise; and foreign investors in petroleum activities. The account is opened in the name of the Vietnamese company, or, for a business cooperation contract or a PPP project without a project company, in the name of the foreign investor, with a separate account for each contract or project.

The 50% line follows the Law on Investment: a company more than 50% foreign-owned is treated as a foreign investor (The Law on Investment 2025). A company in which foreign investors acquire 50% or less is not required to open an investment capital account; the foreign buyer instead pays through its own indirect investment account, described below. An account opened because foreign ownership crossed 50% must generally be closed if foreign ownership falls back to 50% or less, or if the company becomes a public company with listed or registered shares, unless the account is still needed for a registered foreign loan or another lawful payment obligation.

One bank, one account per currency

Each company may open its investment capital account at one authorised bank. At that bank it may open a foreign-currency account, a dong account, or both; the old requirement to open the foreign-currency account first has gone. If capital is contributed in more than one foreign currency, one account is opened for each currency at the same bank. Where several currencies are contributed, the contributor chooses one documented currency as the basis for the total, the bank converts the others at its rate at the time of crediting, and the converted total may not exceed the documented amount.

Banks must publish their documentation and procedures for the account, review the supporting records for each transfer, require every payment order to state its amount and purpose, and provide authenticated electronic confirmations of balances and transaction history on request. The last point is useful in practice: an electronic confirmation of all contributions is the most efficient evidence for an auditor, a buyer's due diligence or a later remittance.

Opening the account before the IRC

Under the old circular the account could be opened only once the company held its Investment Registration Certificate, which created a trap on the company-first route introduced by Article 19 of Law No. 143/2025/QH15: the company existed, the 90-day charter capital clock was running, but the capital account could not be opened. Circular No. 38/2026/TT-NHNN removes the trap. A company established by a foreign investor may open a foreign-currency or dong investment capital account before its IRC is issued or adjusted. Until the IRC step is complete the account may only receive charter capital and interest, pay lawful investment preparation costs and refund capital to the investor if the IRC is not issued or adjusted. Once the IRC issues, the same account continues and the full range of permitted transactions becomes available. A company that received charter capital into a payment account before 18 August 2026 may transfer that balance into its new investment capital account. The company-first route itself is explained in The Investment Registration Certificate.

What may pass through the account

The circular lists the permitted receipts and payments separately for foreign-currency and dong accounts. In summary, the account may receive capital contributions from the foreign investors, payments for the transfer of shares or capital where the circular routes them through the account, interest on the balance, refunds of capital contributed early, and amounts connected with permitted foreign loans; and it may pay the return of capital on a reduction, transfer, completion, liquidation or termination of the contract or project, the remittance of profits and other lawful income abroad or into the international financial centre, transfers to the company's payment account for use in Vietnam, and amounts connected with permitted foreign loans. Funds may be remitted to increase capital or change the contribution ratio before the increase is registered, although the registration obligations still apply.

Ordinary trading does not belong in the account. Sales receipts, supplier payments, payroll and tax are handled through the company's payment accounts. The usual pattern is that capital arrives in the investment capital account and is then transferred, in tranches, to the payment account as the business needs it; profits are later moved back into the investment capital account to be remitted. Foreign loans may be drawn and repaid through the investment capital account or through a dedicated foreign loan account under the borrowing rules (Offshore loans and State Bank registration).

Share transfers and the currency of payment

When a foreign investor buys shares or capital in a Vietnamese company from a Vietnamese seller, or sells to a Vietnamese buyer, the payment passes through the investment capital account. A transfer between a resident investor and a non-resident investor, or a member of the international financial centre, must be valued and settled in dong, except for specified transfers of petroleum interests. A transfer between two non-residents does not pass through the account and may be settled in foreign currency, typically offshore; a transfer between two residents is settled in dong. These rules interact with the tax on the seller's gain and with the Article 21 registration of foreign acquisitions (Forms of investment; Tax on share transfers and dividends; Chapter 8).

Investment preparation costs

Before the IRC and the company exist, a foreign investor often incurs costs in Vietnam: feasibility studies, legal and survey fees, staff and office rent. Circular No. 38/2026/TT-NHNN allows these lawful preparation costs to be paid from abroad or from a payment account at an authorised bank in Vietnam; once the company has an investment capital account, the transfers must go through it. After the project is approved, the amounts may be converted into capital contributions or into a foreign loan, the latter subject to the foreign borrowing rules, or returned to the investor after deducting the lawful costs. Keep the invoices: an amount claimed as capital must be supported.

Changing banks

A company may move its investment capital account to another authorised bank, but it may not run two in parallel. The procedure is to open a new account at the new bank, transfer the full balance from the old account, and close the old account. Until those steps are complete, the new account may receive the balance but may not be used for its other permitted transactions. The company should obtain from the old bank a full electronic statement of every contribution and transfer before closing, because the new bank will need it to process later remittances.

The separate regime for portfolio investors

Foreign portfolio investment is outside Circular No. 38/2026/TT-NHNN. Under Circular No. 03/2025/TT-NHNN, in force from 16 June 2025 and replacing Circular No. 05/2014/TT-NHNN, a non-resident foreign investor carrying out indirect investment in Vietnam opens a dong payment account for that purpose, generally only one, at one authorised bank, with limited exceptions for securities companies, funds and sovereign investors that need several trading codes. All receipts and payments for its indirect investment pass through that account: purchases of listed securities, capital contributions and share purchases in companies that are not subject to the investment capital account (that is, holdings that keep foreign ownership at 50% or less), dividends, sale proceeds, and the purchase of foreign currency to remit capital or income abroad. The balance may not be placed on term or savings deposit. Consular legalisation of the investor's documents is no longer required; foreign documents must be notarised or certified within the 12 months before the bank receives them.