Disputes over whether a foreign investor “really” funded a Vietnamese subsidiary are rarely fought over the share register. They are fought over bank records. The direct investment capital account Vietnam regime is the evidential spine of every foreign direct investment: it is where capital injections must arrive, where certain foreign-loan flows are channelled, and through which capital and profits leave. A defective funds flow on day one can surface years later as a blocked exit or a contested price in a share sale.
That spine was rewritten this summer. This guide sets out the new architecture, the entities caught, the account rules, a risk-rated matrix and the deal mechanics that counsel should build into term sheets and closing checklists.
Regulatory update as of 10 October 2026: SBV Circular 38/2026/TT-NHNN took effect on 18 August 2026 and replaced Circular 06/2019/TT-NHNN, which lapsed on that date. The new text drops the label “DICA”. Any funding instruction, SPA warranty or board paper still citing Circular 06/2019 is out of date.
Legal architecture of the direct investment capital account Vietnam regime
Foreign exchange control Vietnam applies at two levels to inbound investment. The investment statute confers rights on the foreign investor; central bank rules prescribe the channel through which those rights are exercised. Counsel who read only one level give incomplete advice.
Instrument, effective date and repeal
Circular 38/2026/TT-NHNN on foreign exchange management of foreign investment activities in Vietnam was issued on 31 July 2026 and took effect on 18 August 2026 (Article 18.1). Circular 06/2019/TT-NHNN lapses from that date (Article 18.2), as do Articles 11.3 and 11.4 of Circular 03/2025/TT-NHNN (Article 18.3).
The statutory anchor remains Article 11 of the Law on Investment 2025: after meeting its financial obligations, a foreign investor may remit capital, profits and other lawful assets abroad. The Law does not prescribe the bank account. Article 11 is a right of outflow whose exercise depends on a clean inflow record in the direct investment capital account Vietnam banks maintain for the enterprise.
Terminology: DICA Vietnam versus the circular’s wording
Circular 38/2026 does not use “DICA”. It speaks of the “investment capital account” and, under Article 18.5, replaces the phrase “direct investment capital account” with “foreign investment capital account in Vietnam”. We keep DICA Vietnam as the market term for search and internal usage, but contracts, funding instructions and bank forms should track the circular’s wording to avoid a reference to a repealed concept.
Who must open a direct investment capital account Vietnam
Status is the threshold question. Article 3.22 of the Law on Investment 2025 defines a foreign-invested economic organisation by reference to any foreign member, and Article 20.1 applies a more-than-50% test for treatment as a foreign investor. The SBV test in Circular 38/2026 is its own and must be applied separately.
Article 6 categories: who opens a direct investment capital account Vietnam
- Foreign-invested economic organisations: companies established by foreign investors or member enterprises; companies in which foreign investors hold more than 50% of charter capital; and PPP project companies.
- Contract-based investors: parties to a business cooperation contract (BCC), PPP investors without a project company, and petroleum contractors.
Minority foreign holdings outside these categories typically sit on the indirect investment side (Articles 7.5.b and 7.6).
The SBV classification can diverge from the investment-law classification. A company may be foreign-invested for Law on Investment purposes under Article 3.22 yet fall outside Article 6, and the reverse can occur for contract-based structures. Legal due diligence should therefore document the status analysis under both instruments, not assume one follows the other.
Indirect accounts and the 50% trigger
After a foreign investor’s shares are listed or registered for trading, the investment capital account is closed and the indirect channel is used. Conversely, if foreign ownership rises above 50%, the company must open an investment capital account (Article 7.6). A minority acquisition that later steps up through 50% therefore changes the account architecture, and the step-up should be a closing-checklist item.
Account rules and pre-IRC use of the direct investment capital account Vietnam
The following table summarises the account rules for the direct investment capital account Vietnam that counsel should reflect in funding instructions. Pinpoints are to Circular 38/2026.
| Topic | Rule | Pinpoint | Drafting consequence |
|---|---|---|---|
| Number of accounts | One foreign-currency account and/or one VND account per entity at the same authorised bank; one account per currency if several | Art. 7.1–7.4 | Select the bank once for the direct investment capital account Vietnam; no second-bank “convenience” account |
| Separate projects | Separate account set for each BCC, petroleum contract or PPP project | Art. 7.1–7.4 | Map each project to its own set |
| Change of bank | Open new account, transfer the full balance, close the old one | Art. 7.1–7.4 | Build a switching protocol into treasury policy |
| Before the IRC | Allowed for an entity already established but not yet granted or adjusted its IRC; further foreign-currency accounts once the IRC issues | Art. 5.1, 7.3 | Limit pre-IRC use to permitted items |
| Pre-investment transfers | From abroad or Vietnamese payment accounts for foreign investors; only Vietnamese payment accounts for member enterprises | Art. 5.1 | Check the payer’s status before wiring to the direct investment capital account Vietnam |
Before the IRC issues, the direct investment capital account Vietnam may be used only to receive charter capital and interest, to pay lawful pre-investment costs, and to refund capital if no IRC is issued. That is workable for the company-first route under Article 19.2 of the Law on Investment 2025.
Article 19.2 of the Law on Investment 2025 lets a foreign investor establish a company before IRC procedures, subject to market access conditions, and Decree 296/2026/ND-CP (effective 23 July 2026) removes the IRC copy from the enterprise dossier. Circular 38/2026 allows an established entity to open its direct investment capital account Vietnam banks will service before the IRC, which narrows the gap that existed under the former rules. The 90-day contribution period under the Law on Enterprises still runs from the enterprise registration certificate, so the account should be opened within days of registration.
The circular text does not expressly address opening an account before the company itself exists. For flows that precede enterprise registration, obtain the bank’s written position [State Authority Practice / Verification Required].
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Capital injection Vietnam: Article 4 and permitted flows
Article 4 governs how a capital injection Vietnam regulators will recognise must be made. Contributions may be in foreign currency or VND, within the amounts stated in the IRC and related documents. Where several currencies are contributed, the investor selects one conversion currency and applies it consistently; conversion uses the account bank’s rate when funds are credited.
Monetary contributions must be made by bank transfer into the direct investment capital account Vietnam (Article 4.4), and may be transferred before the capital increase or change is registered (Article 4.5).
| Flow | Channel under Circular 38/2026 | Pinpoint |
|---|---|---|
| Inflows (foreign-currency account) | Capital contributions, transfer proceeds, share premium, foreign-loan flows | Art. 8–9 |
| Outflows (foreign-currency account) | Transfer to operating payment account, sale to banks for VND, profit remittance, return of capital on reduction or termination, pre-investment refunds | Art. 8–9 |
| VND account | Similar flows; VND profits may be reinvested in Vietnam | Art. 9.1.d |
| Foreign loans | Flows follow the law on foreign borrowing and repayment; no separate registration procedure in this circular | Scope note |
| Purpose records | Banks record amount and purpose of each transfer; investors state the purpose truthfully | Art. 14.2, 15.2 |
Documentation matters as much as routing. Keep the inward credit advice, the funding instruction, the conversion rate applied by the bank and the corporate resolution approving the contribution in one file. These are the documents an auditor, lender or buyer will ask for when testing a capital injection Vietnam record.
Third-party payments are not addressed. Banks have historically asked for funds from the investor’s own account; agree any affiliate-payer exception in writing before remitting [State Authority Practice / Verification Required].
SBV regulations on remittance of capital and profit
Under Articles 11 and 12, remittance of capital and profit abroad must pass through the direct investment capital account Vietnam banks hold for the company, with exceptions in Articles 7.5.c and 10.1.a. If funds are not remitted, they may move to a payment account to finance other investment in Vietnam.
The circular sets no remittance deadline and no tax or audit precondition. Tax obligations still apply under Article 11 of the Law on Investment and tax law, and how banks test tax documents in practice is a matter for verification [State Authority Practice / Verification Required]. Withholding tax mechanics are outside this note.
Foreign exchange control Vietnam practice also turns on purpose. Article 15.3 requires investors to update the bank on changes to their certificates, so an IRC amendment or a change of investor should trigger an instruction to the bank within the same week.
On reduction, transfer or termination, the bank will match the outflow against the inflow history, so the remittance of capital is only as strong as the original record. Corporate approvals and an updated beneficial ownership record should be assembled before the request.
Foreign exchange control Vietnam: risk matrix and transition
Ratings reflect IVLF’s assessment of commercial consequence, not a regulatory classification.
| Issue | Legal position | Commercial impact | Rating | Mitigation |
|---|---|---|---|---|
| Cash contribution not wired into the direct investment capital account Vietnam | Art. 4.4 requires bank transfer into the account | Contribution hard to prove; exit contested | High | Standard funding instruction; bank pre-clearance |
| Funds used for operations before the IRC | Pre-IRC use limited (Art. 5.1, 7.3) | Rejected payments | Medium | Treasury controls; dual authorisation |
| Ownership passes 50% without a new account | Art. 7.6 | Post-closing flows blocked | Medium | Condition subsequent in the SPA |
| Company-first entity, no pre-registration position | Circular silent on pre-incorporation | 90-day capital deadline at risk | High | Written bank confirmation before filing |
| Remittance outside the account | Art. 11–12 channel rule | Refusal; explanations | High | Plan outflow routes from day one |
Transitional rules (Article 19) matter for existing structures. Existing foreign-invested enterprises that received charter capital in payment accounts may move the funds to the investment capital account (19.1). Petroleum investors active before 18 August 2026 may keep existing payment accounts and have 12 months to migrate (19.2). Accounts that must close under Article 7.5.a(i) and (ii) are closed within 12 months (19.3). Fine bands for foreign exchange breaches must be checked against the current sanctions decree [State Authority Practice / Verification Required]; the larger exposure is the loss of the evidential trail.
Deal mechanics for the direct investment capital account Vietnam in acquisitions and exits
In an acquisition, the direct investment capital account Vietnam record should appear in due diligence requests, SPA conditions and the funds flow memorandum. Article 21.3 of the Law on Investment 2025 requires registration before the change of members where a deal takes foreign ownership above 50%, and the account step-up under Article 7.6 should be scheduled alongside it. Recommended protections:
- warranties that every historic capital contribution passed through the target’s account as required;
- a specific indemnity for losses from unrecognised contributions;
- a closing deliverable of account statements reconciled to the charter capital history; and
- where appropriate, an escrow or price retention pending rectification.
Hypothetical scenario: A Korean investor acquires 70% of a Vietnamese distributor and wires a later capital increase to the target’s VND current account. Two years on, a fund buyer asks for proof that the increase was a recognised foreign contribution. The seller reconstructs the record with the bank, and the fund negotiates a specific indemnity.
Whether a structure complies depends on ownership, licensing route, currency and bank. IVLF prepares a DICA & Funds Flow Compliance Memo covering account status, a closing-ready funds flow and SPA protections. See our banking and finance practice and M&A transaction support. Tel: (+84) 936 726 065.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
Is the direct investment capital account Vietnam still called a DICA?
Circular 38/2026 does not use “DICA”. It refers to the foreign investment capital account in Vietnam (Article 18.5). The direct investment capital account Vietnam label remains the common market term.
How many accounts may one company hold at a bank?
One foreign-currency account and/or one VND account at the same authorised bank, with one account per currency if several are used (Articles 7.1 to 7.4). Changing bank means moving the full balance and closing the old account.
Can a company without an IRC open a direct investment capital account Vietnam?
Yes, if already established (Articles 5.1 and 7.3), but use is limited to receiving charter capital and interest, paying lawful pre-investment costs and refunding capital if no IRC issues. A company not yet registered needs bank confirmation.
Must a cash capital injection go through the direct investment capital account Vietnam?
Yes. Monetary contributions must be made by bank transfer into the account (Article 4.4), and may be sent before the capital increase or change is registered (Article 4.5).
What happens to accounts opened under Circular 06/2019?
That circular lapsed on 18 August 2026. Existing foreign-invested enterprises may move charter capital held in payment accounts to the investment capital account, the direct investment capital account Vietnam practitioners call DICA (Article 19.1), and some accounts must close within 12 months.
Conclusion
Treat the direct investment capital account Vietnam requirements as a closing condition, not an operational afterthought. Before funding, confirm the entity’s status under Article 6, secure the bank’s written position for company-first structures, and issue a funding instruction that cites Circular 38/2026 and names the account correctly.
This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your facts before acting.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
