Legal update: Circular No. 38/2026/TT-NHNN took effect on 18 August 2026 and replaces Circular No. 06/2019/TT-NHNN. It introduces the unified “investment capital account” terminology and expressly accommodates the ERC-first, IRC-second procedure under the 2025 Investment Law.
Many Vietnamese companies stumble the first time they are receiving foreign investment capital: money lands in the wrong account, documentation is incomplete, or the bank refuses to record the transaction.
From 18 August 2026, Circular 38/2026/TT-NHNN requires monetary capital contributions by covered foreign investors and enterprises to be transferred into the appropriate investment capital account. An ERC-first company may open that account before its IRC is issued, but its permitted use is restricted until the IRC stage is completed.
This IVLF guide walks through the steps for receiving foreign investment capital correctly, so the bank does not reject or delay the incoming transaction.
1. Why the investment capital account is mandatory
Under Circular 38/2026/TT-NHNN, monetary capital contributions must be transferred into an investment capital account. The covered entity may open one VND account and/or one account for each required foreign currency at the same authorised bank; separate accounts apply to separate BCC, petroleum or qualifying PPP arrangements.
This rule replaces Circular 06/2019/TT-NHNN, giving regulators clearer visibility and reducing the risk of misdirected transfers when a company is receiving foreign investment capital.
2. Documents needed before receiving foreign investment capital
Before receiving foreign investment capital, a company should prepare the Enterprise Registration Certificate, available investment or ownership-approval documents, evidence of the contribution and a written application to open an investment capital account with an authorized bank.
Missing any of these documents gives the bank grounds to refuse the account opening, which in turn delays the company from receiving foreign investment capital on schedule.
3. Step-by-step process for receiving foreign investment capital
Step one, the company opens an investment capital account at an authorized bank before the first payment for receiving foreign investment capital. Step two, the foreign investor is given the account number to route the transfer correctly.
Step three, once funds arrive, the bank checks supporting documents and records the transaction into the investment capital account, completing the process under Circular 38/2026/TT-NHNN.
4. Receiving capital via contribution, loan, or share transfer
A company can be receiving foreign investment capital in several forms: initial or additional capital contribution, a foreign loan, or proceeds from a share transfer to another foreign investor.
Each form has its own supporting documents, but every route for receiving foreign investment capital shares one rule: it must pass through the registered investment capital account.
5. Mistakes that get transactions rejected
The most common mistake is receiving foreign investment capital into an ordinary payment account instead of the investment capital account, forcing the company to return the funds and start over.
A second mistake is opening the investment capital account only after the money has already arrived in Vietnam, which triggers a request for additional explanation before the bank will record it.
6. Checklist before receiving foreign investment capital
Before notifying the foreign investor to transfer funds, a company should confirm: the investment capital account is open, the contribution or loan agreement is signed, and the purpose of funds is documented.
As published on Thu Vien Phap Luat, companies should review Circular 38/2026/TT-NHNN carefully before notifying investors to transfer funds.
Careful preparation keeps a company receiving foreign investment capital on schedule, avoiding repeated requests from the bank for missing paperwork.
7. Practical tips for FDI enterprises and their banks
Authorized banks typically ask for the underlying contribution, loan, or transfer agreement alongside the standard account-opening form, since Circular 38/2026/TT-NHNN gives banks discretion to request supporting evidence of the transaction’s purpose.
Companies expanding through multiple funding rounds should plan each transfer against the approved capital schedule in the investment licence, so bank staff can quickly match incoming payments to the registered project.
Where a foreign investor is unfamiliar with Vietnamese banking practice, legal counsel can act as the point of contact between the investor, the enterprise, and the bank to smooth out documentation gaps before funds are sent.
Enterprises with foreign shareholders in multiple funding rounds should keep a running log of each transfer, its purpose, and supporting documents, which speeds up any future audit or compliance review by the bank or regulator.
Finally, coordinating timing between the investor’s home-country transfer approval and the Vietnamese account setup avoids the common scenario where funds are sent before the account is ready to receive them.
Overall, treating the investment capital account as the first step of the transaction, rather than an afterthought, is the single most reliable way to avoid delays when a Vietnamese company is receiving foreign investment capital for the first time.
Frequently asked questions
Can a company receive foreign investment capital before opening the account?
It should not be routed through an ordinary payment account where Circular 38 requires the investment capital account. The bank will review the parties, transaction purpose and supporting documents.
How does a newly formed company receive foreign investment capital?
An ERC-first company may open the investment capital account after receiving its Enterprise Registration Certificate and before receiving its Investment Registration Certificate, before notifying the foreign investor to transfer capital.
Is receiving a foreign loan different from receiving capital contribution?
The supporting documents differ, but both forms of receiving foreign investment capital must pass through the investment capital account under Circular 38/2026/TT-NHNN.
Need help receiving foreign investment capital correctly?
IVLF helps companies open the investment capital account, prepare documentation, and work with authorized banks to receive foreign investment capital quickly and compliantly.
Related: Outward Investment from Vietnam: A Complete Guide to Circular 34/2026.
Related terms and common questions
Foreign investors receiving foreign investment capital in Vietnam must first open an investment capital account at a licensed commercial bank before any funds arrive. This investment capital account is the only channel the State Bank of Vietnam recognizes for receiving foreign investment capital tied to an FDI enterprise or investment project.
An FDI enterprise receiving foreign investment capital through a direct capital contribution must register the transaction and retain supporting documents such as the investment registration certificate and enterprise registration certificate. Receiving foreign investment capital without opening the correct account is one of the most common compliance failures IVLF Advisors sees among new investors.
Investors receiving foreign investment capital for a BCC contract or M&A deal should also confirm the capital contribution registration is filed on time, since delays can affect profit repatriation later. Proper bank account setup, documentation, and registration timing are the three pillars of receiving foreign investment capital correctly under Circular 38/2026.
Which bank account should hold foreign investment capital? Foreign investors receiving foreign investment capital must use a direct investment capital account opened specifically for the FDI enterprise, separate from any personal or operating account.
What happens if capital is received without registration? Receiving foreign investment capital without proper registration can delay profit repatriation and may trigger penalties under State Bank of Vietnam foreign exchange rules.
Special Rule for an ERC-First Company
Under Article 7.3, a foreign-invested company established before its IRC may open its investment capital account in foreign currency and/or VND at one authorised bank. Before the IRC is issued, the account may receive charter capital and interest, pay lawful pre-investment expenses and return the capital if the IRC is refused. After the IRC is issued, the account may be used for the full range of permitted investment receipts and payments.
Not Every Share Transfer Uses the Investment Capital Account
Article 10 distinguishes transactions by residency and party type. Transfers between two non-resident investors, between two resident investors, between qualifying IFC member enterprises, or between an IFC member enterprise and a non-resident are not routed through the investment capital account. Transfers between a resident and a non-resident, and between a resident and an IFC member enterprise, must use the investment capital account. The parties and the bank should classify the transaction before signing payment instructions.
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.
