The State Bank of Vietnam (SBV) officially issued Circular 38/2026/TT-NHNN dated 31 July 2026 on foreign exchange management for foreign investment activities in Vietnam (Circular 38/2026). Effective from 18 August 2026, Circular 38/2026 replaces Circular 06/2019/TT-NHNN (Circular 06/2019) as amended by Circular 03/2025/TT-NHNN (Circular 03/2025), which has governed the direct investment capital account (DICA) regime since 2019. Circular 38/2026 also terminates Articles 11.3 and 11.4 of Circular 03/2025 on opening and use of VND-denominated accounts for conducting foreign indirect investment in Vietnam and amends Circular 16/2014/TT-NHNN on the use of foreign currency and Vietnamese dong accounts of residents and non-residents.

Below is a summary of the key changes introduced by Circular 38/2026 that may directly affect foreign-invested enterprises (FIEs), foreign investors and their banks in Vietnam.

1. Circular 38/2026 replaces the DICA stipulated under Circular 06/2019 with the "foreign investment capital account in Vietnam" (investment capital account). The new term substitutes the old one wherever it appears in every SBV circular issued before 18 August 2026.

2. Article 6 of Circular 38/2026 extends the list of investment capital account holders:

Contractors that are foreign investors under petroleum contracts and petroleum agreements signed in the name of the State or the Government must now open and use an investment capital account and have until 18 August 2027 to migrate from the payment accounts they currently use. Foreign operators and contractors may also use ordinary payment accounts in foreign currency and Vietnamese dong to receive proceeds permitted to be transferred out of the investment capital account. Under Circular 06/2019, petroleum activity appeared only through permitted receipts of domestic petroleum sales revenue and payments to the petroleum project operator.
Member enterprises of the International Financial Centre in Vietnam (IFC) are treated in parallel with foreign investors throughout Circular 38/2026 when they invest from the IFC into the rest of Vietnam.

3. Two categories are now expressly carved out of the scope of Circular 38/2026:

FIEs that are public companies with shares listed or registered for trading on a stock exchange; and
Foreign investors and FIEs investing and trading securities on the securities market under Article 73.3 of Decree 96/2026/ND-CP guiding the law on investment.

These were cross-referenced to the indirect investment rules under Circular 06/2019.

4. Circular 38/2026 simplifies the definition of FIE. In the past, Circular 06/2019 defined such an entity as one that needed to carry out the procedure for issuance of an investment registration certificate (IRC), and separately captured companies in which a foreign investor held the threshold ownership, including those formed by division, split, merger or consolidation and those established under specialised legislation. The test is now simply whether the entity was established by a foreign investor or an IFC member enterprise, or whether foreign ownership exceeds 50%.

5. The foreign currency account is no longer expressed as compulsory. Article 5.2(a) of Circular 06/2019 was drafted as an obligation to open a DICA in foreign currency, with a DICA in Vietnamese dong permitted only at the same bank. Article 7.1 of Circular 38/2026 instead provides that the account holder is entitled to open one foreign currency account and/or one account in Vietnamese dong at the same permitted bank, so an investment funded entirely in Vietnamese dong need not maintain a foreign currency account.

6. An investment capital account may now be opened before the IRC is issued. Where a foreign investor establishes an economic organisation before applying for the IRC, that entity may open an investment capital account before the IRC is granted. Use of this investment capital account is restricted to receiving charter capital and interest on the balance, paying lawful pre-investment costs, and refunding capital to the investor if the IRC is not granted. Once the IRC is issued, the same account may be used for the full range of permitted transactions and investment capital accounts in other currencies may be added.

7. Transfer of capital contribution before amendment of the ERC is acceptable. Article 4.5 of Circular 38/2026 confirms that an investor may transfer funds into the investment capital account to contribute capital, or to change the amount or the ratio of its capital contribution, before the FIE completes the procedure to register the increase in charter capital or the change of contribution. This article addresses a practical issue with account banks, which have required the amended IRC or ERC to be produced first before the funds can be transferred into the DICA.

8. Where capital is contributed in several currencies, Article 4.1 of Circular 38/2026 requires the investor to select one of the currencies stated in the underlying documents (e.g., IRC, establishment license, M&A Approval) as the conversion currency and to apply it consistently throughout the contribution process. The total converted value must not exceed the registered capital amount, and the applicable rate is the rate of the account bank at the time the funds are credited.

9. Circular 38/2026 adds two new compulsory closure triggers for FIEs. An FIE established by a foreign investor must close its investment capital account where no foreign investor or IFC member enterprise holds shares or capital in it; or where the IRC is not granted or adjusted, and the capital has been refunded. However, the investment capital account need not be closed while it is still being used for offshore borrowing and repayment or for other lawful payment obligations. Entities that are already subject to the above triggers but have not yet closed their accounts have until 18 August 2027 to complete the closure.

10. Circular 38/2026 also changes the rules on the currency of pricing. Article 13 of Circular 38/2026 confirms that foreign currency may be used between non-residents and extends this to dealings with and between IFC member enterprises. Circular 38/2026 then introduces an exception for the petroleum sector: valuation and payment of consideration for the transfer of a petroleum project, or of a contractor's participating interests, rights and obligations, may be made in foreign currency even where one party is a resident. Under Article 10.3(b) of Circular 06/2019, any transfer involving a resident had to be priced and settled in Vietnamese dong.

11. Profits may be moved out of the investment capital account without being remitted offshore. Under Circular 06/2019, it was not clear how capital or profits that were not to be remitted offshore could be moved out of the DICA. Articles 11.2 and 12.2 of Circular 38/2026 resolve this. Where capital, profit or other lawful proceeds are not repatriated, or not transferred into the IFC, they may be transferred from the investment capital account to the investor's own payment account at a permitted bank in order to fund other projects or investment activities of that investor in Vietnam. Repatriation itself must still be effected through the investment capital account, except where the investment capital account has already been closed or where the payment of transfer consideration is not required to pass through the investment capital account.

12. Circular 38/2026 imposes additional obligations on investors and FIEs: they must state the purpose of each remittance and, after an IRC or ERC is issued or adjusted, must supply the updated document to the account bank.

This post is written by Le Minh Thuy.

Vietnam Business Law