📌 Notable updates to Circular 38/2026/TT-NHNN:
- Change the terminology & broaden the scope: "Direct investment capital account" will be changed to "Investment Capital Account"; the term "Economic organization with foreign investment capital" will be used consistently as in the Investment Law.
- Definition of "Own foreign currency": Refers to foreign currency available in the payment account of a domestic investor. This excludes foreign currency purchased and borrowed from credit institutions and branches of foreign banks.
- Contributing capital in various currencies: Open a separate capital account for each foreign currency at the same bank; choose one currency for conversion and determine the total value of the capital contribution. The total capital after conversion must not exceed the registered amount. The exchange rate will be based on the bank where the account is opened at the time the funds are credited.
- Transferring capital contributions BEFORE registering capital changes: Investors can transfer funds into the investment capital account to contribute capital, change the capital contribution amount, or change the ratio of capital contribution before the enterprise proceeds with the procedures for registering an increase in charter capital.
- New regulations regarding capital accounts when granting ERC before IRC: one foreign currency account and/or one VND account may be opened at the same bank. These accounts are only to be used for three purposes: Receiving charter capital and interest on the balance, paying legitimate expenses for investment preparation activities, and repaying capital if an IRC is not granted.
-
Note regarding forwarding:
- 🔸For payment accounts opened to receive charter capital contributions before August 18, 8: Charter capital contributions currently held in the account will be transferred to the investment capital account in accordance with Circular 38.
🔸For businesses subject to closing the investment capital account but not yet doing so: The investment capital account must be closed within 12 months from August 18, 8.
On August 18th, Circular No. 38/2026/TT-NHNN, regulating foreign exchange management for foreign investment activities in Vietnam, officially came into effect and replace Circular No. 06/2019/TT-NHNN.
This new circular introduces several notable changes related to capital contributions, opening and using investment capital accounts, particularly the management mechanism for cases of capital contributions in multiple foreign currencies and cases where economic organizations are established before the issuance of the Investment Registration Certificate (IRC).
1. Terminology changes.
Change from “direct investment capital account” to “investment capital account”
One of the first changes was to shift from the term “direct investment capital account” to “ investment capital account (Foreign investment capital account in Vietnam)".
At the same time, replace the phrases “direct investment capital account” and “foreign direct investment capital account” with the phrase “foreign investment capital account in Vietnam” in the Circulars of the Governor of the State Bank of Vietnam issued before August 18, 2026.
This change is not merely a matter of terminology but reflects the expanded scope of capital account regulation to encompass more investment forms and entities.
Standardize the use of "economic organization with foreign investment capital" as in the Investment Law.
Replace the phrase "Enterprises with foreign direct investment" with "Economic organizations with foreign investment".
Standardizing this terminology is significant for synchronizing investment law and foreign exchange management law, especially when determining the entities obligated to open and use investment capital accounts and conduct transactions related to foreign investment activities in Vietnam.
2. Clarify the definition of "own foreign currency".
Clause 4, Article 3 · Circular 38/2026/TT-NHNN
“Article 3. Interpretation of terms
...
4. Own foreign currency refers to foreign currency held in the payment accounts of domestic investors, excluding foreign currency purchased and borrowed from credit institutions and branches of foreign banks authorized to provide foreign exchange services in Vietnam.
This regulation clarifies the sources of foreign currency that are permitted to be used when domestic investors contribute capital to economic organizations with foreign investment.
It is noteworthy that "foreign currency purchased and borrowed from credit institutions and branches of foreign banks authorized to provide foreign exchange services in Vietnam" is not considered "own foreign currency" according to the definition of this regulation.
3. Supplement the mechanism for capital contribution using multiple currencies.
According to the new mechanism:
- In cases where capital contributions need to be made in multiple foreign currencies: One investment account corresponding to each foreign currency may be opened at the same authorized bank to carry out transactions as prescribed.
- In the case of capital contributions in multiple currencies: One of the currencies listed in the documents issued by the competent authority shall be selected as the currency for conversion to determine the total value of the capital contribution, and shall be used consistently throughout the entire capital contribution process. The total value of the capital contribution after conversion shall not exceed the amount of capital contribution specified in the aforementioned documents.
- Exchange rate: Using the exchange rate applied by the authorized bank where the investment account is opened at the time the funds are credited to the investment capital account.
4. Allow the transfer of capital contributions before registering the capital change.
Another noteworthy new point is that Circular 38 allows investors to transfer funds into investment capital account to make capital contributions, change capital contributions, or change the ratio of capital contributions before the foreign-invested economic organization carries out the procedures for registering an increase in charter capital, changing capital contributions, or changing the ratio of capital contributions.
This means that investors are allowed to transfer funds to contribute capital before the economic organization completes the business registration procedures.
- This regulation creates consistency between the mechanism for managing investment cash flows under foreign exchange law and the mechanism for carrying out business registration procedures under the Enterprise Law.
- At the same time, address the practical obstacles that arose previously. According to the Enterprise Law, enterprises must complete the capital contribution before proceeding with the registration of changes to charter capital. However, in practice, banks previously lacked documentation from competent authorities to prove the additional capital contributed by investors, and there were no regulations to provide a basis for recording/processing this capital, leading to difficulties in conducting transactions.
- Creating a clear legal basis for banks to accept capital contributions before the completion of business registration procedures ensures consistency between regulations on capital contributions and the actual execution of foreign exchange transactions.
5. Supplementing regulations on capital accounts when establishing economic organizations before issuing IRCs.
The new circular stipulates:
In cases where a foreign investor establishes an economic organization before completing the IRC issuance procedure, this foreign-invested economic organization may open one foreign currency investment account and/or one Vietnamese Dong investment account before being issued the IRC at the same authorized bank.
And it is only to be used for:
- Receive initial capital and interest from the account balance;
- Payment of legitimate expenses related to investment preparation activities in Vietnam and;
- Refund capital to investors in case an IRC is not granted.
After being granted an IRC, additional investment capital accounts can be opened in other foreign currencies as prescribed, and the opened investment capital accounts can be used to conduct transactions as prescribed.
This shows that:
This new regulation aims to align with the new provisions of the Investment Law, which allow foreign investors to establish economic organizations to implement investment projects before going through the IRC issuance procedure.
There was a clear legal basis for managing cash flow even before the IRC, allowing investors to carry out necessary transactions for investment preparation through their investment capital accounts.
⚠️ Important note
During the period when the economic entity has been established but has not yet been granted an Investment Registration Certificate (IRC), this account may only be used to receive charter capital, interest from the account balance; pay legitimate expenses related to investment preparation activities in Vietnam; and repay capital to investors in case an IRC is not granted.
6. Notable transition points
In the case of foreign-invested economic organizations that have opened payment accounts to receive capital contributions before August 18, 2026: The aforementioned capital contribution amount may be transferred to the investment capital account of the foreign-invested economic organization that has been opened in accordance with the provisions of Circular 38.
Within 12 months from August 18, 2026, the following entities that are required to close their investment capital accounts but have not yet done so must close their investment capital accounts:
- No foreign investors own shares or capital contributions in that economic organization anymore.
- The Investment Registration Certificate (IRC) was not granted or amended in accordance with investment laws, and the foreign investor's capital contribution has been returned.