Regulations on foreign direct investment into Vietnam

On June 26, 6, the State Bank issued Circular 2019/06 / TT-NHNN guiding the management of foreign exchange for foreign direct investment activities in Vietnam.

Circular 06-2019-TT-NHNN guiding the management of foreign exchange for foreign direct investment activities in Vietnam

Accordingly, foreign investors and Vietnamese investors in enterprises with foreign direct investment in Vietnam may contribute capital in foreign currencies and Vietnam dong (VND) according to the capital contributed by the investors. noted at:

- Certificate of investment registration;

- Notice of meeting foreign investors' conditions for capital contribution, share purchase and redemption of capital contribution;

Opening and use of direct investment capital accounts

1. Subjects eligible for opening and use of direct investment capital accounts include:

a) Foreign-invested enterprises prescribed in Clause 2, Article 3 of this Circular, including:

1. "Foreign-invested enterprises" include:

a) Enterprises established under the form of investment in establishment of economic organizations, including foreign investors being members or shareholders, and must carry out procedures for the grant of investment registration certificates according to regulations. of the law on investment;

b) Enterprises other than those prescribed in Point a of this Clause with foreign investors owning 51% or more of charter capital of the enterprise, including:

(i) Enterprises with foreign investors contributing capital, buying shares, or buying capital contributions (operating in business lines subject to conditions or without conditions applied to investors. foreign investors) leading to foreign investors owning 51% or more of charter capital of the enterprise;

(ii) Enterprises established after splitting, merger or consolidation result in foreign ownership of 51% or more of the charter capital of the enterprise;

Enterprises newly established under the provisions of specialized laws;

2. Regulations on opening of direct investment capital accounts are as follows:

a) Must open an account of foreign direct investment capital in 01 (one) licensed bank to conduct legal collection and payment transactions in foreign currencies related to foreign direct investment activities in Vietnam Male;

b) Corresponding to the type of foreign currency contributing investment capital, only 01 (one) account of direct investment capital in that foreign currency may be opened at only 01 (one) licensed bank;

c) In case of making investment in Vietnam dong, it is allowed to open 01 (one) account of direct investment capital in Vietnam dong at an authorized bank where the foreign direct investment account is opened in foreign currency for realizing current legal collection and payment transactions in Vietnam Dong related to foreign direct investment activities in Vietnam;

3. In case of making foreign loans where the borrowed currency does not correspond to the currency used by foreign-invested enterprises to open accounts of direct investment capital, enterprises with invested capital foreign direct investment is allowed to open more accounts for borrowing, repaying foreign debts in the currency of the loan at the authorized bank where the direct investment capital account is opened to perform relevant lawful revenue and expenditure transactions to foreign loans in accordance with the law on foreign borrowing and repayment by enterprises.

Revenue and expenditure transactions on accounts of direct investment capital in foreign currencies

1. Collection transactions:

a) Receipts of foreign direct investment capital contribution of foreign investors and Vietnamese investors in foreign direct investment enterprises;

b) Transferring the payment of the transfer value of investment capital, investment projects;

c) Revenues of foreign currency transfers purchased from licensed credit institutions to transfer capital, profits and lawful revenue sources to foreign countries;

d) Revenue from foreign currency conversion to make investment capital contribution in case the capital contribution currency is different from the currency of the opened direct investment capital account;

f) Transferring the surplus of share capital from the issuance of new shares to increase the charter capital of enterprises with foreign direct investment;

2. Payment transactions:

a) Transferring money to payment accounts in foreign currencies opened at licensed banks of foreign-invested enterprises;

b) Selling foreign currency to authorized credit institutions to transfer to Vietnam dong payment accounts of foreign-invested enterprises;

d) Spending on the transfer of profits and lawful revenue sources in foreign currencies from foreign direct investment activities to Vietnam of foreign investors to foreign countries;

d) Spending on transfer of direct investment capital in foreign currencies of foreign investors abroad in case of reduction of investment capital, termination, liquidation or termination of operation of investment projects;

e) Expenditure on foreign currency conversion to carry out the transfer of capital, profits and lawful revenue sources from foreign direct investment activities in cases where the money remittance capital, profits and other lawful revenue sources abroad are different from the currency of the direct investment capital account opened;

g) Transfer expenses related to foreign loans in foreign currencies of foreign-invested enterprises in accordance with the law on enterprises' foreign borrowing and repayment;

Revenue and expenditure transactions on direct investment accounts in Vietnam dong

1. Collection transactions:

a) Collection of transfer of direct investment capital amounts in Vietnam dong from foreign investors and Vietnamese investors in enterprises with foreign direct investment;

b) Transferring the payment of the transfer value of investment capital, investment projects;

c) Revenues transferred profits divided in Vietnam dong by foreign investors and Vietnamese investors in foreign-invested enterprises;

d) Receipts of transfer from Vietnamese dong payment accounts of foreign-invested enterprises themselves to transfer capital, profits and lawful revenue abroad to foreign investors;

d) Revenues transferred from the surplus of share capital from the issuance of new shares to increase the charter capital of enterprises with foreign direct investment;

e) Revenues transferred from foreign loans in Vietnam Dong by foreign-invested enterprises permitted to borrow from foreign currencies in Vietnam dong according to the provisions of the law on borrowing and repayment of foreign debts outside of the business;

2. Payment transactions:

a) Transferring money to Vietnamese dong payment accounts opened at licensed banks of foreign-invested enterprises for carrying out foreign direct investment activities into Vietnam;

b) Transferring the payment of the transfer value of investment capital, investment projects to the transferor in Vietnam or buying foreign currencies to pay the transfer value of investment capital, investment projects to the transferor. overseas concessions;

c) Purchase of foreign currency transfer to transfer profits and lawful revenue sources in Vietnam dong to foreign investors abroad;

d) Transferring direct investment capital in Vietnam dong to Vietnamese investors or buying foreign currencies to transfer direct investment capital to foreign investors abroad in case of reduction of investment capital, resulting in termination, liquidation or termination of operation of investment projects;

dd) Transfer expenses related to foreign loans denominated in Vietnam dong by foreign-invested enterprises permitted to borrow foreign currencies in Vietnam dong according to the provisions of law on water borrowing and repayment out;

Transfer money to conduct investment preparation activities

1. Before being granted investment registration certificates by competent agencies, notices on satisfaction of conditions for capital contribution, share purchase and redemption of capital contributions by foreign investors and foreign investors will be issued. foreign investors are allowed to transfer money from foreign countries or from payment accounts in foreign currencies or Vietnamese dong of such foreign investors opened at licensed banks in Vietnam to pay lawful expenses during the implementation period. Investment preparation activities in Vietnam.

2. After obtaining a certificate of investment registration from a competent agency, a notice of satisfaction of conditions for capital contribution, share purchase and redemption of foreign investor's capital contribution, the amount of investor Foreign investors have moved into Vietnam to carry out investment preparation activities used to:

a) Converting a part or the whole into contributed capital;

b) Partially or wholly transformed into foreign loans of enterprises with foreign direct investment. In case of conversion into a foreign loan, an enterprise with foreign direct investment complies with the law on foreign borrowing and repayment of the enterprise. The term of a foreign loan is calculated from the date on which the project is granted the Investment Registration Certificate by the competent authority, or the date on which the parties sign the foreign loan agreement (whichever is later) to the payment date. final debt;

c) To return to foreign investors in foreign currencies or Vietnam dong the amount of money transferred into Vietnam for investment preparation activities after deducting lawful expenses related to the preparation activities Invest in Vietnam.

3. In cases where the investment registration certificate is not granted by a competent agency, Notification of satisfaction of conditions for capital contribution, share purchase, redemption of foreign investor's capital contribution, or no further Continuing to implement direct investment projects in Vietnam, foreign investors may remit abroad the remaining amount in foreign currencies or buy foreign currencies to transfer abroad for the amount already transferred into Vietnam and interests arising (if any) after subtracting lawful expenses related to investment preparation activities in Vietnam.

4. Transactions stipulated in clauses 1, 2 and 3 of this article shall be conducted on the basis of an agreement between the parties concerned, and present valid documents proving the amount transferred to Vietnam. and legal expenses related to investment preparation activities in Vietnam, ensuring compliance with the regulations on foreign exchange control, the law on investment, the law on accounting and legal regulations. relevant laws.

Transfer capital, profits and lawful revenue abroad

1. Foreign investors must transfer abroad via direct investment capital accounts:

a) Direct investment upon reduction of investment capital; termination, liquidation or termination of operation of investment projects;

b) Principals, interests and expenses of foreign loans (except for the case specified in Clause 3, Article 5 of this Circular), profits and lawful revenues related to activities of direct investment in Vietnam.

2. In cases where an enterprise with foreign direct investment capital must close its account of direct investment capital due to the dissolution, bankruptcy, termination of the enterprise's existence or due to transfer of an investment project that changes a legal entity. initial registration of foreign-invested enterprises, foreign investors may use payment accounts in foreign currencies and Vietnamese-dong payment accounts of such foreign investors opened at banks. goods allowed to carry out foreign currency purchase transactions, transfer of direct investment capital and lawful revenue sources to foreign countries.

The rules apply to cases that have been done in accordance with the previous regulations

1. Within 12 months from the effective date of this Circular (This Circular takes effect from September 06, 9), foreign enterprises and investors are non-residents. owners of shares or contributed capital portions in such enterprises must change accounts according to the provisions of Clauses 2019 and 2 of this Article.

2. In cases where an enterprise with a foreign investor has opened and used an indirect investment capital account to contribute capital, purchase shares or contributed capital portions from a private enterprise to foreign investors, the ownership of 51% Charter capital or more must open a direct investment account in accordance with the provisions of this Circular.

3. In case the following enterprises have opened accounts of direct investment capital, they must close this account and at the same time, foreign investors who are non-residents own shares or contributed capital portions in such enterprises. opening accounts of indirect investment in accordance with regulations on foreign exchange management:

a) Enterprises with foreign investors own less than 51% of charter capital of the enterprise, except for the case specified at Point a, Clause 2, Article 3 of this Circular;

b) The enterprise is not required to carry out procedures for issuance of an Investment Registration Certificate but has a need and has been granted an Investment Registration Certificate by a competent authority in accordance with regulations of law on investment. ;

c) Foreign-invested enterprises whose stocks are listed on a stock exchange or registered for trading on the Stock Exchange;

d) If the enterprise specified in Points a, b and c of this Clause is borrowing and repaying foreign debts via a direct investment capital account, it may continue to maintain this account for borrowing purposes, repaying foreign debts in accordance with the law on enterprises' borrowing and repaying foreign debts.

4. During the conversion, foreign-invested enterprises and investors who are non-residents owning shares or capital contributions at such enterprises may continue using the existing capital accounts to make transactions. revenue and expenditure related to investment activities in Vietnam.

This Circular takes effect on September 06, 9. This Circular replaces the Governor of the State Bank's Circular No. 2019/19 / TT-NHNN of August 2014, 11, guiding foreign management. foreign exchange for foreign direct investment activities into Vietnam

Establishment of foreign-invested enterprises in Vietnam



Leave a Reply

avatar
Subscribe
Notify of
English Vietnamese