Circular 38/2026/TT-NHNN: New Foreign Exchange Rules for Foreign Investment in Vietnam
Circular No. 38/2026/TT-NHNN: Completing the foreign exchange transaction management mechanism to align with changes in Vietnam’s investment laws
On 31 July 2026, the State Bank of Vietnam issued Circular No. 38/2026/TT-NHNN on foreign exchange management for foreign investment activities in Vietnam (“Circular 38”), replacing Circular No. 06/2019/TT-NHNN (“Circular 06”), and taking effect from 18 August 2026.
Circular 38 was issued to align foreign exchange management regulations with the current investment laws, while clarifying the mechanisms for capital contribution, opening and use of investment capital accounts, transfer of capital, profits and lawful revenues, payment of transfer prices and other transactions related to foreign investment activities in Vietnam. Some notable points of Circular 38 include:
Changes to the concept of “Foreign investment capital account in Vietnam”
Circular 38 replaces the term “direct investment capital account” under Circular 06 with “foreign investment capital account in Vietnam”. This change aims to broaden the scope of application, covering not only foreign investment activities into Vietnam but also investment activities from the International Financial Center in Vietnam (“IFC”) into the rest of Vietnam.
The updates below focus on foreign exchange management regulations applicable to cases where foreign investors being foreign organizations or individuals outside the territory of Vietnam conduct investment activities in Vietnam. For enterprises that are members of the IFC investing into the rest of Vietnam, foreign exchange management regulations are basically applied similarly to foreign investors, but with differences in cash flows as there is no transfer of funds from abroad into Vietnam.
Principles for transferring investment capital contributions into Vietnam
Investors may make capital contributions in foreign currency or Vietnamese dong on the basis of documents evidencing the capital contribution in accordance with the law, including the Enterprise Registration Certificate, Investment Registration Certificate, approval for capital contribution, purchase of shares or purchase of contributed capital, BCC contract, PPP contract and other relevant documents (collectively, “Documents Evidencing Capital Contribution”).
Notably, investors may transfer funds into the investment capital account to make capital contributions, change the contributed capital or the ratio of contributed capital before the enterprise completes the procedures for registration of changes to its charter capital or ownership structure in accordance with the laws. This provision facilitates capital increase and ownership restructuring transactions, while being consistent with the mechanism for registering changes after actual changes have occurred.
In addition, where the Documents Evidencing Capital Contribution specify multiple currencies, investors may select one currency to convert and determine the total value of the capital contribution. The selected currency must be used consistently throughout the entire capital contribution process, and the total value of the capital contribution after conversion must not exceed the capital contribution amount recorded in the Documents Evidencing Capital Contribution.
The applicable exchange rate shall be the exchange rate determined by the authorized bank where the investor opens the investment capital account at the time the funds are credited to the investment capital account.
Transfer of funds for investment preparation activities
Before the competent authority issues the Documents Evidencing Capital Contribution, foreign investors are permitted to transfer funds from abroad into Vietnam or from a payment account opened at an authorized bank in Vietnam to pay lawful expenses incurred during the investment preparation stage. Where the investor chooses to establish an economic organization before carrying out investment registration procedures, the investor is also permitted to open an investment capital account before the Investment Registration Certificate is issued or amended to make such payments.
After the Documents Evidencing Capital Contribution are issued, the amount transferred into Vietnam for investment preparation purposes may be handled under one of the following options:
- Convert into capital contribution: part or all of the amount may be converted into the investor’s capital contribution;
- Convert into a foreign loan: part or all of the amount may be converted into a foreign loan of the foreign-invested economic organization, subject to compliance with the laws on foreign borrowing and repayment; or
- Return to the investor: where the Investment Registration Certificate is not issued or amended, the amount transferred shall be returned to the investor after deducting lawful expenses incurred during the investment preparation process in Vietnam.
The conversion or return of the above amount must be carried out on the basis of valid documents and vouchers evidencing the amount transferred and lawful expenses incurred, while ensuring compliance with regulations on foreign exchange management, investment, accounting and relevant laws.
Transfer of funds for payment of transfer prices
Payment of the transfer price for shares or contributed capital in a foreign-invested economic organization shall be made as follows:
- Not through the investment capital account: transactions between non-resident investors or between resident investors.
- Must be made through the investment capital account: transactions between a non-resident investor and a resident investor.
For transfer of investment projects under BCC contracts and PPP projects, payment must be made through the investment capital account in both cases: (i) between a non-resident investor and a resident investor; and (ii) between non-resident investors.
For petroleum contracts, payment of the transfer price for investment projects or transfer of participating interests, rights and obligations of contractors must be made through the investment capital account for transactions between a non-resident investor and a resident investor.
Currency for pricing and payment of transfer prices
The pricing and payment of the transfer price for capital or investment projects may be made in foreign currency for transactions between non-resident investors.
For transactions related to petroleum contracts, the pricing and payment of the transfer price for investment projects, participating interests, rights and obligations of contractors under petroleum contracts may be made in foreign currency for transactions between non-resident investors or between a foreign investor and a resident investor.
Except for the transfer transactions in the petroleum sector mentioned above, the pricing and payment of the transfer price for capital or investment projects must be made in Vietnamese dong for transactions between a resident investor and a non-resident investor or between resident investors.
