The Direct Investment Capital Account (“DICA”), has now been renamed under Circular No. 38/2026/TT-NHNN (“Circular 38”) as the “foreign investment capital account in Vietnam” (the “investment capital account”). It takes effect as from August 18, 2026.
Following recent changes to Vietnam’s investment procedures allowing a foreign investor to establish an economic entity (“NewCo”) before obtaining an Investment Registration Certificate (“IRC”), Circular 38 introduces a corresponding foreign exchange mechanism permitting the newly established NewCo to open an investment capital account before the IRC is issued.
1. Opening an investment capital account before obtaining an IRC
Circular 38 continues to retain the conventional mechanism for opening an investment capital account, under which a foreign investor first obtains an IRC, then establishes the NewCo, opens an investment capital account and makes its capital contribution. The account structure is now, however, more flexible in terms of currency. Instead of being required to open a foreign-currency investment capital account at a licensed bank, with an additional Vietnamese dong account only where the investment is made in Vietnamese dong, Circular 38 permits investment capital accounts to be opened in foreign currency and/or Vietnamese dong. The account structure may therefore be tailored to the currency actually used for the investment, rather than requiring a foreign-currency account to be maintained in all cases.
In addition to this conventional route, Circular 38 introduces a new pre-IRC account-opening mechanism for a NewCo that has already been established but has not yet obtained an IRC. Specifically, where a foreign investor establishes a NewCo before carrying out the procedures for issuance or adjustment of the IRC, the NewCo may open one investment capital account in foreign currency and/or one investment capital account in Vietnamese dong at the same licensed bank before the IRC is issued. It means the Enterprise Registration Certificate (“ERC”) is served as one of the documents serving as a basis for capital contribution, consistent with a situation where the NewCo has already been established and needs to receive capital before the IRC is issued.
Accordingly, the following two routes may coexist:
i. Conventional route: IRC → establishment of NewCo / issuance of ERC → opening of investment capital account → capital contribution.
ii. New route: establishment of NewCo/issuance of ERC → opening of investment capital account → permitted transactions during the pre-IRC period → IRC.
The ability to open an investment capital account before obtaining an IRC, however, does not dispense with the IRC requirement. A NewCo established under this route must complete the procedures for obtaining an IRC within 12 months from its date of establishment and may only implement the investment project after completing the IRC procedures in accordance with the investment laws . Once the IRC is issued, the NewCo must also provide the IRC to the bank at which its investment capital account is maintained as a supplemental document.
The opening and closing of investment capital accounts generally remain subject to the State Bank of Vietnam’s regulations on the opening and use of payment accounts at payment service providers. Circular 38 does not prescribe a single documentary checklist applicable to all banks. Instead, each licensed bank is required to issue and publicly disclose its internal requirements on the documents, sequence and procedures for opening and using investment capital accounts. Accordingly, the specific documentary requirements may vary from bank to bank.
2. Restrictions on the use of an investment capital account before obtaining an IRC
2.1. Permitted use before the IRC is issued
The fact that a NewCo may open and receive funds into an investment capital account before obtaining an IRC does not mean that the account may immediately be used for the full range of investment-related transactions. During the pre-IRC period, the account may only be used to:
i. receive charter capital contributions;
ii. receive interest accruing on the account balance;
iii. pay lawful expenses relating to investment preparation activities in Vietnam; and
iv. refund capital where the IRC is not issued or adjusted.
With respect to investment preparation expenses, before the relevant investment or enterprise documents are issued, a foreign investor may remit funds to pay lawful expenses relating to investment preparation activities. However, once the NewCo has been established and has opened a pre-IRC investment capital account, funds used for investment preparation activities must be transferred through that investment capital account. This provides a clearer cut-off for the organization of investment cash flows, linking such funds to the NewCo’s investment capital account once a pre-IRC account has been opened.
2.2. Permitted use after the IRC is issued
Once the IRC is issued or adjusted, the NewCo is not required to close the existing account and open a new one. The existing account may continue to be used for the broader range of permitted credit and debit transactions under Circular 38, depending on whether the relevant investment capital account is denominated in foreign currency or Vietnamese dong.
Such transactions may include, depending on the type of account and the nature of the transaction, the receipt of capital contributions, payments relating to transfers of capital or investment projects, transactions relating to foreign loans, remittances for investment activities, and other lawful receipts and payments relating to the investment activities.
Where the NewCo wishes to receive capital contributions in additional foreign currencies, it may, after the IRC is issued or adjusted, open an additional investment capital account corresponding to each relevant foreign currency.
3. Investment capital account holders
Circular 38 continues to identify foreign-invested economic entities as one category of investment capital account holders, including:
i. an economic entity established by a foreign investor or a member enterprise in accordance with the investment laws and other relevant laws;
ii. an economic entity in which a foreign investor or a member enterprise is a member or shareholder holding more than 50% of the charter capital through capital contribution or the acquisition of shares or stakes; and
iii. a PPP project enterprise established by a foreign investor.
In these cases, the economic entity in Vietnam itself is the holder of the investment capital account.
Circular 38 also specifies certain cases where the investor or other entity directly carrying out the investment is itself the account holder, including:
i. a foreign investor or member enterprise participating in a Business Cooperation Contract (“BCC”);
ii. a foreign investor directly implementing a PPP project without establishing a PPP project enterprise; and
iii. a contractor that is a foreign investor in petroleum activities.
Disclaimer:
The article cannot and does not contain any legal advice. The information is provided for general informational purposes only and is not a substitute for professional advice.
Accordingly, before taking any actions based upon such information, I encourage you to consult with the appropriate professionals. The use or reliance on any information contained in this article is solely at your own risk.
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