Foreign investment in Vietnam: Can investors open an investment capital account and transfer capital contributions before obtaining an Investment Registration Certificate?

Answer:

This is an extremely common obstacle for foreign investors when establishing initial capital flows in Vietnam. Commencing on August 18, 2026, Circular No. 38/2026/TT-NHNN of the State Bank of Vietnam officially took effect and fully replaced Circular No. 06/2019/TT-NHNN. The new Circular has introduced breakthrough reforms to thoroughly resolve this practical obstacle for enterprises. Specifically as follows:

1. Permitted to open investment capital accounts and receive capital prior to the issuance of the Investment Registration Certificate (IRC)

Previously, Circular No. 06/2019/TT-NHNN did not permit the opening of a direct investment capital account prior to the availability of the IRC, preventing enterprises from lawfully receiving charter capital. Commencing on August 18, 2026, in cases where a foreign investor establishes an economic organization prior to carrying out the procedures for issuance or adjustment of the IRC, such economic organization may immediately open 01 foreign currency investment capital account and/or 01 account in Vietnamese Dong at the same 01 permitted bank prior to the issuance of the IRC. This account shall only be used for the following limited purposes:

– Receipt of charter capital and interest from the account balance;

– Payment of lawful expenses related to investment preparation activities in Vietnam;

– Refund of capital to investors if the IRC is not issued or adjusted.

Legal basis: clause 3 Article 7 of Circular No. 38/2026/TT-NHNN.

2. Permitted to transfer capital contributions prior to carrying out the procedures for registration of charter capital increase

Previously, FDI enterprises were only permitted to contribute capital strictly in accordance with the amount recorded on the current IRC/ERC, with no exceptions. However, Circular No. 38/2026/TT-NHNN currently permits investors and member enterprises to transfer funds into the investment capital account to effect capital contributions or change capital contribution portions or capital contribution ratios prior to the economic organization carrying out the procedures for registration of charter capital increase or changes in capital contribution portions at the competent State authority.

Legal basis: clause 1 and clause 5 Article 4 of Circular No. 38/2026/TT-NHNN.

3. Responsibilities for supplementing documents and ensuring cash flow transparency

To ensure legal compliance and foreign exchange management, enterprises shall note the following:

– Supplementary submission of documents: Immediately after the competent authority issues or adjusts the IRC, the Enterprise Registration Certificate (ERC), or equivalent documents, the enterprise shall be responsible for immediately supplementing such documents to the bank where the capital account is opened.

– Clear indication of remittance contents and purposes: Each payment order of the investor shall honestly declare and clearly indicate the specific amount and transaction purpose (such as payment of charter capital, payment of investment preparation expenses…) in accordance with the internal regulations of the bank.

– New account nomenclature: The phrase “direct investment capital account” is now uniformly renamed as “foreign investment capital account in Vietnam“.

Legal basis: clause 2 Article 14, clause 2 and clause 3 Article 15, and clause 5 Article 18 of Circular No. 38/2026/TT-NHNN.

5. Our advice includes

– Strict document preparation plan: Opening an account prior to the availability of the IRC helps the enterprise resolve the investment preparation cash flow problem extremely effectively. However, the enterprise shall retain all vouchers of investment preparation expenses (invoices, office lease agreements, machinery survey expenses…) to present to the bank when carrying out procedures to convert a portion or the entirety of the received amount into capital contribution or to refund the same if necessary.

– Prohibition of all cash capital contribution transactions: The enterprise shall note that making capital contributions in cash is strictly prohibited. Capital contributions shall mandatorily be made via bank transfer into the opened investment capital account.

If you require further advice on foreign investment matters, please contact SB Law for professional and in-depth assistance.