The State Bank of Vietnam issued Circular 38/2026/TT-NHNN on 31 July 2026, and it takes effect on 18 August 2026. It replaces Circular 06/2019/TT-NHNN and addresses the launch of Vietnam’s International Financial Center and a number of practical difficulties investors and banks had encountered under the previous framework. The key changes are set out below.
Broader scope. The Circular now covers capital flowing from the International Financial Center into the rest of Vietnam under Decree 329/2025/ND-CP, in addition to conventional foreign direct investment. Securities investment and trading on the stock exchange under Clause 3, Article 73 of Decree 96/2026/ND-CP remain outside its scope, as does anything involving listed public companies.
New categories of regulated parties. IFC member enterprises and foreign petroleum contractors are each treated as a distinct category under the Circular, rather than being addressed by analogy to FDI enterprises as before.
Terminology. The “direct investment capital account” is renamed the “foreign investment capital account in Vietnam,” and the “FDI enterprise” becomes an “economic organization with foreign investment capital.” The Circular also introduces two new defined terms, “member bank” (a bank established in the IFC) and “own foreign currency,” both of which are used substantively in later provisions. This terminology is to be applied retroactively across prior SBV circulars that use the old terms.
Account-opening. Investors may now open a foreign currency account and/or a Vietnamese dong account at the same licensed bank, without the previous requirement to open the foreign currency account first. Where a foreign investor establishes the entity before the Investment Registration Certificate is issued, that entity may open its investment capital account in advance, subject to limited permitted uses until the certificate is granted.
Timing of capital contributions. Funds may now be remitted to contribute capital, or to change the contribution ratio, before the entity completes registration of the increased charter capital, addressing a timing gap under the previous rules. Multi-currency contributions are subject to a clear conversion rule, and petroleum contractors are given an explicit right to purchase foreign currency to fund their contributions.
Expanded permitted transactions. Both the foreign currency and Vietnamese dong account provisions add a number of new permitted debits and credits tied to the IFC structure, including capital and profit transfers into a member enterprise’s account at a member bank, refunds of capital contributed early, domestic petroleum sales revenue, and profit remittances in Vietnamese dong abroad or into payment accounts.
Currency of settlement on transfers. Settlement between resident and non-resident investors on capital or project transfers must generally still be made in Vietnamese dong. An exception applies to transfers of petroleum project interests, or a contractor’s participating rights and obligations, between a foreign petroleum investor and a resident investor, which may now be valued and settled in foreign currency.
Obligations of licensed banks. Licensed banks must adopt internal policies requiring every payment order to state the amount and purpose of the transfer, and must comply with anti-money laundering and counter-terrorist and proliferation financing rules. Banks must also be able to issue authenticated electronic confirmations of account balances and transaction history on request.
Transitional period. Foreign petroleum investors already operating in Vietnam may continue using their existing payment accounts, but must complete the transition to an investment capital account within 12 months of the effective date. The same 12-month deadline applies to any party already required to close an investment capital account under the previous rules but that had not yet done so. An economic organization that opened a payment account to receive charter capital before the effective date may transfer that balance into its new investment capital account.
Effective date and repeals. Circular 38/2026/TT-NHNN takes effect on 18 August 2026 and replaces Circular 06/2019/TT-NHNN in full. It repeals Clauses 3 and 4 of Article 11 of Circular 03/2025/TT-NHNN, and amends Circular 16/2014/TT-NHNN (as amended) to add new permitted credit entries under the new account regime.
Practical implications. The IFC integration and the new petroleum contractor category represent the most significant structural changes. The more operational changes – flexible account currency sequencing, earlier capital funding, and stricter bank transparency requirements – are likely to affect day-to-day account-opening and remittance work sooner. Clients with an active IFC structure, a petroleum joint venture, or an FDI entity in the process of registration should have their foreign exchange account documentation reviewed against the Circular.
This note summarizes the principal changes and is not exhaustive. Specific transactions should be checked against the full text of Circular 38/2026/TT-NHNN and related legislation.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
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