Circular No. 03/2025/TT-NHNN on opening and using VND accounts for conducting foreign indirect investment activities in Vietnam

CIRCULAR

Regulations on opening and using Vietnamese dong accounts to implement

foreign direct investment activities in Vietnam

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Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Information Technology dated June 29, 2006All credit institutions January 18 December 2024;

Pursuant to the Securities Law dated November 26, 2019; the Law Amending and Supplementing Certain Provisions of the Securities Law, Accounting Law, Independent Auditing Law, State Budget Law, Management and Use of Public Assets Law, Tax Administration Law, Personal Income Tax Law, National Reserve Law, Administrative Violation Handling Law dated November 29, 2024;

Pursuant to the Foreign Exchange Decree dated December 13, 2005; The Decree Amending and Supplementing Certain Provisions of the Foreign Exchange Decree dated March 18, 2013;

Pursuant to the Government's Decree No. 70/2014/NĐ-CP dated July 1, 2014 detailing the implementation of certain provisions of the Foreign Exchange Decree and the Decree Amending and Supplementing Certain Provisions of the Foreign Exchange Decree;CP dated July 24

of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;/2025Decree No. 24/2023/ND-CP of December February 2025 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Department Director of the Department of Foreign Exchange Management;

The Governor of the State Bank of Vietnam promulgates Circular regulating the opening and use of Vietnamese dong accounts to implement foreign direct investment activities in Vietnam.

Article 1. Scope of Regulation

Article 1. This Circular regulates the opening and use of Vietnamese dong accounts for implementing indirect foreign investment and other lawful capital transfer transactions related to indirect foreign investment activities in Vietnam by non-resident foreign investors.

Article 2. Transactions related to income and expenditure concerning indirect foreign investment activities in Vietnam by resident foreign investors shall be conducted through Vietnamese dong settlement accounts in accordance with relevant laws.

Article 2. Applicability

1. Foreign investors include organizations established under foreign law and non-residents with foreign nationality conducting indirect foreign investment activities in Vietnam.

2. Banks and foreign bank branches permitted to operate and provide foreign exchange services (hereinafter referred to as permitted banks).

Other organizations and individuals related to indirect foreign investment activities in Vietnam.

Article 3. General Principles

1. Indirect foreign investment activities in Vietnam shall be carried out in accordance with laws on investment, securities, and relevant laws.

2. All transactions related to income and expenditure concerning indirect foreign investment activities in Vietnam by foreign investors must be conducted through indirect investment accounts, which are Vietnamese dong settlement accounts opened by foreign investors at permitted banks.

3. The opening and use of indirect investment accounts by foreign investors shall be implemented in accordance with this Circular. Matters not covered in this Circular regarding the opening and use of accounts shall be implemented in accordance with laws on the opening and use of settlement accounts.

4. The rights and obligations of permitted banks and foreign investors in the opening and use of indirect investment accounts shall be carried out in accordance with Articles 7 and 8 of this Circular and laws on the opening and use of settlement accounts.

5. The balance on indirect investment accounts of foreign investors may not be transferred to fixed-term deposits or savings deposits.

6. Foreign investors may not open joint indirect investment accounts (with two or more parties named on the account) to conduct indirect foreign investment activities in Vietnam.

7. Payment orders related to indirect foreign investment activities in Vietnam by foreign investors must clearly state the purpose of the transfer so that permitted banks have a basis for comparison, inspection, retention of documentation, and execution of transactions.

Article 4. Transactions must be conducted using indirect investment accounts

The following foreign indirect investment transactions in Vietnam must be conducted by opening and using indirect investment accounts as prescribed in this Circular:

1. Buying and selling securities on the Vietnamese securities market and buying and selling other negotiable instruments.

2. Contributing capital, purchasing shares, or equity stakes in unlisted enterprises that do not fall under the category of opening direct investment capital accounts as stipulated in Circular No. 06/2019/TT-NHNN dated June 26, 2019, issued by the Governor of the State Bank of Vietnam guiding foreign direct investment management in Vietnam and subsequent amendments and supplements (if any).

3. Entrusting investments in Vietnamese dong through fund management companies and other organizations permitted to conduct entrusted investment business according to the law.

4. Buying and selling other types of securities as prescribed by the Securities Law.

Article 5. Opening Indirect Investment Accounts

1. Foreign investors may only open 01 (one) indirect investment account (except for cases specified in Clause 2 of this Article) at 01 (one) authorized bank to carry out transactions related to foreign indirect investment activities in Vietnam.

2. Foreign investors conducting foreign indirect investment activities in Vietnam may open additional indirect investment accounts corresponding to the securities trading codes granted at 01 (one) authorized bank in the following cases:

a) Foreign investors who are foreign securities companies may open 02 (two) indirect investment accounts corresponding to 02 (two) securities trading codes granted: 01 (one) indirect investment account for their proprietary trading activities and 01 (one) indirect investment account for their securities brokerage activities.

b) Foreign investors who are foreign investment funds or foreign organizations managed by multiple foreign fund management companies may open additional indirect investment accounts corresponding to the securities trading codes granted, where each investment portfolio managed by a foreign fund management company opens 01 (one) indirect investment account corresponding to 01 (one) securities trading code granted; investment portfolios self-managed by the investment fund or foreign organization with a separate securities trading code granted may open 01 (one) indirect investment account corresponding.

c) Foreign investors who are foreign government investment organizations or foreign investors who are investment or financial organizations belonging to international financial organizations of which Vietnam is a member may open additional indirect investment accounts corresponding to the securities trading codes granted, where each investment portfolio deposited with a depositary bank with a securities trading code granted may open 01 (one) indirect investment account corresponding.

3. In cases where foreign investors are allowed to open additional indirect investment accounts corresponding to the securities trading codes granted as stipulated in Clause 2 of this Article, foreign investors shall submit documents proving that they have been granted securities trading codes by competent Vietnamese authorities according to the Securities Law.

4. For applications to open indirect investment accounts to conduct investments on the Vietnamese securities market, in cases where documents, information, and data are in a foreign language or issued by foreign competent authorities, the following procedures shall apply:

a) Documents must be notarized or certified in accordance with Vietnamese or foreign laws within 12 months from the date the authorized bank receives the application.

b) Authorized banks may agree with customers on whether to translate documents into Vietnamese or not, but must ensure the following principles:

(i) Authorized banks must verify and control the contents of foreign-language documents to ensure they meet all required information as provided in this Circular;

(ii) Foreign-language documents must be translated when requested by competent authorities; translations must be confirmed by authorized bank officials or must be notarized or certified.

5. If foreign investors wish to open indirect investment accounts at another authorized bank, they must transfer the entire balance from the currently used indirect investment account to the new indirect investment account and close the currently used indirect investment account. The new indirect investment account can only be used to conduct transactions as specified in Article 6 of this Circular after closing and settling the previously opened indirect investment account.

Article 6. Use of Indirect Investment Accounts

Indirect investment accounts shall be used to conduct transactions related to foreign indirect investment activities in Vietnam as follows:

1. Income:

a) Income from selling foreign currency to authorized banks;

b) Income from transferring equity contributions, shares, selling securities and other negotiable instruments; receiving dividends, interest, profits from securities and negotiable instruments denominated in Vietnamese dong; profit distribution from equity contribution, share purchase, and equity contribution participation in foreign indirect investment activities in Vietnam;

c) Transferred income from the Vietnamese dong-denominated settlement account of foreign investors opened at authorized banks (excluding indirect investment accounts);

d) Transferred income from the accounts of fund management companies and other authorized organizations conducting entrusted investment services for foreign investors in accordance with the law (applicable when foreign investors carry out indirect investments in Vietnam through entrusted investment);

đ) Transferred income from interest and lawful revenues when executing transactions to purchase stocks without requiring sufficient funds at the time of placing orders by foreign organizational investors in accordance with current securities laws;

e) Transferred income from deposits and collateral for executing foreign indirect investment transactions stipulated in Article 4 of this Circular including: (i) Receiving money to execute deposit and collateral transactions; (ii) Receiving refunds of deposits and collateral for foreign investors in accordance with the law and agreements between the parties;

g) Transferred income from old indirect investment accounts (applicable in cases where foreign investors have the need to open indirect investment accounts at another authorized bank as stipulated in Clause 5, Article 5 of this Circular).

2. Expenditure:

a) Expenditure for equity contribution, share purchase, equity contribution, securities, and other negotiable instruments;

b) Expenditure for purchasing foreign currency from authorized banks to transfer capital, profits, and lawful revenues abroad;

c) Transferred expenditure to the Vietnamese dong-denominated settlement account of foreign investors opened at authorized banks (excluding indirect investment accounts);

d) Transferred expenditure to the accounts of fund management companies and other authorized organizations conducting entrusted investment services for foreign investors in accordance with the law (applicable when foreign investors carry out indirect investments in Vietnam through entrusted investment);

đ) Expenditure for settling losses and other expenses incurred when executing transactions to purchase stocks without requiring sufficient funds at the time of placing orders by foreign organizational investors in accordance with current securities laws;

e) Expenditure for fees, charges, taxes, administrative fines, and costs related to foreign indirect investment transactions stipulated in Article 4 of this Circular;

g) Transferred expenditure for deposits and collateral related to foreign indirect investment transactions stipulated in Article 4 of this Circular including:

(i) To execute deposit and collateral transactions;

(ii) Transfer to the Vietnamese dong-denominated settlement account of foreign investors or spend on purchasing foreign currency to transfer abroad to foreign investors the deposit and collateral amounts transferred to Vietnam but refunded according to the law and agreements between the parties;

h) Transferred expenditure to new indirect investment accounts (applicable in cases where foreign investors have the need to open indirect investment accounts at another authorized bank as stipulated in Clause 5, Article 5 of this Circular).

Article 7. Obligations of permitted banks

1. Check and retain documents and vouchers consistent with actual transactions to ensure that foreign exchange services are carried out for their intended purposes and in compliance with legal regulations. Bear legal responsibility for the completeness and validity of account opening documentation for indirect investment accounts.

2. Issue internal regulations regarding documentation, procedures, and formalities for opening and using indirect investment accounts, publicly announce them so that foreign investors are aware and can comply. Minimum internal regulations must include the following contents:

a) Regulations on documentation, procedures, and formalities for opening indirect investment accounts;

b) Regulations on agreements for opening and using indirect investment accounts;

c) Regulations on the use of indirect investment accounts;

d) Regulations on handling inquiries and complaints, including complaint inquiry request forms;

e) Regulations on risk management in the process of opening and using indirect investment accounts in accordance with Articles 5 and 6 of this Circular.

3. Permitted banks shall bear full legal responsibility when implementing the opening, closing, and conducting transactions of receipts and payments on indirect investment accounts for foreign investors.

4. Comply with legal regulations on anti-money laundering and counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction.

5. Strictly adhere to and guide customers to strictly follow the regulations on opening and using indirect investment accounts stipulated in this Circular and other relevant legal provisions.

Article 8. Obligations of foreign investors

1. Adhere to the provisions of this Circular, Vietnamese laws on investment, securities, anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction, and other relevant legal provisions.

2. Truthfully and fully declare transaction contents related to foreign indirect investment activities in Vietnam. Provide documentation, materials, information, and data according to the regulations of permitted banks when opening and using indirect investment accounts. Bear legal responsibility for the authenticity, validity, and legality of the provided documentation, materials, information, and data to permitted banks.

Article 9. Responsibilities of State Bank Branches in Various Regions

1. Guide organizations and individuals within their jurisdiction to fully comply with the provisions of this Circular.

2. Inspect, check, and supervise the implementation of regulations related to the opening and use of indirect investment accounts as stipulated in this Circular according to their authority. Implement penalties for violations according to legal provisions.

3. Coordinate with relevant agencies and organizations to manage foreign exchange for foreign indirect investment activities in Vietnam within their jurisdiction according to legal provisions.

Article 10. Reporting System

1. Permitted banks shall implement periodic reports according to the current reporting and statistical system regulations of the State Bank of Vietnam.

2. In case of emergencies or when necessary, foreign investors and permitted banks shall report relevant contents according to the requirements of the State Bank of Vietnam.

Article 11. Implementation Provisions

1. This Circular takes effect from June 16, 2025.

2. Circular No. 05/2014/TT-NHNN dated March 12, 2014, issued by the Governor of the State Bank of Vietnam guiding the opening and use of indirect investment capital accounts to carry out foreign indirect investment activities in Vietnam shall cease to be effective from the date this Circular comes into force.

3. This Circular replaces the phrases in Circular No. 06/2019/TT-NHNN dated June 26, 2019, issued by the Governor of the State Bank of Vietnam guiding foreign exchange management for foreign direct investment activities in Vietnam as follows:

a) Replace the phrase "foreign investor holding 51% or more of the charter capital" with the phrase "foreign investor holding over 50% of the charter capital" at Point b Clause 2 Article 3;

b) Replace the phrase "the proportion of shares or contribution capital of the foreign investor in this enterprise decreases below 51%" with the phrase "the proportion of shares or contribution capital of the foreign investor in this enterprise is equal to or less than 50%" at Point a Clause 6 Article 5.

4. Within the latest period of 12 months from the date this Circular takes effect, enterprises with foreign investors holding shares or contribution capital above 50% but below 51% of the charter capital must open a direct investment capital account according to Circular No. 06/2019/TT-NHNN dated June 26, 2019, issued by the Governor of the State Bank of Vietnam guiding foreign exchange management for foreign direct investment activities in Vietnam and any subsequent amendments, supplements, or replacements (if any).

During the transition period, foreign investors (who have contributed capital to enterprises with a shareholding or contribution ratio of foreign investors from over 50% to under 51% through indirect investment capital accounts previously) may continue to use existing indirect investment capital accounts to conduct transactions related to capital contributions, purchasing shares, or contribution capital in the aforementioned enterprises.

5. Foreign investors who are foreign securities companies, foreign investment funds, organizations managed by multiple foreign fund management companies, government investment organizations, or international financial organizations where Vietnam is a member and wish to open additional new indirect investment accounts according to Clause 2 Article 5 of this Circular may transfer balances from indirect investment accounts opened before the effective date of this Circular to one or more new indirect investment accounts. The transfer of balances to one new indirect investment account shall be done once.

Article 12. Implementation Organization

Heads of relevant units under the State Bank of Vietnam, permitted foreign banks operating in Vietnam, and related organizations and individuals are responsible for implementing this Circular.