Circular No. 12/2016/TT-NHNN guiding foreign exchange management for outbound investment activities

CIRCULAR

GUIDELINES ON FOREIGN EXCHANGE MANAGEMENT FOR FOREIGN INVESTMENT ACTIVITIES

On the basis of Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

On the basis of Law on Credit Institutions No. 47/2016/QH12 dated June 16, 2010;

On the basis of Investment Law No. 67/2014/QH13 dated November 26, 2014;

On the basis of Foreign Exchange Ordinance No. 28/2005/PL-UBTVQH11 dated December 13, 2005 and Ordinance No. 06/2013/PL-UBTVQH13 dated March 18, 2013 amending and supplementing certain provisions of Foreign Exchange Ordinance No. 28/2005/PL-UBTVQH11 dated December 13, 2005;

Decree No. Decree No. 83/2015/NĐ-CP dated September 25, 2015 of the Government on foreign investment;

Decree No. Decision No. 156/2013/NĐ-CP dated November 11, 2013, of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

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

The Governor of the State Bank of Vietnam issues this Circular to guide foreign exchange management for foreign investment activities.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates the opening and use of foreign currency investment capital accounts and Vietnamese dong investment capital accounts; registration and change registration of foreign exchange transactions related to foreign investment activities; transferring foreign currency abroad before obtaining the Certificate of Registration for Foreign Investment issued by the investor; transferring profits, legitimate income, and foreign investment capital back to Vietnam.

2. Foreign exchange management regulations for foreign investment activities in the oil and gas sector and foreign investment activities under the form prescribed in Point d Clause 1 Article 52 of the Investment Law shall be implemented according to separate regulations of the Government and guidelines of the State Bank of Vietnam (hereinafter referred to as the State Bank).

Article 2. Applicability

1. Investors as prescribed in Clause 1 Article 2 of Decree No. 83/2015/NĐ-CP dated September 25, 2015 of the Government on foreign investment (hereinafter referred to as Decree No. 83/2015/NĐ-CP).

2. Other organizations and individuals related to foreign investment activities.

Article 3. Explanation of Terms

In this Circular, the following terms are understood as follows:

1. Authorized credit institutions are credit institutions and branches of foreign banks authorized to operate and provide foreign exchange services according to the regulations of the State Bank.

2. Foreign investment capital account is a foreign currency payment account or Vietnamese dong payment account opened by the investor at an authorized credit institution in Vietnam to conduct transactions as specified in this Circular (hereinafter referred to as the foreign investment capital account).

3. Pre-investment foreign currency account is a foreign currency payment account opened by the investor at an authorized credit institution in Vietnam to transfer foreign currency abroad before obtaining the Certificate of Registration for Foreign Investment to meet costs for establishing foreign investment projects according to Clause 2 Article 19 of Decree No. 83/2015/NĐ-CP (hereinafter referred to as the pre-investment foreign currency account).

4. Registration of foreign exchange transactions related to foreign investment activities is the process where investors register with the State Bank information about the investor, investment capital, foreign investment capital account opened at an authorized credit institution to implement foreign investment activities and the progress of transferring investment capital abroad in accordance with this Circular.

5. Change registration of foreign exchange transactions related to foreign investment activities is the process where investors register changes with the State Bank when there are changes related to the investor, investment capital, foreign investment capital account, and the progress of transferring investment capital abroad compared to the content confirmed in the registration of foreign exchange transactions related to foreign investment activities by the State Bank.

6. Confirmation of registration of foreign exchange transactions related to foreign investment activities is the process where the State Bank confirms in writing that the investor has registered foreign exchange transactions related to foreign investment activities in accordance with this Circular.

7. Confirmation of change registration of foreign exchange transactions related to foreign investment activities is the process where the State Bank confirms in writing that the investor has registered changes to foreign exchange transactions related to foreign investment activities in accordance with this Circular.

Article 4. Currency for transferring foreign investment capital

The currency for transferring foreign investment capital includes:

1. Foreign currency.

2. Vietnamese dong in cases where foreign investment capital is transferred to a receiving country or territory with which Vietnam has signed bilateral or multilateral agreements allowing the use of Vietnamese dong in settlement transactions and transfers.

Chapter II
ESTABLISHING AND USING FOREIGN INVESTMENT CAPITAL ACCOUNTS

Article 5. Principles for establishing and using foreign investment capital accounts

1. After obtaining the Certificate of Registration for Overseas Investment, the investor must open one foreign investment capital account denominated in one type of foreign currency suitable for transferring overseas investment capital at one permitted credit institution and register foreign exchange transactions related to overseas investment activities with the State Bank of Vietnam in accordance with Chapter III of this Circular, except in the case provided for in Clause 2 of this Article.

3. Investors with multiple overseas investment projects must open separate foreign investment capital accounts for each project.

4. In cases where an overseas investment project involves multiple investors, each investor must open a separate foreign investment capital account to transfer capital abroad within the total investment amount and contribution ratio specified in the Certificate of Registration for Overseas Investment issued by the competent authority of Vietnam.

5. In cases where there is a change in the denomination of the foreign investment capital account or a change in the permitted credit institution where the foreign investment capital account is opened, the investor shall carry out the following steps:

a) Open a foreign investment capital account denominated in another type of foreign currency or at another permitted credit institution;

b) Register changes in foreign exchange transactions related to overseas investment activities with the State Bank of Vietnam in accordance with Chapter III of this Circular;

c) Within five working days from the date the State Bank of Vietnam confirms the registration of the change in the foreign investment capital account, the investor must transfer the entire balance of the currently used foreign investment capital account to the new foreign investment capital account. After this period, the permitted credit institution where the investor currently uses the foreign investment capital account will not allow the investor to use this account to conduct the receipt and payment transactions specified in Articles 6 and 7 of this Circular;

d) The foreign investment capital account denominated in another type of foreign currency or at another permitted credit institution can only be used to conduct the receipt and payment transactions specified in Articles 6 and 7 of this Circular after completing the procedures set forth in points a, b, and c of this clause.

6. After confirmation of the registration of foreign exchange transactions by the State Bank of Vietnam, all receipt and payment transactions specified in Articles 6 and 7 of this Circular must be conducted through the foreign investment capital account.

7. Procedures for opening and closing foreign investment capital accounts shall be carried out in accordance with the regulations of the State Bank of Vietnam on the establishment and use of settlement accounts at service providers.

Article 6. Transactions for receiving and paying on foreign currency investment capital accounts

1. Receipt transactions:

a) Receiving transfers from the foreign currency account of the investor;

b) Receiving foreign currency purchased from authorized credit institutions in accordance with the provisions of the law;

c) Receiving profits and other lawful income transferred back to the country from overseas investment activities;

d) Receiving repatriated investment capital to Vietnam in cases of transferring investment capital abroad, reducing investment capital, liquidating, or terminating overseas investment activities;

đ) Receiving principal and interest of loans made by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of the law;

e) Recovering debts from the guarantor related to guarantees provided by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of the law;

g) Other receiving transactions related to overseas investment activities;

2. Payment transactions:

a) Transferring investment capital abroad;

b) Lending to the same legal entity implementing the overseas investment project in accordance with the provisions of Vietnamese law;

c) Fulfilling guarantee obligations related to guarantees provided by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of Vietnamese law;

d) Selling foreign currency to authorized credit institutions;

đ) Transferring funds into the foreign currency account of the investor;

e) Other payment transactions related to overseas investment activities;

Article 7. Transactions for receiving and paying on Vietnamese dong investment capital accounts

1. Receipt transactions:

a) Receiving transfers from the Vietnamese dong account of the investor;

b) Receiving principal and interest of loans made by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of the law;

c) Recovering debts from the guarantor related to guarantees provided by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of the law;

d) Receiving profits and other lawful income transferred back to the country from overseas investment activities;

đ) Receiving repatriated investment capital from abroad in cases of transferring investment capital abroad, reducing capital, liquidating, or terminating overseas investment activities;

e) Other receiving transactions in Vietnamese dong related to overseas investment activities;

2. Payment transactions:

a) Transferring investment capital in Vietnamese dong abroad;

b) Transferring funds into the Vietnamese dong account of the investor;

c) Lending to the same legal entity implementing the overseas investment project in accordance with the provisions of Vietnamese law;

d) Fulfilling guarantee obligations related to guarantees provided by the investor to the same legal entity implementing the overseas investment project in accordance with the provisions of Vietnamese law;

đ) Other payment transactions in Vietnamese dong related to overseas investment activities;

Chapter III
REGISTRATION AND CHANGE REGISTRATION OF FOREIGN EXCHANGE TRANSACTIONS RELATED TO OVERSEAS INVESTMENT ACTIVITIES

Article 8. Authority to confirm registration and change registration of foreign exchange transactions related to overseas investment activities

1. The State Bank shall confirm registration and change registration of foreign exchange transactions related to overseas investment activities for investors who are credit institutions.

2. The State Bank branch in the province or city where the investor is not a credit institution with its main office or where the individual investor is registered to reside or where another investor is registered to operate shall confirm registration and change registration of foreign exchange transactions related to overseas investment activities for investors who are not credit institutions.

3. In cases where changes related to the investor implementing the project lead to changes in the authority responsible for confirming registration and change registration of foreign exchange transactions related to overseas investment activities, the initial authority confirming registration and change registration of foreign exchange transactions related to overseas investment activities shall be responsible for:

a) Serving as the point of contact for receiving applications for changing foreign exchange transactions related to overseas investment activities from the investor;

b) Within seven working days from the date of receipt of the application for changing foreign exchange transactions related to overseas investment activities from the investor, transferring the original application for registration change and copies of the registration and changed registration documents (if any) to the authority specified in Clause 1 and Clause 2 of this Article for further processing within the time limit stipulated in Clause 2 and Clause 3 of Article 13 of this Circular, while notifying the investor about the transfer of the application for changing foreign exchange transactions related to overseas investment activities to the new authority.

Article 9. Documents for Registering Foreign Exchange Transactions Related to Overseas Investment Activities

Documents for registering foreign exchange transactions related to overseas investment activities include:

1. Application form for registering foreign exchange transactions related to overseas investment activities (in accordance with Appendix No. 01 issued together with this Circular).

2. A copy issued from the original book or a certified copy or a copy accompanied by the original for verification of the Investment License or Certificate of Overseas Investment or Certificate of Registration of Overseas Investment issued by the competent authority of Vietnam. In case the applicant submits a copy accompanied by the original for verification, the verifier shall be responsible for confirming the accuracy of the copy compared to the original.

3. A copy in a foreign language, a Vietnamese translation (with confirmation from the investor regarding the accuracy of the copy and the translation) of the approval or permit document for investment issued by the competent authority of the receiving country or documentation proving the right to conduct investment activities in the receiving country in accordance with the laws of the receiving country.

4. The original document confirming by the authorized credit institution that the investor's investment capital account has been opened, specifying the account number and type of foreign currency.

5. The original document confirming by the authorized credit institution the amount of capital the investor has transferred abroad before obtaining the Certificate of Registration of Overseas Investment to meet the costs for forming the overseas investment project according to the law for cases where investment capital was transferred abroad before obtaining the Certificate of Registration of Overseas Investment.

6. An explanation document regarding the need to transfer investment capital abroad in Vietnamese dong for cases where investment capital is transferred abroad in Vietnamese dong.

Article 10. Procedure for Implementing the Registration of Foreign Exchange Transactions Related to Overseas Investment Activities

1. The investor must register foreign exchange transactions related to overseas investment activities with the State Bank:

a) After having obtained the Investment Registration Certificate from the competent authority and the Investor’s Investment Registration Certificate remains valid according to the law;

b) After the overseas investment activity has been approved or licensed by the competent authority of the receiving country, or after the investor has been provided with documentation proving the right to conduct investment activities in the receiving country in accordance with the laws of that country;

c) After opening an investment capital account at a permitted credit institution in accordance with Article 5 of this Circular and before transferring investment capital abroad.

2. The investor shall submit directly or by post one set of registration documents for foreign exchange transactions related to overseas investment activities as stipulated in Article 9 of this Circular to the competent authority as specified in Article 8 of this Circular.

3. In cases where the documents are incomplete or invalid, within five working days from the date of receipt of the documents, the State Bank shall issue a written request for the investor to supplement the documents.

4. The State Bank shall be responsible for confirming or refusing to confirm the registration of foreign exchange transactions related to overseas investment activities within ten working days from the date of receipt of complete and valid documents from the investor.

5. In case of refusal to confirm the registration of foreign exchange transactions related to overseas investment activities of the investor, the State Bank shall issue a written notification specifying the reasons.

Article 11. Cases of Registration and Notification of Changes in Foreign Exchange Transactions Related to Overseas Investment Activities

1. The investor shall be responsible for registering changes in foreign exchange transactions related to overseas investment activities with the State Bank when there is a change compared to the content of the confirmation letter on the registration of foreign exchange transactions related to overseas investment activities issued by the State Bank in the following cases:

a) Change in the investor implementing the overseas investment project; change in the name of the investor; change in the address of the investor if such change alters the competent authority confirming the registration of changes in foreign exchange transactions related to overseas investment activities;

b) Change in the foreign currency account for investment capital, change in the location of opening the investment capital account;

c) Change related to an increase or decrease in investment capital in cash by the investor (except in the case of reinvesting profits from projects abroad as stipulated in Clause 1, Article 19 of this Circular);

d) Change in the schedule for transferring investment capital in cash abroad by the investor if the amount transferred abroad in a period exceeds the schedule confirmed by the State Bank.

2. Within thirty working days, the investor must notify in writing the authority confirming the registration of foreign exchange transactions related to overseas investment activities and the authorized credit institution where the investor opens the investment capital account along with a copy of the adjusted Certificate of Registration for Overseas Investment when the following changes occur:

a) Change in the address of the investor if such change does not alter the competent authority confirming the registration of changes in foreign exchange transactions related to overseas investment activities;

b) Change in the name of the overseas investment project;

c) Change in the account number except in the case specified in point b, Clause 1 of this Article.

Article 12. Documents for registering changes in foreign exchange transactions related to overseas investment activities

The documents for registering changes in foreign exchange transactions related to overseas investment activities include:

1. Application form for changing foreign exchange transactions related to overseas investment activities (in accordance with Form 02 attached hereto).

2. An original confirmation from the authorized credit institution where the investor maintains the investment capital account regarding the balance on this account; the amount transferred abroad and the amount transferred back to Vietnam at the time of the change.

3. A copy issued from the original record or a certified copy or a copy accompanied by the original for verification of the adjusted Certificate of Registration for Overseas Investment issued by the competent authority of Vietnam (applicable to the changes specified in points a and c, Clause 1 of Article 11 of this Circular). In the case where the person submitting the documents provides a copy accompanied by the original for verification, the verifier shall be responsible for confirming the accuracy of the copy compared to the original.

Article 13. Procedure for registering changes in foreign exchange transactions related to overseas investment activities

1. Investors must register changes in foreign exchange transactions related to overseas investment activities with the State Bank of Vietnam:

a) Within the latest thirty working days from the date the Ministry of Planning and Investment adjusts the Certificate of Overseas Investment Registration for the investor as stipulated in point a, Clause 1, Article 11 of this Circular;

b) After opening a foreign currency investment capital account at another permitted credit institution and before conducting any receipts or payments on the new account as stipulated in point b, Clause 1, Article 11 of this Circular;

c) After the Ministry of Planning and Investment adjusts the Certificate of Overseas Investment Registration for the investor and before implementing the change content as stipulated in point c, Clause 1, Article 11 of this Circular;

d) After the Ministry of Planning and Investment adjusts the Certificate of Overseas Investment Registration for the investor and within the latest fifteen working days from the date of transferring investment capital back to the country as stipulated in point c, Clause 1, Article 11 of this Circular;

đ) Before implementing the change content as stipulated in point d, Clause 1, Article 11 of this Circular;

2. When registering changes in foreign exchange transactions related to overseas investment activities, investors shall submit directly or via postal service one set of registration change application documents for foreign exchange transactions related to overseas investment activities as prescribed in Article 12 of this Circular to the competent authority that confirmed the foreign exchange transaction registration or the most recent foreign exchange transaction change registration confirmation authority for cases where changes have already been registered.

3. In cases where the documents are incomplete or invalid, within five working days from the date of receipt of the documents, the State Bank shall issue a written request for the investor to supplement the documents.

4. Within ten working days from the date of receiving complete and valid registration change application documents, the State Bank of Vietnam shall be responsible for confirming or refusing to confirm the registration change for the investor.

5. In case of refusal to confirm the registration change of foreign exchange transactions related to overseas investment activities of the investor, the State Bank of Vietnam shall issue a notification letter specifying the reasons.

Article 14. Effectiveness of confirmation documents for registration and registration changes of foreign exchange transactions related to overseas investment activities

1. The confirmation document for registration and registration changes of foreign exchange transactions related to overseas investment activities issued by the State Bank of Vietnam shall automatically become invalid upon the decision to terminate the effectiveness of the Certificate of Overseas Investment Registration of the investor by the Ministry of Planning and Investment. In such a case, the investor may continue to use the investment capital account to conduct profit receipt transactions, legitimate income sources, and repatriation of foreign investment to Vietnam.

2. Upon conclusion by the competent authority regarding the falsification of registration application documents for foreign exchange transactions related to overseas investment activities, the authority confirming registration and registration changes of foreign exchange transactions related to overseas investment activities as prescribed in Article 8 of this Circular shall send a notification letter to the investor and the credit institution where the investor has opened the investment capital account regarding the termination of the effectiveness and the reasons for terminating the confirmation document for registration and registration changes of foreign exchange transactions related to overseas investment activities.

Chapter IV
TRANSFERRING FOREIGN CURRENCY OUT OF THE COUNTRY BEFORE OBTAINING THE CERTIFICATE OF OVERSEAS INVESTMENT REGISTRATION

Article 15. Principles for transferring foreign currency abroad before obtaining the Certificate of Registration for Foreign Investment

1. Investors conducting foreign investment may transfer foreign currency abroad prior to obtaining the Certificate of Registration for Foreign Investment to cover costs associated with forming foreign investment projects in accordance with Clause 2, Article 19 of Decree No. 83/2015/NĐ-CP.

2. The limit on transferring foreign currency abroad prior to obtaining the Certificate of Registration for Foreign Investment shall be implemented in accordance with Clause 4, Article 19 of Decree No. 83/2015/NĐ-CP.

3. The transfer of foreign currency abroad by investors prior to obtaining the Certificate of Registration for Foreign Investment must be conducted through the pre-investment foreign currency account as stipulated in Clause 1, Article 16 of this Circular.

4. Investors are responsible for using the transferred foreign currency abroad prior to obtaining the Certificate of Registration for Foreign Investment for purposes in compliance with laws on foreign investment, foreign exchange management, and other relevant laws.

5. Investors have the responsibility to provide credit institutions with documents and certificates proving the transfer of foreign currency abroad prior to obtaining the Certificate of Registration for Foreign Investment in accordance with the purpose specified in Clause 2, Article 19 of Decree No. 83/2015/NĐ-CP.

6. The total amount transferred abroad prior to obtaining the Certificate of Registration for Foreign Investment and the amount registered for transfer abroad after obtaining the Certificate of Registration for Foreign Investment shall not exceed the total investment capital abroad in monetary terms according to the Certificate of Registration for Foreign Investment.

7. In cases where a foreign investment project involves multiple investors, the total amount transferred abroad prior to obtaining the Certificate of Registration for Foreign Investment and the amount registered for transfer abroad after obtaining the Certificate of Registration for Foreign Investment for each investor shall not exceed their respective investment capital abroad in monetary terms according to the Certificate of Registration for Foreign Investment.

8. The State Bank shall confirm the amount of foreign currency transferred abroad prior to obtaining the Certificate of Registration for Foreign Investment for investors in the registration confirmation document related to foreign exchange transactions concerning foreign investment activities.

Article 16. Principles for Opening and Using Pre-Investment Foreign Currency Accounts

1. The transfer of foreign currency abroad by investors prior to obtaining the Certificate of Registration for Foreign Investment can only be carried out through one pre-investment foreign currency account opened at one permitted credit institution.

2. After the project has been granted the Certificate of Registration for Foreign Investment, the foreign currency account specified in Clause 1 of this Article must be used as the investment capital account and must be registered with the State Bank in accordance with Chapter III of this Circular.

3. Investors who need to transfer foreign currency abroad prior to obtaining the Certificate of Registration for Foreign Investment for multiple foreign investment projects must open separate pre-investment foreign currency accounts for each project.

4. In cases where there is a change in the permitted credit institution where the pre-investment foreign currency account is opened, investors must close the existing pre-investment foreign currency account, transfer the entire balance from this account to the new account. Investors may only conduct transactions on the newly opened pre-investment foreign currency account after closing and settling the previously opened pre-investment foreign currency account.

5. Procedures for opening and closing pre-investment foreign currency accounts shall be carried out in accordance with the State Bank's regulations on opening and using settlement accounts at service providers.

6. All transactions as stipulated in Article 17 of this Circular must be conducted through the pre-investment foreign currency account.

Article 17. Transactions for receiving and paying foreign currency accounts before investment:

1. Receipt transactions:

a) Receiving transfers from the foreign currency account of the investor;

b) Receiving foreign currency purchased from authorized credit institutions in accordance with the provisions of the law;

c) Receiving transferred foreign currency back to Vietnam in cases where the investor does not use up the amount transferred abroad to cover costs for forming an overseas investment project or is refunded by the foreign party for costs incurred in forming an overseas investment project.

2. Payment transactions:

a) Paying out foreign currency abroad before obtaining the Certificate of Registration for Overseas Investment for purposes specified in Clause 2, Article 19 of Decree No. 83/2015/ND-CP;

b) Selling foreign currency to authorized credit institutions;

c) Transferring funds into the foreign currency account of the investor.

Chapter V
TRANSFERRING PROFITS, LEGAL INCOME AND CAPITAL INVESTED ABROAD BACK TO VIETNAM

Article 18. Transfer of profits, legal income, and capital invested back to Vietnam

1. Investors are responsible for transferring profits, legal income, and capital invested back to Vietnam after liquidation, termination, reduction of capital investment, or transfer of the investment project according to current laws on overseas investment.

2. Profits, capital investment, and other legal income returned to Vietnam upon liquidation, termination, reduction of capital investment, or transfer of the investment project must be transferred into the investor's capital investment account as stipulated in this Circular.

3. In cases of terminating an overseas investment project as provided for in point d, Clause 1, Article 62 of the Investment Law, prior to implementing the termination of the project and transferring all capital invested abroad to a foreign investor, the investor must notify the State Bank of Vietnam or its branch in the province or city where the foreign exchange transactions related to overseas investment are registered.

Article 19. Using profits for reinvestment in overseas projects

1. Investors who use profits from overseas investment activities to increase capital and expand overseas investment operations must complete the procedures to adjust the Certificate of Registration for Overseas Investment at the competent authority in Vietnam according to current laws on overseas investment and must submit a report to the State Bank within thirty days from the date of issuance of the adjusted Certificate of Registration for Overseas Investment.

2. In cases where profits from overseas investment projects are used to implement other overseas investment projects, investors must complete the procedures to obtain the Certificate of Registration for Overseas Investment for such projects and must register foreign exchange transactions related to overseas investment with the State Bank in accordance with Chapter III of this Circular.

Chapter VI
RESPONSIBILITIES OF THE PARTIES INVOLVED

Article 20. Responsibilities of investors

1. Comply with regulations on overseas investment, carry out capital transfers in and out of Vietnam and matters related to overseas investment as stipulated in this Circular.

2. Truthfully declare the contents of receipts and payments on capital investment accounts and foreign currency accounts before investment; Provide relevant documents and evidence related to overseas investment activities upon request and guidance from authorized credit institutions.

3. Only be allowed to transfer capital abroad after obtaining the Certificate of Registration for Overseas Investment in the type of foreign currency confirmed by the State Bank for foreign exchange transactions. The total value of registered capital investment with the State Bank shall not exceed the investor's capital investment in the type of foreign currency recorded on the Certificate of Registration for Overseas Investment.

4. Bear legal responsibility for the accuracy and truthfulness of documents and contents of registration and changes to foreign exchange transactions related to overseas investment activities as stipulated in this Circular and other relevant laws.

5. Be solely responsible for using funds in capital investment accounts and foreign currency accounts before investment in accordance with the declared purposes with authorized credit institutions and registered with the State Bank.

6. Comply with reporting systems as stipulated in Chapter VII of this Circular and other relevant laws.

Article 21. Responsibilities of permitted credit institutions

1. Guide investors to carry out procedures for opening and closing investment capital accounts and foreign currency accounts before investment, and to conduct transactions of receipt and payment on these accounts in accordance with this Circular and the State Bank of Vietnam's regulations on the establishment and use of settlement accounts.

2. Open and close investment capital accounts and foreign currency accounts before investment at the request of investors in compliance with this Circular.

3. Only transfer investment capital abroad after obtaining a Certificate of Registration for Overseas Investment upon the investor's request, when the investor presents a confirmation document for registration or change of foreign exchange transactions related to overseas investment issued by the State Bank of Vietnam in accordance with Chapter III of this Circular.

4. Examine, inspect, and retain relevant documents and vouchers that correspond to actual transactions to ensure that foreign exchange services provided to investors are carried out in accordance with their purpose and comply with legal provisions.

5. Require investors to provide appropriate documents and vouchers for examination and inspection to ensure that foreign currency transfers abroad are conducted in compliance with the purpose specified in Clause 2, Article 19 of Decree 83/2015/NĐ-CP before obtaining a Certificate of Registration for Overseas Investment.

6. Confirm the account and amount transferred abroad prior to the issuance of the Certificate of Registration for Overseas Investment by the investor for the State Bank of Vietnam to use as a basis for confirming the registration of foreign exchange transactions related to overseas investment activities.

7. Comply with reporting requirements as stipulated in Chapter VII of this Circular and other relevant legal provisions.

8. In cases where a permitted credit institution opens an investment capital account and a foreign currency account before investment at its own institution, the permitted credit institution shall be responsible for complying with the regulations on transferring investment capital abroad as set forth in this Circular.

Article 22. Responsibilities of Branches of the State Bank of Vietnam in provinces and cities

1. Receive and process registrations and changes to foreign exchange transactions related to overseas investment activities for investors within their jurisdiction as prescribed in Chapter III of this Circular; confirm registrations and changes to foreign exchange transactions related to overseas investment activities according to Model 03 and Model 04 attached to this Circular.

2. Monitor, compile, and summarize the implementation of overseas investment capital by investors within their jurisdiction to meet the requirements for reporting to the State Bank of Vietnam as stipulated in Chapter VII of this Circular.

3. Supervise and inspect compliance with current legal regulations on foreign exchange management by investors within their jurisdiction.

4. Send copies of the following documents to the State Bank of Vietnam (Department of Foreign Exchange Management) for coordination in management:

a) Confirmation documents for registration and changes to foreign exchange transactions related to overseas investment activities;

b) Documents terminating the effectiveness of confirmation documents for registration and changes to foreign exchange transactions related to overseas investment activities.

Article 23. Responsibilities of the Department of Foreign Exchange Management

1. Take the lead and coordinate with relevant units of the State Bank to handle issues related to foreign investment within the scope of this Circular.

2. Handle registration and change registration of foreign exchange transactions related to foreign investment activities for investors who are credit institutions.

Chapter VII
REPORTING SYSTEM

Article 24. Reporting requirements for permitted credit institutions

The permitted credit institution where the investor opens a capital investment account or a pre-investment foreign currency account must report on the income and expenditure from the investor's capital investment account or pre-investment foreign currency account according to the current reporting regulations of the State Bank applicable to units under the State Bank and credit institutions, including foreign bank branches.

Article 25. Reporting requirements for investors

Quarterly (no later than the 5th day of the first month of the quarter immediately following the reported quarter), investors must report on the implementation of transferring capital investments abroad (in accordance with Form No. 05 attached to this Circular) for each project that has been granted a Certificate of Registration for Overseas Investment by the competent authority to the State Bank branch in the province or city where the investor’s main office is located or where the individual investor is registered to reside or where other investors are registered to operate.

Article 26. Reporting requirements for Branches of the State Bank of Vietnam in provinces and cities

The State Bank branch in the province or city must report on the confirmation of registration and change registration of foreign exchange transactions related to foreign investment activities, and the implementation of transferring capital investments abroad by investors within its jurisdiction according to the current reporting regulations of the State Bank applicable to units under the State Bank and credit institutions, including foreign bank branches.

Article 27. Requirements for extraordinary reports

In cases of urgency or when necessary, investors, permitted credit institutions, and State Bank branches in provinces or cities shall submit reports as required by the State Bank.

Chapter VIII
IMPLEMENTING PROVISIONS

Article 28. Effective Date

1. This Circular takes effect from August 13, 2016.

2. This Circular amends Clause 1 of Article 2 of Circular No. 36/2013/TT-NHNN dated December 31, 2013 of the State Bank regarding the opening and use of foreign currency accounts for direct overseas investment activities as follows:

“1. Vietnamese investors (hereinafter referred to as "investors") include resident organizations and individuals who are allowed to carry out direct overseas investment activities in oil and gas operations in accordance with the law.”

3. For investors who have been permitted by the State Bank to open additional foreign currency accounts to transfer capital investments abroad before the issuance and effectiveness of this Circular, such investors may continue to do so until the completion or termination of their overseas investment projects.

Article 29. Implementation Organization

The Director of the Office, the Head of the Department of Foreign Exchange Management, the Heads of relevant units under the State Bank, the Governors of State Bank branches in centrally governed provinces and cities, the Chairmen of the Boards of Directors, the Chairmen of the Boards of Members, and the General Managers (Directors) of permitted credit institutions are responsible for organizing the implementation of this Circular.

ANNEX NO. 01

(Issued together with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank)

APPLICATION FOR REGISTRATION OF FOREIGN EXCHANGE TRANSACTIONS RELATED TO OVERSEAS INVESTMENT ACTIVITIES

Dear: State Bank of Vietnam (Department of Foreign Exchange Management)
send a text message State Bank of Vietnam Branch in Province/City ...

Based on Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities;

Based on the Certificate of Registration for Overseas Investment No. ... dated ...;

Based on the agreement and commitment to the progress of capital contribution to the project or the planned progress of capital contribution to the {Name of Investor};

{Name of Investor} registered with the State Bank or the State Bank branch in the province/city regarding foreign exchange transactions related to overseas investment activities as follows:

I. INFORMATION ON THE INVESTOR AND THE INVESTMENT PROJECT:

- Name of Investor: ...

- Address: ...

- Phone number: ...

- Certificate of Registration for Overseas Investment No. ... dated ...

- Permit document to establish a branch, representative office, etc., abroad No. ... dated ... {for investors who are credit institutions}

- Permit document of the receiving country No. ... dated ...

- Project Name / Contract Name:

- Location of the Project:

- Total approved investment capital according to the Certificate of Registration for Overseas Investment: ...

- Value of Investor's Capital Contribution: ..., including:

- In cash: ...

+ By other forms of capital contribution as prescribed by law (machinery; goods; retained earnings reinvested; other assets): ... {Details of forms of capital contribution}

- Amount transferred abroad before obtaining the Certificate of Registration for Overseas Investment: ...

+ Time of Transfer: ...

+ Purpose of Use: ...

+ Pre-Investment Foreign Currency Account No. ... opened at ... on ...

II. CONTENT OF REGISTRATION OF FOREIGN EXCHANGE TRANSACTIONS RELATED TO OVERSEAS INVESTMENT ACTIVITIES:

1. Investment capital in cash will be implemented through the capital investment account {Type of foreign currency} No.: ... opened at: ... on ...

2. Total registered capital to be transferred abroad:

3. Progress of transferring capital abroad:

(Details according to the value of capital contribution by form of contribution)

III. COMMITMENTS:

1. The person signing below (authorized representative of the investor) commits to being responsible for the accuracy of the information recorded in the Application for Registration of Foreign Exchange Transactions Related to Overseas Investment Activities and the accompanying documents in the above-mentioned registration file, {Name of Investor}.

2. {Name of Investor} commits to comply with the provisions of Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities and other relevant laws.

APPENDIX NO. 02

(Issued together with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank)

APPLICATION FOR REGISTRATION OF FOREIGN EXCHANGE TRANSACTIONS RELATED TO OVERSEAS INVESTMENT ACTIVITIES

Respected: State Bank of Vietnam (Currency Management Department)

send a text message State Bank of Vietnam Branch in Province/City ...

Based on Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities;

Pursuant to the Certificate of Overseas Investment Registration number ... dated ...;

Pursuant to agreements, commitments, or other documents regarding changes related to overseas investment activities;

{Name of investor} hereby applies to the State Bank of Vietnam or its branch in province/city ... for registration of foreign exchange transactions related to overseas investment activities as follows:

I. INVESTOR:

1. Name of investor:...

2. Confirmation document of foreign exchange transaction registration related to overseas investment activities issued by the State Bank of Vietnam number ... dated ...;

3. Confirmation document of foreign exchange transaction change registration related to overseas investment activities number ... dated ...

(list all confirmation documents in chronological order);

II. CONTENTS OF APPLICATION FOR REGISTRATION OF FOREIGN EXCHANGE TRANSACTION CHANGES RELATED TO OVERSEAS INVESTMENT ACTIVITIES:

1. Change 1:...

- Content already confirmed by the State Bank of Vietnam: ...

- Proposed change content: ...

- Reason for change: ...

2. Change n:...

- Content already confirmed by the State Bank of Vietnam: ...

- Proposed change content: ...

- Reason for change: ...

III. COMMITMENTS:

The undersigned (legal representative of the investor) hereby commits to be responsible for the accuracy of the information recorded in the Application for Registration of Foreign Exchange Transaction Changes Related to Overseas Investment Activities and accompanying documents submitted to {Name of Investor}.

2. {Name of Investor} commits to comply with the provisions of Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities and other relevant laws.

ANNEX NUMBER 03

(Issued together with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank)

Respectfully submitted to: ……………………………………..

In response to the request of... {Name of Investor} in the Application for Registration of Foreign Exchange Transactions Related to Overseas Investment Activities number ...... dated ..., together with relevant documents, the State Bank Branch in province/city ... has the following opinion:

1. Confirmed ....{Name of Investor} has registered foreign exchange transactions related to overseas investment activities at the State Bank Branch in province/city ... in accordance with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities.

2. Information on the investor, investment project, and transfer of funds abroad before obtaining the Certificate of Overseas Investment Registration:

- Name of investor:

- Address:

Telephone number:

- Project name/BCP Contract name:

- Certificate of Overseas Investment Registration number: .... Issued date: .... Issuing authority: ....

- Project location:

- Investment reception country's permit number: .... Issued date: .... Issuing authority: ....

- Total project investment capital abroad according to the Certificate of Overseas Investment Registration: ....

- Investor's contribution value: ...., including: (i) Cash: ...., (ii) Other contribution value as prescribed by law (machinery; goods; retained earnings reinvested; other assets): .... {Details of forms of capital contribution}.

- Transfer of funds abroad before obtaining the Certificate of Overseas Investment Registration (if any): Amount transferred: .... Transfer period: .... Purpose: .... Pre-investment foreign currency account number: .... opened at .... on ....

3. Contents of foreign exchange transaction registration related to overseas investment activities of ... {Name of Investor} with the State Bank Branch in province/city ... as follows:

- Investment capital in cash through investment capital account {Type of foreign currency} number: .... opened at: ....

- Total registered investment capital to be transferred abroad: ....

- Progress of transferring investment capital abroad:

(Details according to the value of capital contribution by form of contribution)

4. When implementing overseas investment projects, {Name of Investor} must comply strictly with laws on overseas investment, foreign exchange management regulations of Vietnam and the receiving country; and report on the implementation of overseas investment capital in accordance with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities.

5. {Name of Investor} shall bear full responsibility under the law for the legality and effectiveness of the foreign currency amount registered for transfer abroad to implement overseas investment projects. The State Bank Branch in province/city ..., does not bear any legal or financial responsibility beyond confirming {Name of Investor} having registered foreign exchange transactions related to overseas investment activities as stipulated in points 2 and 3 of this letter.

The State Bank Branch in province/city informs {Name of Investor} to be aware and comply.

ANNEX NO. 04

(Issued together with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank)

Respectfully submitted to: ………………………………………………

In response to the request of ... {Name of Investor} in the Application for Registration of Foreign Exchange Transaction Changes Related to Overseas Investment Activities number ... dated ..., together with relevant documents, the State Bank Branch in province/city ... has the following opinion:

1. Confirmed ... {Name of Investor} has registered changes to foreign exchange transactions related to overseas investment activities at the State Bank Branch in province/city in accordance with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities.

2. Contents of registration of foreign exchange transaction changes related to overseas investment activities of ...{Name of Investor} with the State Bank Branch in province/city ... as follows:

2.1. Change content 1:

- Content already confirmed by the State Bank Branch in province/city ...:

- Proposed change content:

2.2. Change content n:...

- Content already confirmed by the State Bank Branch in province/city ...:

- Proposed change content:

3. When implementing overseas investment projects, {Name of Investor} must comply strictly with laws on overseas investment, foreign exchange management regulations of Vietnam and the receiving country; and report on the implementation of overseas investment capital in accordance with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank guiding foreign exchange management for overseas investment activities.

4. {Name of Investor} shall bear full responsibility under the law for the legality and effectiveness of the foreign currency amount registered for transfer abroad to implement overseas investment projects. The State Bank Branch in province/city ... does not bear any legal or financial responsibility beyond confirming {Name of Investor} having registered changes to foreign exchange transactions related to overseas investment activities as stipulated in point 2 of this letter.

5. This document is an integral part of the foreign exchange transaction registration confirmation document related to overseas investment activities of the State Bank Branch in province/city ... number ... dated ..., and the foreign exchange transaction change registration confirmation document related to overseas investment activities of the State Bank Branch in province/city ... number ... dated ....

The State Bank Branch in province/city informs {Name of Investor} to be aware and comply.

In the case of confirming the registration for changes to the investment capital account, the State Bank of Vietnam branch shall clearly note: Within five working days from the date From the date the State Bank of Vietnam branch of province/city … confirms the registration for changes to foreign exchange transactions related to overseas investment activities, {Name of Investor} shall be responsible for transferring the entire balance to the new account as per this letter. Simultaneously, the current investment capital account number … opened at: … shall not be used to conduct transactions specified in Article 6 and Article 7 of Circular No. …/2016/TT-NHNN dated …../.../2016 of the State Bank of Vietnam on foreign exchange management for overseas investment activities.

ANNEX NO. 05

(Issued together with Circular No. 12/2016/TT-NHNN dated June 29, 2016 of the State Bank)

Name of Investor:

Fax:

Telephone number:

Project Investment Code:

REPORT ON THE IMPLEMENTATION OF CAPITAL TRANSFERS FOR OVERSEAS INVESTMENTS

(Quarter … year …..)

1. Scope of application: Vietnamese investors (individuals, economic organizations, financial institutions...) who have been issued an Overseas Investment Registration Certificate and have completed the registration procedures for foreign exchange transactions related to overseas investment activities as stipulated in this Circular.

2. Reporting Deadline: No later than the 5th day of the first month following the reported quarter.

3. Reporting Format: In writing.

- For reports of grassroots units managed by provinces/cities: The State Bank of Vietnam branch in the province/city where the investor does not have their main office or where the individual investor is registered to reside or where another investor is registered to operate.