Vietnam · Guide
A foreign owned Vietnamese company does not open a bank account. It opens two, and they do different jobs.
The rules governing the second one were replaced on 18 August 2026. Almost every guide available still describes the regime that ended on that date, down to the name of the account.
This page sets out what the two accounts are, what changed, and why capital paid into the wrong one can fail to count as a contribution at all.
The two accounts, and what each one is for
| Operating current account | Investment capital account | |
|---|---|---|
| Purpose | Day to day trading, payroll, suppliers | Capital in, profit and capital out |
| Currency | Usually dong, foreign currency possible | The currency of the contribution |
| Charter capital passes through | No | Yes |
| Profit repatriation passes through | No | Yes |
| Required for a domestic company | Yes | No |
The distinction is the whole subject. The operating account behaves like a company account anywhere. The capital account is a foreign exchange control instrument, and the State Bank governs what may move through it.
- Capital contributions from the foreign owner go through the capital account.
- Profit remittance out of Vietnam goes through the capital account.
- Proceeds of a share or project transfer go through the capital account in the cases the circular specifies.
- Everything commercial goes through the operating account.
What changed on 18 August 2026
- 6 Sep 2019Circular 06/2019 takes effect and creates the DICA regime
- 31 Mar 2026Decree 96/2026 allows incorporation before the investment certificate
- 31 Jul 2026Circular 38/2026 is issued by the State Bank
- 18 Aug 2026Circular 38/2026 replaces Circular 06/2019 in full
Four changes matter to a founder rather than to a bank.
- The instrument was renamed. The investment capital account replaces the direct investment capital account, and the abbreviation DICA is no longer the operative term.
- It can be opened earlier. Certain foreign invested economic organisations may now open the account before the investment registration certificate is issued or amended.
- One account per currency. Where capital is contributed in more than one foreign currency, a separate account may be opened for each, with the same authorised bank.
- Preparation spending is addressed. The circular supplements the rules on transferring funds for investment preparation activities, and on paying the consideration for transfers of capital and of projects.
The second point is the one that closes a real gap. Incorporation before the investment certificate was permitted from 31 March 2026, but the account that receives the capital was still tied to that certificate. As of 18 August 2026 it is not.
What has not been confirmed
Under the previous circular, an enterprise with 51% or more foreign ownership was subject to the capital account requirement, alongside enterprises established through direct foreign investment and public private partnership project companies.
Whether that threshold survives unchanged into Circular 38/2026 is not stated in the analysis reviewed for this page. Treat it as an open question and confirm it with your bank rather than assuming continuity in either direction.
Why the right account matters more than it sounds
Charter capital must be funded within 90 days of the enterprise registration certificate, under Articles 47, 75 and 113 of the Law on Enterprises.
- 1Funds land in the operating account instead of the capital accountThe transfer succeeds. The bank has no obligation to reject it
- 2The payment is not recognised as a capital contributionIt looks like a loan or an unexplained inflow rather than equity
- 3Correcting it means moving money and documenting whyForeign exchange documentation has to support the reclassification
- 4The ninety day deadline does not pauseIf it expires, the company must register reduced charter capital within 30 days
The consequences of missing that deadline are not administrative. They reach the owner's liability, and in a single member company they reach the owner's personal assets under Article 75.4. The mechanism is set out in Vietnam company types.
Getting money out, which is what the capital account is really for
Opening the account is the easy half. The rules that decide when profit may leave Vietnam sit in tax regulation rather than banking regulation, and they set the rhythm of the whole year.
Under Circular 186/2010/TT-BTC, a foreign investor may remit profit abroad annually after the end of the financial year, and only once several conditions are met.
| Condition | What it means in practice |
|---|---|
| Financial obligations to the State discharged | Corporate income tax and other liabilities settled, not merely accrued |
| Audited financial statements submitted | The compulsory annual audit is on the critical path to getting paid |
| Corporate income tax finalisation filed | The annual return, not the provisional quarterly payments |
| Notification to the tax authority | At least seven working days before the transfer, on the prescribed form |
| Profit lawfully derived from the investment | Traced to the direct investment activity, not to unrelated inflows |
- Remittance is annual, not continuous. The default rhythm is once after the year end, or on termination of the investment.
- The seven working day notice is a filing, on a set form, naming the amount and the recipient.
- The audit is upstream of the money. A late audit delays remittance regardless of how much cash the company holds.
- Termination of the investment is the other moment at which profit may be transferred out.
The sequencing is worth internalising early: audit, then tax finalisation, then notification, then transfer. Each step depends on the one before it, and the first of them is the one founders tend to schedule last.
The in person problem
Banking is where the remote incorporation plan tends to fail for the second time.
- Most Vietnamese banks require an in person visit by the legal representative for identity verification and know your customer checks.
- A notarised authorisation letter is accepted by some banks where the representative cannot attend, and refused by others.
- Practice varies by bank and by branch, so this is a commercial question rather than a legal one.
- It compounds with the electronic identity requirement, which already pushes the representative toward Vietnamese residence.
A founder who has solved the resident representative question for filing purposes has usually solved the banking question at the same time. A founder who has not will meet the same obstacle twice, once at the registry and once at the bank counter, and the second one has no online workaround at all.
Choosing where to bank
There are two families of bank and the trade off between them is consistent.
| Vietnamese commercial banks | Foreign and joint venture banks | |
|---|---|---|
| Branch network | Extensive, provincial coverage | Concentrated in Hanoi and Ho Chi Minh City |
| Local payment rails and tax integration | Strong | Adequate |
| English language service | Variable by branch | Generally strong |
| Familiarity with foreign owned structures | Varies, and improves in major cities | High |
| Onboarding documentation | Often heavier | Often faster for a clean file |
- Branch choice matters as much as bank choice, because practice on authorisation letters and document sets is set locally.
- A bank that already serves foreign invested companies will recognise a capital account request without escalation.
- Provincial operations may need a local bank regardless of preference, for payroll and supplier payments.
- Running both is common, with a foreign bank for the capital account and a local bank for operations.
- Changing bank later is possible but tedious, because the capital account is referenced in filings and the switch has to be documented for foreign exchange purposes.
Ask a prospective bank one question before anything else: whether the legal representative must attend in person, and whether a notarised power of attorney is accepted instead. The answer varies, it is decisive for a non resident founder, and it is rarely published.
What the bank will ask for
| Document | Note |
|---|---|
| Enterprise registration certificate | Always |
| Investment registration certificate | Where issued; the account may now precede it |
| Company charter | As registered |
| Company seal | Registered and in use |
| Board or owner resolution authorising the account | Naming the signatories |
| Passport and visa of the legal representative | Original, presented in person |
| Evidence of the source of the investment funds | Where requested, translated and legalised |
Foreign language documents need Vietnamese translation, and the legalisation route for them changes on 11 September 2026 when the Hague Apostille Convention enters into force for Vietnam.
Where accounts get stuck
- The company seal is not ready, which stops the resolution being executed properly.
- The representative's visa category does not match what the bank expects for a company officer.
- Source of funds evidence is thin, particularly for a newly formed corporate shareholder.
- The charter capital figure and the incoming transfer disagree, which triggers questions before it triggers acceptance.
- The account was opened under the old framework and the documentation still refers to a DICA, which is now a legacy term.
- The resolution names a signatory who is not the legal representative, without the authority to do so being clear on the file.
- The registered address on the certificate differs from the address given to the bank, which stalls verification.
Sequencing: when to open which account
The order changed twice in 2026, first for incorporation and then for the capital account, and the two changes fit together.
- Incorporate, obtaining the enterprise registration certificate. The company exists and can contract.
- Open the operating account. Preparatory activity, including leases and preliminary contracts, is expressly permitted before the investment certificate.
- Open the investment capital account. Since 18 August 2026 this no longer has to wait for the investment certificate for certain foreign invested organisations.
- Fund the charter capital through the capital account, within the ninety day window that started at step one.
- Obtain the investment certificate, within twelve months if you took the incorporation first route.
- Begin the project, which is the step the certificate unlocks.
The trap in this sequence is step four. The ninety day clock starts at incorporation, not at the investment certificate, so a company that takes the incorporation first route and then waits several months for its certificate can miss the capital deadline while feeling entirely on schedule.
- Note the ninety day date at incorporation, not at any later milestone.
- Confirm with the bank which account is which before the first transfer, in writing.
- Do not treat the twelve month certificate deadline as the governing date, because it is not the one attached to the capital.
The bottom line
Two accounts, one of which is a foreign exchange instrument rather than a bank product, and a set of rules that was replaced three weeks before this page was written.
The practical priorities are ordinary. Open the capital account before you move any money, confirm with the bank which account each flow belongs in, and get the legal representative in front of a banker early because most branches still want to see a person.
The reward for getting it right is unglamorous and worth a lot: the charter capital is recognised on time, the ninety day deadline stops being a risk, and the route for taking profit out at the end of the year is already in place rather than being built under time pressure.
What the company then has to file, monthly and annually, is in Vietnam company compliance.
Frequently asked questions
How many bank accounts does a foreign owned Vietnamese company need?
Two. An ordinary operating account for trading, payroll and suppliers, and an investment capital account through which capital contributions and profit repatriation must pass.
What replaced the DICA in Vietnam?
Circular No. 38/2026/TT-NHNN, issued on 31 July 2026 and in force from 18 August 2026, replaced Circular No. 06/2019/TT-NHNN in full and renamed the instrument the investment capital account.
Can I open the capital account before the investment registration certificate?
Yes, for certain foreign invested economic organisations, under Circular 38/2026. That is a change from the previous regime, which tied the account to the certificate, and it fits the incorporation first route introduced in March 2026.
Does the legal representative have to attend the bank in person?
Usually. Most banks require an in person visit for identity verification, and while some accept a notarised authorisation letter, practice differs between banks and between branches.
What happens if charter capital is paid into the wrong account?
The transfer will succeed and the contribution will not be recognised. Correcting it requires moving the funds and documenting the reclassification, while the ninety day funding deadline continues to run.
Can I contribute capital in more than one currency?
Yes, and it needs a separate account for each. Where the contribution is made in several foreign currencies, Circular 38/2026 allows a separate investment capital account per currency, held with the same authorised bank.
Which companies have to hold an investment capital account?
Under the previous circular, enterprises with 51% or more foreign ownership, enterprises established through direct foreign investment, and public private partnership project companies. Whether the 51% threshold is carried forward unchanged into Circular 38/2026 is not confirmed and should be checked with your bank.
What documents does the bank need?
The enterprise registration certificate, the investment certificate where issued, the charter, the company seal, a resolution authorising the account and naming signatories, and the legal representative's passport and visa. Source of funds evidence is often requested.
How soon before remitting profit must I notify the tax authority?
At least seven working days before the transfer, on the form prescribed by Circular 186/2010/TT-BTC. The notification follows the audited financial statements and the corporate income tax finalisation rather than preceding them.
How does profit get out of Vietnam?
Through the investment capital account, not the operating account. Remittance also depends on the company having met its tax obligations and completed its audited financial statements for the year.
Sources
- Indochine Counsel on Circular No. 38/2026/TT-NHNN: the replacement of the direct investment capital account regime and the new investment capital account terminology
- Conventus Law on the new foreign exchange rules: the express permission to open an investment capital account before the investment registration certificate is issued or amended
- Tilleke and Gibbins on Circular 06/2019/TT-NHNN, the regime that Circular 38/2026 replaced, including the 51 percent ownership threshold that triggered the account requirement
- Commenda guidance on opening a business bank account in Vietnam as a foreigner, including the in person verification practice and the document set banks request
The current foreign exchange framework is Circular No. 38/2026/TT-NHNN, issued by the State Bank of Vietnam on 31 July 2026 and in force from 18 August 2026, which replaced Circular No. 06/2019/TT-NHNN in its entirety. Its provisions are described here from law firm analysis of the circular rather than from the text, which was not retrievable. The 51 percent ownership threshold that made an enterprise subject to the account requirement comes from the previous circular and has not been confirmed as carried forward; it is flagged on this page as unresolved rather than restated as current. Bank practice on in person attendance, document sets and processing times is commercial practice that varies by bank and branch, not regulation. This is not legal or tax advice.