The moment the licensing authority issues the Enterprise Registration Certificate (ERC), a 90-day clock starts: under the Law on Enterprises 2020, 100% of registered charter capital must reach the company’s account within 90 calendar days. Account opening sits in Phase 3 of the company setup roadmap for Vietnam.
Many jurisdictions let one corporate account handle both capital and operating cash. Vietnam does not: foreign exchange controls make the State Bank of Vietnam (SBV) separate capital movements from operating cash flows.
- Capital inflows and outflows: Must route through the capital account (DICA), formerly the Direct Investment Capital Account, under Circular 38/2026/TT-NHNN (effective August 18, 2026, replacing Circular 06/2019/TT-NHNN).
- Daily operations: Handled through standard VND and Foreign Currency Payment Accounts.
- Portfolio and minority stakes: Routed through indirect investment accounts (IICA or IIA) under Circular 03/2025/TT-NHNN (effective June 16, 2025, replacing Circular 05/2014/TT-NHNN).
Wiring capital into a standard operating account triggers corporate fines of VND 60,000,000 to VND 100,000,000 under Decree 340/2025/ND-CP (effective February 9, 2026, replacing Decree 88/2019/ND-CP and Decree 143/2021/ND-CP). Profit transfers abroad must also run through the capital account, so a misrouted contribution complicates future offshore profit repatriation.
1. The Three Bank Accounts an FDI Enterprise Needs
Every foreign-invested company in Vietnam needs three kinds of account to stay within SBV rules:
1.1 Capital Account (DICA)
The capital account (tài khoản vốn đầu tư nước ngoài tại Việt Nam, formerly tài khoản vốn đầu tư trực tiếp, DICA) is governed by Circular 38, effective August 18, 2026, which replaced Circular 06/2019/TT-NHNN. The SBV monitors it directly.
Rules that apply:
- One bank rule: A qualifying enterprise may open one foreign-currency capital account and/or one VND capital account at one authorized bank in Vietnam. For several foreign currencies, it may open one account per currency at that bank.
- Currency match: Foreign-currency capital (such as USD) goes into a foreign-currency capital account, and VND capital into a VND capital account. If funding in both, both accounts sit at the same authorized bank.
- Authorized transactions only:
- Credits (money in): Inbound charter capital; disbursement of medium- and long-term foreign loans; receipts from M&A capital transfers; legitimate profits reinvested into Vietnam.
- Debits (money out): Transfer into the VND payment account for business operations; principal, interest, and fee repayments on foreign loans; offshore remittance of dividends; capital repatriation upon dissolution.
- Operating expenses: The capital account is for investment cash flows. Route payroll, vendor bills and domestic taxes through the VND operating account, transferring funds there first.
- Transition: An FDI enterprise that received charter capital in a payment account before August 18, 2026 may transfer it into its capital account (Article 19.1).
1.2 VND Payment Account (Operating Account)
The VND Payment Account handles daily commercial activities. Enterprises can open multiple VND accounts across commercial banks without SBV limitations. It handles customer receipts, payroll and compulsory social insurance (SHUI), office rent, vendor invoices, and tax remittances.
1.3 Foreign Currency Payment Account (Commercial Trade)
Separate from the capital account, the foreign currency payment account handles routine cross-border commercial transactions, including export revenue collection, payments for imported materials, and international software subscriptions.
2. Capital Account (DICA) vs. IICA
A common trap in acquisitions and restructurings is confusing the capital account (DICA) with an indirect investment account (IICA or IIA).
The SBV issued Circular 03/2025/TT-NHNN on April 29, 2025 (effective June 16, 2025), replacing Circular 05/2014/TT-NHNN as the framework for indirect investment accounts:
| Item | Capital Account (DICA) | IICA or IIA (Indirect Investment Account) |
|---|---|---|
| Governing Regulation | Circular 38 (Effective August 18, 2026) | Circular 03 (Effective June 16, 2025) |
| Applicable Entities | (1) Economic organizations established by a foreign investor; (2) Enterprises with foreign ownership > 50% of charter capital; (3) Foreign investors in BCC or PPP contracts, and foreign contractors in petroleum contracts |
Foreign investors buying public shares, bonds, or acquiring ≤ 50% ownership in a Vietnamese company |
| Account Owner | Opened in the name of the FDI enterprise established in Vietnam | Opened in the name of the foreign investor (individual or institutional) |
| Permitted Currencies | Foreign currency (USD, EUR, JPY) or VND | VND only (foreign currency must be converted on entry) |
| Primary Purpose | Charter capital, foreign shareholder loans, and profit repatriation | Portfolio trading on stock exchanges, purchasing non-controlling equity stakes, receiving dividends |
| Switching Mechanism | Opened when foreign ownership rises above 50%; closing depends on how the company became foreign-invested (Article 7.5) | Foreign exchange is converted through authorized banks (Article 6.1.a) |
The 50% threshold (Circular 38). If a foreign investor lifts its stake in a domestic company above 50%, the target must open a capital account, and the investor closes its indirect investment account if it no longer needs it.
The reverse rule is narrower. Only a company that became foreign-invested through such an acquisition closes its capital account when foreign ownership falls back to 50% or below, and any foreign-invested company closes it after listing or registering its shares for trading (Article 7.5.b). The remaining foreign shareholders then use an indirect investment account. A company established by a foreign investor keeps its account when ownership drops. It closes only when no foreign investor remains, the IRC is refused, the company is dissolved or bankrupt, or a project transfer changes the legal entity (Article 7.5.a). No closure is forced while the account still services a foreign loan or another lawful payment.
3. The 90-Day Contribution Deadline and Wire Narrative
Under the Law on Enterprises No. 59/2020/QH14 (Article 47.2 for LLCs, Article 113.1 for JSCs), shareholders must contribute 100% of subscribed charter capital within 90 calendar days of the ERC issuance date.
- Several currencies: the investor picks one contribution currency for conversion and uses it throughout; the converted total cannot exceed the registered capital, at the bank’s rate on the day the money is credited (Circular 38/2026/TT-NHNN, Article 4.1).
- Capital increases: money for a capital increase or a change in ownership ratio can reach the capital account before the company registers the change (Article 4.5).
How the 90-Day Clock Works
- Start date: The 90-day window begins on the issuance date of the ERC, not the Investment Registration Certificate (IRC).
- In-kind assets: Where capital is contributed in kind (machinery, equipment, intellectual property), time for overseas transport, customs clearance and ownership transfer is excluded from the 90 days.
- IRC schedule: Investors must also meet the contribution schedule in their IRC, and phased funding plans must match the company charter.
Wire Narrative Rules
On an international transfer (SWIFT MT103) into the capital account, the narrative must state the amount and purpose clearly (Circular 38):
- Accepted narrative:
"Charter capital contribution to [Company Name], ERC No. [0123456789], IRC No. [1234567890]" - Narratives banks reject:
"Working capital transfer"(unclear purpose, so the bank may query or reject the transfer)."Shareholder loan"(rejected unless the loan is registered with the SBV under the foreign loan registration rules)."Project setup funds"(treated as unclassified funds, requiring a SWIFT MT199 amendment or offshore recall).
4. Pre-Incorporation Expenses
Foreign investors usually pay some costs before licensing: market research fees, office deposits, legal retainers and trademark filings. Circular 38 recognizes such expenses paid directly by the foreign investor in three ways:
- Charter capital: The expenses count toward the equity commitment, reducing the amount still to be wired.
- Shareholder loan: The expenses become an interest-free or interest-bearing foreign shareholder loan, repayable under foreign loan rules.
- Reimbursement: Once the capital and VND operating accounts are active, the subsidiary reimburses the investor after deducting legitimate expenses.
Supporting documents: a written authorization agreement between founding investors before licensing; wire receipts from the investor’s overseas account; valid Vietnamese electronic VAT invoices; and a post-incorporation Board Resolution ratifying the expenses.
5. Penalties and Practical Consequences
Foreign exchange and capital breaches are fined under Decree 340/2025/ND-CP (effective February 9, 2026, replacing Decree 88/2019/ND-CP and Decree 143/2021/ND-CP) and Decree 122/2021/ND-CP. The amounts below are for corporate FDI entities:
| Breach | Citation | Corporate fine | Consequence |
|---|---|---|---|
| Opening or using accounts contrary to foreign direct investment rules (e.g., wiring capital into a current account) | Decree 340/2025 Art. 27.4(d) | VND 60,000,000 to 100,000,000 | Contribution must be re-routed into the capital account and the breach corrected |
| Illegal outbound remittance of funds or profits | Decree 340/2025 Art. 27.4(g), (h) | VND 60,000,000 to 100,000,000 | Offshore transfers must run through the capital account (Circular 38 Art. 12.1) |
| Not registering the charter capital adjustment after missing full contribution within 90 days of ERC | Decree 122/2021 Art. 46.3 | VND 30,000,000 to 50,000,000 | The adjustment must be registered; members remain liable for unpaid capital |
Consequences Beyond Fines
Capital breaches also disrupt day-to-day operations:
- Dividend repatriation: Profit transfers abroad must run through the capital account, so banks review the account history against the initial IRC before processing outbound dividends. If initial equity entered through a standard account, correct the contribution route before requesting any outbound profit remittance.
- Tax deductibility: Expenses of VND 5,000,000 or more per transaction without a non-cash payment document are non-deductible for corporate income tax (Decree 320/2025/ND-CP).
- Foreign loan registration: Missing capital contribution records or a non-standard capital account can lead the SBV to request supplementary documents or to refuse to confirm a foreign medium- or long-term loan registration.
6. Practical Bank Account Setup Checklist
To open the capital and operating accounts promptly after ERC issuance, assemble this dossier in advance, or ask the company formation team to prepare it with your license file:
- Corporate documents: Notarized true copies of the ERC, IRC, executed Company Charter (Điều lệ công ty), and corporate seal specimen certificate.
- Signatories: Passport or ID card of the Legal Representative (consularly legalized or apostilled if executed overseas); Board Resolution approving bank account openings; appointment decision and specimen signatures of the Chief Accountant.
- AML and UBO: Ultimate Beneficial Ownership declaration for all natural persons as required by the bank (the enterprise-level threshold under Decree 168/2025/ND-CP, as amended by Decree 296/2026/ND-CP, is 25% of charter capital or voting shares), certified parent ownership chart, and registered office lease agreement. Failing to declare beneficial owners at incorporation is fined VND 50 to 100 million (Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP).
7. Next Steps
A clean account setup keeps capital, dividends and eventual exit straightforward:
- Never remit capital until the capital account is formally activated and your bank manager provides the official account details and remittance syntax instructions.
- Ensure your Chief Accountant appointment is finalized within your corporate setup window to operationalize online banking and payment tokens.
- Keep a permanent capital file containing original SWIFT MT103 confirmation slips, bank confirmation of equity injection, and annual audited financial statements.
- See the Vietnam company registration process and the profit repatriation guide for the steps either side of account opening.
Need assistance opening compliant bank accounts in Vietnam? Indochina Link Vietnam’s banking and FDI compliance team assists foreign investors with bank selection, expedited KYC verification, capital account structuring, and post-licensing tax synchronization.
Legal Disclaimer
This guide provides regulatory analysis on Vietnamese foreign exchange and banking regulations under the Law on Enterprises 59/2020/QH14, Circular 38, Circular 03, Decree 340/2025/ND-CP, and Decree 122/2021/ND-CP. It does not constitute formal legal or financial advice. Foreign investors should seek qualified professional advice before initiating cross-border capital transactions.
