Circular No. 03/2025/TT-NHNN dated April 29, 2025 on opening and use of VND-denominated accounts for conducting foreign indirect investment in Viet Nam

STATE BANK OF VIETNAM -------	SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness ---------------
No. 03/2025/TT-NHNN	Hanoi, April 29, 2025

 

CIRCULAR

ON OPENING AND USE OF VND-DENOMINATED ACCOUNTS FOR CONDUCTING FOREIGN INDIRECT INVESTMENT IN VIET NAM

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to the Law on Securities dated November 26, 2019; the Law on amendments to the Law on Securities, the Law on Accounting, the Law on Independent Audit, the Law on State Budget, the Law on Management and Use of Public Property, the Law on Tax Administration, the Law on Personal Income Tax, the Law on National Reserves, and the Law on Handling of Administrative Violations dated November 29, 2024;

Pursuant to the Ordinance on Foreign Exchange dated December 13, 2005 and the Ordinance on amendments to the Ordinance on Foreign Exchange dated March 18, 2013;

Pursuant to Decree No. 70/2014/ND-CP dated July 17, 2014, of the Government, on elaboration of a number of articles of the Ordinance on Foreign Exchange and the Ordinance on amendments to the Ordinance on Foreign Exchange;

Pursuant to Decree No. 26/2025/ND-CP dated February 24, 2025, of the Government, on functions, tasks, powers, and organizational structure of the State Bank of Viet Nam;

At the request of the Director General of the Foreign Exchange Management Department,

The Governor of the State Bank of Viet Nam hereby promulgates the Circular on opening and use of VND-denominated accounts for conducting foreign indirect investment in Viet Nam.

Article 1. Scope

1. This Circular provides regulations on the opening and use of VND-denominated accounts for the purpose of conducting indirect investment and other lawful capital transfer transactions related to foreign indirect investment in Viet Nam by foreign investors being non-residents.

2. Collection and payment transactions related to foreign indirect investment in Viet Nam by foreign investors being residents shall be conducted via VND-denominated payment accounts in accordance with relevant laws.

Article 2. Regulated entities

1. Foreign investors, including: organizations established under foreign laws and foreign nationals who are non-residents, conducting foreign indirect investment in Viet Nam.

2. Banks and branches of foreign banks authorized to conduct foreign exchange trading and provide foreign exchange services (hereinafter referred to as authorized banks).

3. Other organizations and individuals involved in foreign indirect investment in Viet Nam.

Article 3. General principles

1. Foreign indirect investment in Viet Nam shall comply with the regulations of the laws on investment, securities, and other relevant legal regulations.

2. All collection and payment transactions related to foreign indirect investment in Viet Nam by foreign investors must be conducted via an indirect investment account, which is a VND-denominated payment account opened by the foreign investor at an authorized bank.

3. The opening and use of indirect investment accounts by foreign investors shall comply with the provisions of this Circular. Contents relating to the opening and use of accounts not specified in this Circular shall comply with the regulations of law on opening and use of payment accounts.

4. The rights and obligations of authorized banks and foreign investors in the opening and use of indirect investment accounts shall comply with Articles 7 and 8 of this Circular and the regulations of law on opening and use of payment accounts.

5. The balance on the indirect investment account of a foreign investor must not be converted into term deposits or savings deposits.

6. Foreign investors shall not open a joint indirect investment account (an account opened under the names of two or more entities) for conducting foreign indirect investment in Viet Nam.

7. All money transfer orders related to foreign indirect investment in Viet Nam by foreign investors must clearly specify the purpose of the transfer so that authorized banks can verify, examine, archive documents, and execute the transactions.

Article 4. Transactions subject to opening and use of indirect investment accounts

The following foreign indirect investment transactions in Viet Nam must be conducted through the opening and use of indirect investment accounts in accordance with this Circular:

1. Purchase and sale of securities on the Vietnamese stock market and purchase and sale of other valuable papers.

2. Capital contribution and purchase of shares or equity interests in unlisted enterprises not subject to the opening of direct investment capital accounts as prescribed in Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Viet Nam providing guidelines for foreign exchange management in relation to foreign direct investment in Viet Nam and its amending, supplementing, or replacing documents (if any).

3. Entrusted investment in VND through fund management companies and other organizations authorized to carry out entrusted investment in accordance with law.

4. Purchase and sale of other types of securities in accordance with the law on securities.

Article 5. Opening of indirect investment accounts

1. A foreign investor may only open one (01) indirect investment account (except for cases specified in Clause 2 of this Article) at one (01) authorized bank to conduct collection and payment transactions related to foreign indirect investment in Viet Nam.

2. A foreign investor conducting foreign indirect investment in Viet Nam may open an additional indirect investment account corresponding to each securities trading code granted at one (01) authorized bank in the following cases:

a) A foreign investor being a foreign securities company may open two (02) indirect investment accounts corresponding to two (02) securities trading codes: one (01) indirect investment account for its proprietary trading activities and one (01) indirect investment account for its securities brokerage activities;

b) A foreign investor being a foreign investment fund or foreign organization managed by multiple foreign fund management companies may open an additional indirect investment account corresponding to each securities trading code granted, whereby each investment portfolio managed by a separate foreign fund management company may open one (01) indirect investment account corresponding to one (01) granted securities trading code; for an investment portfolio self-managed by the foreign investment fund or foreign organization that has been granted a separate securities trading code, one (01) corresponding indirect investment account may be opened;

c) A foreign investor being a government-related investment organization or a foreign investor being an investment or financial organization affiliated with an international financial institution of which Viet Nam is a member may open an additional indirect investment account corresponding to each granted securities trading code, whereby each investment portfolio deposited with a custodian bank that has been granted a securities trading code may open one (01) corresponding indirect investment account.

3. Where a foreign investor opens additional indirect investment accounts corresponding to securities trading codes as prescribed in Clause 2 of this Article, the investor shall submit documents proving that the investor has been granted securities trading codes by a competent Vietnamese authority in accordance with the securities laws.

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

a) Such documents must be notarized or certified in accordance with the laws of Viet Nam or foreign laws within 12 months prior to the date on which the authorized bank receives the application;

b) The authorized bank may agree with the client on whether or not to translate the documents into Vietnamese, provided the following principles are ensured:

(i) The authorized bank must examine, verify, and be held responsible for confirming the contents of the documents, information, and data in foreign languages, ensuring that the required information under this Circular is sufficiently provided;

(ii) The documents, information, and data in foreign languages must be translated upon request of competent authorities; the translation must be certified by an authorized person of the authorized bank or be notarized or authenticated.

5. Where a foreign investor wishes to open an indirect investment account at another authorized bank, the investor must transfer the entire balance from the currently used indirect investment account to the new account and close the current account. The new indirect investment account may only be used to carry out the collection and payment transactions specified in Article 6 of this Circular after the previous indirect investment account has been closed and settled.

Article 6. Use of indirect investment accounts

Indirect investment accounts shall be used to carry out the collection and payment transactions related to foreign indirect investment in Viet Nam as follows:

1. Collections:

a) Proceeds from selling foreign currency to authorized banks;

b) Proceeds from capital transfer, share transfer, sale of securities and other valuable papers; dividends, bond interests, and investment returns in VND derived from securities and valuable papers; profits distributed from capital contribution, share purchase, or equity purchase activities under foreign indirect investment in Viet Nam;

c) Transfers from the VND-denominated payment account of the foreign investor opened at an authorized bank (excluding the indirect investment account);

d) Transfers from accounts of fund management companies and other organizations authorized to carry out entrusted investment for foreign investors in accordance with the law (applicable where the foreign investor conducts indirect investment in Viet Nam in the form of entrusted investment);

dd) Transfers of interests and other lawful revenues arising from transactions involving purchase of shares without prefunding requirements by foreign institutional investors as prescribed by the current securities laws;

e) Transfers of deposit and margin money relating to foreign indirect investment transactions in Viet Nam as provided in Article 4 of this Circular, including:

(i) Receipt of money for performing deposit or margin transactions;

(ii) Receipt of returned deposit or margin money to the foreign investor in accordance with the law and agreements between the parties;

g) Transfers from the former indirect investment account (applicable where a foreign investor wishes to open an indirect investment account at another authorized bank as provided in Clause 5 Article 5 of this Circular).

2. Payments:

a) Payments for capital contributions, purchase of shares, equity interests, securities, and other valuable papers;

b) Payments for purchasing foreign currency at authorized banks to transfer capital, profits, and other lawful revenues abroad;

c) Transfers to the VND-denominated payment account of the foreign investor opened at an authorized bank (excluding the indirect investment account);

d) Transfers to accounts of fund management companies and other organizations authorized to carry out entrusted investment for foreign investors in accordance with the law (applicable where the foreign investor conducts indirect investment in Viet Nam in the form of entrusted investment);

dd) Payments for losses and other expenses incurred from transactions involving purchase of shares without prefunding requirements by foreign institutional investors as prescribed by the current securities laws;

e) Payments for fees, charges, taxes, administrative fines, and expenses related to foreign indirect investment transactions in Viet Nam as provided in Article 4 of this Circular;

g) Transfers of deposit and margin money related to foreign indirect investment transactions in Viet Nam as provided in Article 4 of this Circular, including:

(i) For performing deposit or margin transactions;

(ii) Transfers to the VND-denominated payment account of the foreign investor or payments in foreign currency for outward remittance to the foreign investor of deposit or margin amounts that had been transferred into Viet Nam but are subject to refund in accordance with the law and agreements between the parties;

h) Transfers to the new indirect investment account (applicable where the foreign investor wishes to open an indirect investment account at another authorized bank as prescribed in Clause 5 Article 5 of this Circular).

Article 7. Obligations of authorized banks

1. Examine and retain relevant documents and records in accordance with actual transactions to ensure that the provision of foreign exchange services is performed for proper purposes and in compliance with legal regulations. Be held accountable under the law for the adequacy and validity of dossiers for opening indirect investment accounts.

2. Issue internal regulations on dossiers, procedures, and processes for opening and using indirect investment accounts, and publicly notify such regulations to foreign investors for compliance. Internal regulations must at least include the following contents:

a) Regulations on dossiers, procedures, and processes for opening indirect investment accounts;

b) Regulations on agreements on the opening and use of indirect investment accounts;

c) Regulations on the use of indirect investment accounts;

d) Regulations on dispute settlement and complaint handling, and forms for requests for such settlement or complaints;

dd) Regulations on risk management in the opening and use of indirect investment accounts in accordance with Article 5 and Article 6 of this Circular.

3. Authorized banks shall be fully responsible under the law for the opening, closure, and execution of collection and payment transactions via indirect investment accounts for foreign investors.

4. Comply with the regulations of law on anti-money laundering and combating the financing of terrorism and proliferation of weapons of mass destruction.

5. Strictly comply with and guide clients in complying with the provisions on the opening and use of indirect investment accounts as stipulated in this Circular and other relevant legal regulations.

Article 8. Obligations of foreign investors

1. Comply with the provisions of this Circular, Vietnamese laws on investment, securities, anti-money laundering, combating the financing of terrorism and proliferation of weapons of mass destruction, and other relevant laws.

2. Truthfully and fully declare the content of transactions related to foreign indirect investment in Viet Nam.  Provide dossiers, documents, information, and data as required by the authorized bank when opening and using indirect investment accounts. Be held accountable under Vietnamese law for the authenticity, validity, and legality of dossiers, documents, information, and data provided to the authorized bank.

Article 9. Responsibilities of branches of the State Bank of Viet Nam in localities

1. Provide guidance to relevant organizations and individuals in their locality to ensure full compliance with the provisions of this Circular.

2. Inspect, examine, and supervise the compliance with regulations on the opening and use of indirect investment accounts as stipulated in this Circular, within their delegated authority. Handle violations in accordance with the provisions of law.

3. Cooperate with relevant agencies and organizations in managing foreign exchange activities related to foreign indirect investment in Viet Nam in accordance with legal regulations.

Article 10. Reporting regulations

1. Authorized banks shall submit periodic reports in accordance with the current statistical reporting regulations of the State Bank of Viet Nam.

2. In extraordinary cases or when necessary, foreign investors and authorized banks shall provide reports on relevant contents as requested by the State Bank of Viet Nam.

Article 11. Implementation provisions

1. This Circular comes into force as of June 16, 2025.

2. Circular No. 05/2014/TT-NHNN dated March 12, 2014, of the Governor of the State Bank of Viet Nam providing guidelines on the opening and use of indirect investment capital accounts for conducting foreign indirect investment in Viet Nam ceases to be effective from the effective date of this Circular.

3. This Circular replaces the following phrases in Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Viet Nam on foreign exchange management for foreign direct investment in Viet Nam:

a) Replaces the phrase “foreign investors holding 51% or more of charter capital” with the phrase “foreign investors holding more than 50% of charter capital” in point b clause 2 Article 3;

b) Replaces the phrase “the ownership ratio of shares or equity interests of foreign investors in such enterprise drops below 51%” with the phrase “the ownership ratio of shares or equity interests of foreign investors in such enterprise is equal to or less than 50%” in point a clause 6 Article 5.

4. Within no more than 12 months from the effective date of this Circular, enterprises in which foreign investors hold shares or equity interests of more than 50% but less than 51% of charter capital must open direct investment capital accounts in accordance with Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Viet Nam on foreign exchange management for foreign direct investment in Viet Nam and its amending, supplementing, or replacing documents (if any).

During the transition period, foreign investors (having contributed capital to enterprises with foreign ownership of more than 50% and less than 51% via former indirect investment capital accounts) may continue to use such existing indirect investment accounts to carry out collection and payment transactions related to capital contribution, share purchase, or equity purchase in the aforementioned enterprises.

5. Foreign investors being foreign securities companies, foreign investment funds, foreign organizations managed by multiple foreign fund management companies, government-related investment organizations, or investment, financial, or international financial institutions of which Viet Nam is a member that wish to open new indirect investment accounts as prescribed in Clause 2 Article 5 of this Circular may transfer the balances from their existing indirect investment accounts (opened before the effective date of this Circular) to one or more new indirect investment accounts. The transfer of the balance to one (01) new indirect investment account shall be carried out once.

Article 12. Implementation

Heads of relevant units under the State Bank of Viet Nam, authorized banks and branches of foreign banks licensed to conduct foreign exchange activities in Viet Nam, and other relevant organizations and individuals shall be held responsible for implementing this Circular.

 

PP. THE GOVERNOR DEPUTY GOVERNOR Pham Quang Dung