A direct investment capital account in Vietnam (DICA) is the bank account in foreign currency or Vietnamese dong through which a foreign-invested company, or a foreign party to a business cooperation contract (BCC) or PPP project, must route its investment money: capital contributions, offshore loans, payments for share deals, dividends sent abroad and capital repatriated on exit. Since 18 August 2026, Circular 38/2026/TT-NHNN of the State Bank of Vietnam has replaced Circular 06/2019/TT-NHNN (Article 18(1) and (2)) and calls it the foreign investment capital account in Vietnam, or simply the investment capital account (Article 3(3)).
In short: a company set up by a foreign investor, or one in which foreign investors hold more than 50% of the charter capital, must receive cash capital through this account (Article 6(1) and Article 4(4)), with at most one account per currency and all of them at a single bank (Article 7(1)). A foreign investor holding 50% or less in a company that was not set up by a foreign investor uses an indirect investment account instead. This post covers the banking rules; the licensing sequence is in how to set up a foreign-owned company in Vietnam.
What is the direct investment capital account called now?#
Article 18(5) of Circular 38 replaces "direct investment capital account" and "foreign direct investment capital account" with "foreign investment capital account in Vietnam" in every circular of the State Bank Governor issued before 18 August 2026. The name is wider because, under Article 3(3), the account also serves capital flowing from the Vietnam International Financial Centre into the rest of the country. A shareholders' agreement, bank form or group policy that still says "DICA" refers to the same account.
Nothing in Circular 38 requires a company that opened a DICA under Circular 06/2019 to open a new one. Article 19 deals with only three transitional cases (see the closing section below). Our reading is that existing accounts continue under the new receipt and payment rules, but ask your bank whether it wants updated documents. The Circular does not apply to foreign-invested companies whose shares are listed or registered for trading on a stock exchange, or to securities investment on the stock market (Article 1(2) and (3)).
Who must open a direct investment capital account in Vietnam?#
Article 6 lists who opens the account, and Article 4(4) requires cash contributions to be paid into it, so for these investors the account is in practice mandatory:
- A company established by a foreign investor (Article 6(1)(a)). The text sets no ownership threshold: a joint venture in which the foreign partner held 30% from day one is covered.
- A company in which foreign investors hold more than 50% of the charter capital after buying in or subscribing for capital (Article 6(1)(b)). The test is "more than 50%", matching Article 20(1)(a) of the Law on Investment 143/2025/QH15.
- A PPP project company set up by a foreign investor, and a foreign investor carrying out a PPP project without a project company (Article 6(1)(c) and (3)).
- A foreign party to a BCC (Article 6(2)), which opens its own account, a separate one for each contract; see the business cooperation contract in Vietnam.
Foreign petroleum contractors and member enterprises of the International Financial Centre are also covered, under special rules not discussed here. Vietnamese shareholders in a company in group 1 or 2 are bound too (Article 2(2)): their cash also goes into the investment capital account, not the company's ordinary current account.
Direct versus indirect investment capital account. A company that was not set up by a foreign investor, and in which foreign investors hold 50% or less, falls outside Article 6. The foreign investor then pays and receives through an "indirect investment account" under the rules on foreign indirect investment (last paragraph of Article 7(5)(b)), often called an indirect investment capital account. This account exists only in dong and only for non-resident foreign investors, under Circular 03/2025/TT-NHNN (Articles 2(1) and 3(2)); Circular 03 replaced Circular 05/2014/TT-NHNN, and Article 18(3) of Circular 38 repeals only Article 11(3) and (4) of Circular 03. The difference in one line: the company holds the DICA and receives money from all of its investors, while each foreign investor holds its own indirect account. If foreign ownership rises above 50%, the company must open an investment capital account and the foreign investor closes its indirect account if no longer needed (Article 7(6)); if it falls to 50% or less, the reverse applies (Article 7(5)(b)(i)).
Direct investment capital account rules at a glance#
| Question | Rule | Circular 38/2026/TT-NHNN |
|---|---|---|
| How many accounts | One foreign currency account and/or one dong account at the same bank; contributions in several foreign currencies get one account per currency, still at that bank | Article 7(1) |
| BCC and PPP | A separate set of accounts for each contract or project | Article 7(2) |
| When to open | Before any cash contribution; a company formed before its IRC may open early with restricted use; must open once foreign ownership exceeds 50% | Article 4(4); Article 7(3) and (6) |
| Money in | Capital contributions; share or project transfer prices and refunds of failed transfers; foreign currency bought, or money from the company's own current account, to remit capital and profit abroad; balances from an old account; share premium; offshore loans; other lawful receipts | Article 8(1) |
| Dong account only | Also dong dividends reinvested to increase capital or expand investment; offshore loans in dong only where dong borrowing is allowed | Article 9(1)(d) and (k) |
| Money out | To the company's own current account to run the business; sale of foreign currency; transfer prices; profit remittance; capital repatriation on capital reduction or project termination; refund of contributions if no licence; offshore loan repayments; other lawful payments | Article 8(2), Article 9(2) |
Two points are often misunderstood. First, this is not an operating account. The main exit is a transfer to the company's own current account "to carry out investment activities" (Article 8(2)(a), Article 9(2)(a)); salaries and suppliers are paid from there. How far the catch-all "other lawful payments" (point m) goes depends on the bank's internal rules (Article 14(2)), so ask before paying third parties directly from the capital account. Second, dividends sent abroad (Article 12(1)) and capital repatriated on a capital reduction, transfer or termination (Article 11(1)) must go through the account, except where the account has been closed under Article 7(5)(a) (the money then follows point (c)) and, for capital, the share transfers listed in Article 10(1)(a); the underlying right to remit assets abroad after meeting financial obligations to the State is in Article 11 of the Law on Investment. See profit repatriation from Vietnam and foreign loan registration in Vietnam.
Paying capital into the direct investment capital account#
The contribution currency follows the IRC, enterprise registration certificate, notice that the foreign investor meets the conditions for the capital contribution or share purchase, BCC or PPP contract, or other documents proving a lawful contribution (Article 4(1)). If an investor contributes in several currencies, it picks one of the currencies stated in those documents as the conversion currency and uses it throughout; the converted total may not exceed the registered contribution, and the rate is the account bank's rate when each amount is credited (second paragraph of Article 4(1)). Hypothetical: the contribution documents allow dollars and euros, the total is USD 1,000,000 and the investor picks the dollar as conversion currency; each euro credit is converted into dollars at that day's bank rate, so size the last wire to the remaining balance.
A Vietnamese shareholder may contribute in foreign currency, but only its "own" foreign currency (Article 4(2)), meaning currency already on its current account and not bought from or borrowed from a bank (Article 3(4)).
Investors may wire money into the account before the company registers a charter capital increase or a change in contributions (Article 4(5)); if no new enterprise registration certificate is issued, the money is refunded from the account (Article 8(2)(i), Article 9(2)(i)). The corporate side is covered in increasing charter capital in Vietnam.
The bank's internal rules must require every payment order to state the amount and the purpose (Article 14(2)), and the investor must declare the purpose truthfully and stands behind the documents it supplies (Article 15(2)). A reference such as "charter capital contribution, tranche 1, IRC No. ..." works better than a bare "payment".
Before the IRC: what the direct investment capital account can do#
The Law on Investment 143/2025 lets a foreign investor incorporate before applying for the IRC (Article 19(2)). A company formed this way may open one foreign currency and/or one dong account at the same bank before its IRC, but may use it only to receive charter capital and interest, pay lawful pre-investment costs and refund the investors if no IRC is granted (Article 7(3)). Pre-investment payments must then go through that account (Article 5(4)). Only after the IRC may the company open accounts in other foreign currencies and use the full lists in Articles 8 and 9 (second paragraph of Article 7(3)), and it must give the IRC to the bank (Article 15(3)). On our reading, the account cannot receive an offshore loan, including a parent company loan, before the IRC, because the closed list in Article 7(3) does not include loans; ask the bank if you need early debt funding. On the traditional IRC-first route, money spent before licensing can later be converted into capital or a loan, or refunded (Article 5(1) and (2)), as the set-up post explains.
Share deals: when the price must pass through the account#
For shares or capital in a company covered by Article 6(1), Circular 38 sorts transfers by the residence status of the parties (resident and non-resident as defined in the Ordinance on Foreign Exchange):
| Seller and buyer | Through the company's capital account? | Pricing and payment currency |
|---|---|---|
| Non-resident and non-resident | No (Article 10(1)(a)) | Foreign currency allowed (Article 13(1)) |
| Resident and resident | No (Article 10(1)(a)) | Dong (Article 13(3)) |
| Resident and non-resident | Yes (Article 10(1)(b)) | Dong (Article 13(3)) |
In a BCC, every pairing listed in Article 10(2), including two non-residents, pays for a project transfer through the investment capital account. Where the account must be used, a foreign buyer wires foreign currency in (Article 8(1)(b)) and the bank sells it to pay the Vietnamese seller in dong (Article 8(2)(c)); a Vietnamese buyer pays dong in (Article 9(1)(b)) and the account buys foreign currency to pay the seller abroad (Article 9(2)(b)). A dollar price in a deal involving a resident breaches Article 13(3).
If the deal takes foreign ownership above 50% in a company that has no investment capital account yet, the company must open one (Article 7(6)). The Circular does not say whether this must happen before the price is paid; the cautious course is to open it before payment and after any capital contribution registration required by Article 21(3) of the Law on Investment. The full process is in buying shares in a Vietnamese company as a foreign investor.
Changing banks, closing the account and transition#
Changing banks: open the new account at another bank, move the whole balance, close the old account; the new account may be used only after these steps, except to receive the balance (Article 7(4)). There is no period of running both accounts, so avoid overlapping a dividend payment or loan instalment.
Mandatory closure (Article 7(5)), unless the account is being used for offshore borrowing, repayment or another lawful payment obligation:
- A company set up by a foreign investor: no foreign investor remains; the IRC is refused and contributions refunded; dissolution, bankruptcy or termination; or a project transfer that changes the originally registered legal entity (point a). Later refunds and lawful income then go to the foreign investor's current account or abroad (point c).
- Any company under Article 6(1): foreign ownership in a point (b) company falls to 50% or less, or the company becomes a listed or trading-registered public company; remaining foreign investors move to an indirect account (point b).
The 50% exit trigger in point (b)(i) is written only for point (b) companies. Point (a) companies, those set up by a foreign investor, have no ownership trigger, so on our reading they keep the account for as long as any foreign investor remains. Confirm with the bank before a sell-down. The exit sequence is in terminating an investment project in Vietnam.
Transition (Article 19): a company that opened a current account to receive charter capital before 18 August 2026 may move that money into an investment capital account opened under Circular 38 (clause 1); foreign petroleum investors have 12 months to open one (clause 2); and accounts that should be closed under Article 7(5)(a)(i) or (ii) but are still open must be closed within 12 months of 18 August 2026 (clause 3). Clause 3 is a deadline to close, not to open.
Capital paid into the wrong account#
Apart from the transitional case in Article 19(1) (a current account for capital opened before 18 August 2026), Circular 38 has no cure procedure for capital wired into an ordinary current account. The relevant rules are: cash contributions must go through the capital account (Article 4(4)) and the bank must check supporting documents (Article 14(3)); one accepted proof of contribution for company registration is a bank confirmation of the transfer into the company's account (Article 3(12)(c) of Decree 168/2025/ND-CP); members must pay in full within 90 days of the enterprise registration certificate, failing which the company registers the capital actually paid within 30 days (Article 47(2) and (4) of the Law on Enterprises; the same 90 days in Articles 75(2) and 113(1)).
Our assessment is that money that bypasses the capital account is hard to have recognised as a contribution, which can cause problems both in proving the 90-day contribution and in repatriating capital and profit later, which must pass through the capital account (Articles 11(1) and 12(1)); the fix depends on the bank. Foreign exchange breaches are handled by the regional State Bank office (Article 16(2)); we have not verified the penalty decree currently in force, so we quote no fines.
Common mistakes with a direct investment capital account#
- Paying capital into the company's current account, including the Vietnamese shareholder's share (Article 4(4)), or a Vietnamese shareholder contributing foreign currency bought from a bank (Article 4(2)).
- Holding the foreign currency account at bank A and the dong account at bank B, or using one account for two BCCs (Article 7(1) and (2)).
- Treating the pre-IRC account as an operating account (Article 7(3)).
- Getting the 50% line wrong: forgetting to open the account above 50%, or, in a point (b) company, forgetting to close it at 50% or below (Article 7(5) and (6)).
- Paying a resident/non-resident share price outside the account or in dollars (Articles 10 and 13).
- Not giving the bank the new IRC or enterprise registration certificate (Article 15(3)).
Our company formation service in Vietnam covers choosing the IRC-first or company-first route, the filings through to the certificates, and a post-licence capital contribution checklist that includes when to open the direct investment capital account and how to meet the 90-day deadline.
