What the investor needs to understand
- Vietnam controls capital flows by account type. The right account depends on whether the Vietnam company is a 'foreign direct investment enterprise' under foreign-exchange rules (this test is NOT identical to the investment-law test) (confirm with counsel).
- Capital contributed outside the correct account may not be recognised, and can block later repatriation of capital and profit.
Key items
| Topic | What the investor needs to know | When it matters | Authority |
|---|---|---|---|
| Direct Investment Capital Account (DICA) | Opened by the FDI enterprise at ONE licensed bank in Vietnam, in foreign currency and / or VND. Used to receive charter capital and offshore loans and to remit profit and capital abroad | Immediately after ERC / IRC | Licensed bank (State Bank of Vietnam rules) |
| Indirect investment account | VND account opened by the foreign investor for portfolio-type investment in companies that are not FDI enterprises under FX rules | M&A into non-FDI targets | Licensed bank |
| Charter capital contribution | Must be fully contributed within the statutory period from the ERC date (confirm with counsel) and in line with the IRC schedule. Shortfall → reduce capital or face penalties | After ERC | Business Registration Office; bank |
| Pre-incorporation expenses | Costs paid by the investor before the company exists may be converted to capital or loan only if documented and routed correctly (confirm conditions with counsel) | Before ERC | Bank |
| M&A payment route | Depends on target's status before and after the deal: target's DICA vs investor's indirect investment account; payments between two non-residents may be made offshore (confirm with counsel). | SPA negotiation and closing | Licensed bank |
| Foreign loans | Medium / long-term offshore loans must be registered with the State Bank; short-term loans are not registered but are reported and restricted in purpose (confirm with counsel). Borrowing must stay within the IRC's total investment capital less charter capital | Financing | State Bank of Vietnam |
| Profit remittance | Permitted after the financial year is audited, taxes are settled and there are no accumulated losses; notify the tax authority before remitting (confirm with counsel). | Annually | Tax authority; bank |
| Pricing and payments in foreign currency | Domestic transactions must generally be priced and paid in VND, with limited exceptions | Contracts | State Bank of Vietnam |
| Capital increases / decreases | Increase: amend ERC (and IRC where project capital changes). Decrease: only in limited cases | Life of the project | Business Registration Office; Investment registration authority |
Common pitfalls
- Parent pays the landlord or contractors directly and later tries to call it 'capital'.
- Two DICAs at two banks.
- Shareholder loan drawn before registration.
- Missing the capital contribution deadline.
Legal status reviewed as of 18 September 2026. Confirm current rules with counsel before acting.