A Singapore fund negotiates to acquire an entire factory project in Hai Duong from a Korean investor. The price is agreed and the contract signed, but on the first payment date the project company’s bank holds the order because the foreign exchange file is incomplete: the investment registration certificate has not been amended to the new investor’s name, the buyer has not opened a capital account, and there is no capital transfer tax document. The story repeats in most project assignments: the foreign exchange part is not difficult, but it has its own sequence and does not accept shortcuts set by commercial timetables.
Applicable legal basis
Under Circular 38/2026/TT-NHNN, the price for assigning an investment project between foreign investors must be paid through the investment capital account (ICA) of the project enterprise in Vietnam. This channel ensures the assignment money is recorded in the foreign exchange administration system, attached to the correct project and the correct investor. The assignee, upon becoming the project’s direct investor, opens its own capital account set at an authorised bank of its choice to perform subsequent capital obligations such as completing unpaid charter capital or injecting additional project funding.
The transaction’s procedural foundation lies in two registration layers that must run ahead of the money. The first layer is amending the investment registration certificate under Investment Law No. 143/2025/QH15 to record the new investor and, where applicable, obtaining in-principle approval for the project assignment. The second layer is registering the change of members or owner with the business registration authority under Enterprise Law No. 59/2020/QH14. The bank processes assignment money smoothly only when those two layers correctly reflect the seller, the buyer and the assigned capital ratio, together with confirmation that the seller’s capital transfer tax obligation is complete.
Analysis for the company’s situation
The foreign exchange sequence of a project assignment
The sequence runs through four stages. Stage one completes approval and amendment of the investment registration and enterprise registration so the new investor validly appears on the project’s documents. Stage two has the foreign assignee open a capital account and prepare the payment funds through the channel the assignment contract prescribes. Stage three completes the seller’s capital transfer tax obligation, with the tax payment document or the tax office’s confirmation serving as a condition for the bank to process the money. Stage four pays the assignment price through the project enterprise’s capital account and records the investor change in the bank file, after which the seller’s capital account set is closed when no transaction remains attached to that investor.
When the buyer is a Vietnamese company
Where the assignee is a Vietnamese enterprise rather than a foreign investor, the foreign direct investment relationship in the project ends for the assigned portion, and the buyer does not open an investment capital account in the capacity of a foreign investor. Paying the assignment price to the offshore seller is still a capital transaction leaving Vietnam, so it must still travel through the project enterprise’s capital account channel as the bank directs, with the full assignment file and tax documents, for the seller to receive money abroad lawfully. The difference lies on the buyer’s side: it pays from its domestic funds and takes on no continuing capital account obligations such as contributing capital through an ICA.
The documents the bank will demand before letting money go
The foreign exchange file of an assignment usually comprises the project or capital assignment contract, the amended investment registration certificate recording the new investor, the post-change enterprise registration certificate, the investment registration authority’s approval where the transaction requires one, the capital transfer tax completion documents, and a payment instruction stating the amount, the beneficiary and the contractual basis. Missing any document that changes investor information on the certificates leaves the order in pending status at the bank, and practical experience shows the slowest link is usually the investment registration amendment rather than the bank itself.
Procedure and document checklist
- Amend the investment registration certificate and enterprise registration to record the new investor before the payment date.
- Have the foreign assignee open a capital account at an authorised bank of its choice.
- Complete the seller’s capital transfer tax obligation and obtain the payment document or tax office confirmation.
- Assemble the full foreign exchange file (assignment contract, amended registrations, tax documents) for the project enterprise’s bank.
- Pay the assignment price through the project enterprise’s ICA; close the seller’s capital account set after completion.
Risks and practical notes
The largest risk in project assignments is letting the commercial timetable run ahead of the registration timetable: deposit and payment milestones negotiated in the contract while the investment registration certificate still names the old investor, leaving money held at the bank and the parties disputing who caused the late payment. A second risk is leaving the transfer tax obligation until payment day; both the tax office and the bank treat the tax document as a precondition, and completing that obligation takes weeks rather than days.
Frequently asked questions
Which foreign exchange procedures apply when selling an FDI project to another foreign investor?
The foreign exchange side revolves around the project enterprise’s investment capital account under Circular 38/2026/TT-NHNN: the assignment price is paid through that account, the foreign buyer opens its own capital account, and the bank processes payment only when the file (assignment contract, amended investment registration certificate, transfer tax documents) is complete.
Must a project assignment be paid through the capital account?
Yes. The price for assigning a project or a capital portion between foreign investors must be paid through the investment capital account (now the ICA) of the project enterprise at an authorised bank in Vietnam. Payment through an offshore account or an ordinary payment account is not recognised by the banking system as a valid assignment transaction.
What does the foreign exchange file for a project assignment comprise?
The assignment contract, the amended investment registration certificate recording the new investor, the post-change enterprise registration certificate, the investment registration authority’s approval where the transaction requires one, and the documents evidencing completion of the seller’s capital transfer tax obligation.
Do procedures differ when the buyer is a Vietnamese company?
It differs on the buyer’s side: a Vietnamese enterprise does not open an investment capital account as a foreign investor and pays from domestic funds. However, the money paid to the offshore seller remains a capital transaction leaving Vietnam, so it still runs through the project enterprise’s capital account channel with the full assignment file and tax documents.
This article has been quality-reviewed by the FLAW AI Legal Council