The shareholders’ meeting approved the dividend, yet the bank refuses the outward transfer and asks for more documents. In most cases the bank is not being difficult — this is the foreign-exchange control mechanism: profits may move through the investment capital account only when the file proves the profit is real and tax is settled.
Legal conditions for remitting profits abroad
Foreign investors remit profits through the investment capital account (ICA) under Circular 38/2026/TT-NHNN (replacing Circular 06/2019/TT-NHNN, effective 18 August 2026), against core conditions: the profit is distributed by a valid corporate resolution based on audited financial statements; the company has completed the related tax duties, where notifying the direct tax authority before remittance is a mandatory link under current guidance; and the amount does not exceed distributable profit after offsetting accumulated losses and statutory fund allocations. The bank holding the ICA must examine the file before executing — and that examination is exactly where top-up requests and held transfers arise.
Why banks hold the transfer
The first group of reasons is tax paperwork: a missing notice to the tax authority, or notice details that do not match the distribution period. The second is profit arithmetic: the requested amount exceeds after-tax distributable profit, accumulated losses remain unoffset, or the statements are not audited by an accepted independent auditor. The third is account mechanics: the order runs from an ordinary payment account instead of the ICA, or beneficiary details diverge from the investment registration. Draw the line clearly: a bank holding for documents is different from a tax-authority freeze over tax debts — the latter must be resolved at the tax office, and the bank cannot release it itself.
An unblocking roadmap for one distribution cycle
- Build the remittance checklist the moment audited statements close: distribution resolution, financial statements, the tax notice file and tax-completion confirmations.
- Reconcile three figures — profit distributed, amount notified to the tax authority, amount on the transfer order — to absolute consistency before filing with the bank.
- If held, require the bank to list every missing document in writing rather than by phone, to avoid repeated top-up rounds stretching over weeks.
Frequently Asked Questions
Why does the bank hold the profit transfer?
The bank examines the file under Circular 38/2026/TT-NHNN before remitting through the ICA; frequent causes are a missing tax-authority notice, amounts exceeding distributable profit or unoffset losses, unaudited statements, or an order drawn on the wrong account type.
Must the tax authority be notified?
Yes, the company must notify its direct tax authority before remitting profits under the current procedure, with the distribution-period file attached; this is the most commonly skipped link behind held transfers.
What conditions must the profit itself meet?
Only lawful after-tax profit may move: audited financial statements, a distribution resolution by the competent body, accumulated losses offset and mandatory funds allocated, and the tax duties on that profit completed.
Can profits be sent in instalments?
Yes, by closed financial year or in tranches where the charter and resolution allow, provided each tranche meets its own tax and audit file conditions; remitting before those conditions complete is the most common cause of a hold.
This article has been quality-reviewed by the FLAW AI Legal Council
