FDI Enterprises Moving Part of Their Treasury Operations Into the IFC: The Regional Treasury Centre Model

Placing a regional treasury centre at the IFC is a strategic move for many FDI groups, but the model value lies in the detail: which cash flows may run through the centre special foreign-exchange regime, which must return to the ordinary capital-account regime, and how internal treasury service fees will be tested as related-party transactions.

Governing Instruments

The treasury centre model at the IFC and the special FX regime

Resolution 222/2025/QH15 designs for centre members a special foreign-exchange regime more liberal than the general one: members may perform capital transactions and payments attached to in-centre activities through accounts at the centre under the centre regulations, serving exactly the centralised treasury model — collections and payments on behalf, intra-group lending, netting and regional liquidity management. This is the precondition for a treasury centre to operate for real, because the model lives on the speed and concentration of cash flows, two things the ordinary FX regime outside the centre is not designed to serve.

The regime limit is scope: the special treatment applies to member activities inside the centre. Capital flows reaching outside the centre — investment into Vietnamese subsidiaries outside the IFC, profit remittance from those subsidiaries, their foreign borrowings — still follow the general regime: the investment capital account under Circular 38/2026/TT-NHNN replacing Circular 06/2019/TT-NHNN (the direct investment capital account terminology has moved to ICA), foreign loan registration and the corresponding management gates. Enterprises must therefore draw a two-zone cash-flow map when designing the model: the in-centre zone and the out-of-centre zone, with a compliance bridge between them.

Model taxation: centre incentives and the transfer-pricing price

On tax, in-centre activities enjoy the incentive regime of the Resolution, of which the clearly determined point is personal income tax exemption for managers, experts, scientists and high-qualification personnel working at the centre through the end of 2030 — the factor directly deciding whether senior treasury staff can be placed in Vietnam instead of Singapore or Hong Kong. Corporate income tax incentives for in-centre activities apply under the Resolution framework and guidance texts; the enterprise should confirm the level applying to its exact financial activity lines before locking the economic model.

The compliance price of the model sits in related-party transactions: the treasury centre charges capital-management service fees to subsidiaries, lends internally and guarantees internally — all related-party transactions governed by Decree 255/2026/ND-CP replacing Decree 132/2020/ND-CP from 1 July 2026 (applying from the 2026 corporate income tax period). Treasury service fees need an arm length pricing basis, internal loan interest must respect the deductible interest cap (the 30% EBITDA ceiling under the related-party framework), and pricing documentation must be prepared as for any other internal service centre. Placing treasury at a financial centre does not exempt transfer-pricing discipline — it only changes the location of the function.

Application Analysis

On moving profits and capital between subsidiaries and the treasury centre: within the centre scope, cash flows run under the special regime; but profits of subsidiaries outside the centre remitted to the group must still complete tax duties and the outward profit-remittance procedures under general investment and FX law (the right to remit lawful profits abroad after completing financial obligations is a principle of the Law on Investment 143/2025/QH15). The practically workable model is usually hybrid: the IFC treasury centre manages liquidity and funding for in-centre and regional activities, while Vietnamese manufacturing subsidiaries keep the ordinary capital regime and connect to the centre through fully documented service and lending transactions.

The model largest risk is turning the treasury centre into a profit-shifting shell: the group places the function on paper at the IFC to enjoy incentives while people, decisions and real risks sit elsewhere. Vietnamese tax authorities apply economic substance in related-party matters; a centre with no real people, no real decisions and no real risk will be challenged both on transaction pricing and on its entitlement to centre incentives. The survival condition of the model is therefore substantive operations — exactly why the Resolution attaches senior-personnel incentives to the centre.

Recommended Actions

Draw the two-zone cash-flow map (in-centre and out-of-centre) and define the compliance bridge for each flow before registering the model.
Obtain written confirmation from the Executive Body on the scope of the special FX regime applying to each planned treasury transaction type.
Build the related-party pricing policy for treasury service fees, internal loan interest and guarantees under Decree 255/2026 from day one of operations.
Ensure substantive operations: treasury staff taking real decisions at the centre, internal credit approval files and risk management located at the centre.

Frequently Asked Questions

Under what model does an FDI enterprise move part of its capital management operations into the IFC?

Under a regional treasury centre model placed at the centre: centralising collections and payments on behalf, intra-group lending, netting and regional liquidity management into a single hub that is a centre member, operating on the centre special FX regime. In practice it is usually hybrid — the IFC centre manages flows within the centre scope and connects to subsidiaries outside the centre through fully documented service and lending transactions, because those subsidiaries remain under the ordinary capital regime.

What foreign-exchange and tax regimes does a regional treasury centre placed at the IFC enjoy?

On FX: the centre special regime for capital transactions and payments attached to in-centre activities under the Operating Regulations — more liberal than the general regime to serve centralised treasury management. On tax: the incentive regime of Resolution 222/2025, of which the determined point is personal income tax exemption for managers, experts, scientists and high-level personnel working at the centre through the end of 2030; corporate income tax incentives apply under the Resolution framework and guidance texts for each activity line.

Are profit and capital movements between subsidiaries and the treasury centre at the IFC restricted?

Within the centre activity scope, cash flows follow the special regime. But profits and capital of subsidiaries outside the centre remain under the general regime: profit remittance abroad after completing tax and financial obligations under investment law, investment capital flows through the investment capital account under Circular 38/2026/TT-NHNN, and foreign loans subject to foreign borrowing registration. The model design must identify which flows belong to which zone instead of assuming everything runs on centre terms.

What related-party transaction risks should a group placing treasury at the IFC watch for?

Every flow between the centre and affiliates — treasury service fees, internal loan interest, guarantee fees — is a related-party transaction under Decree 255/2026/ND-CP replacing Decree 132/2020 from 1 July 2026. An arm length pricing policy is needed, the actual benefit of treasury services to each subsidiary must be evidenced, the deductible interest cap respected, and full transfer-pricing documentation prepared. The core risk is a centre lacking substantive operations: without real people and decisions, both transaction prices and incentive entitlement can be challenged.

This article has been quality-reviewed by the FLAW AI Legal Council