Repatriating FDI Capital: Investment Capital Account, Foreign Exchange, and the Profit Remittance Procedure

A Singapore-owned company had operated in Vietnam for five years. The investor wanted to move money home: part accumulated profits, part original capital after transferring shares to a Vietnamese partner. The accountant transferred funds from the company’s ordinary VND payment account to an account in Singapore — the bank rejected the transaction. The bank’s explanation: a foreign investor’s capital and profits must go through a dedicated account, not the ordinary payment account.

This is one of the most common choke points when foreign investors pull money out of Vietnam. This article explains the full mechanism: the mandatory account under Circular 38/2026/TT-NHNN, the procedure for remitting profits abroad, the taxes that must be settled before money is moved, and the steps for winding down the investment entirely.

“DICA” Is the Old Name — the Account Is Now Called the Investment Capital Account

Among foreign investors, the term “DICA” (Direct Investment Capital Account) has been used for many years. It is no longer current legal terminology.

On 18 August 2026, Circular 38/2026/TT-NHNN of the State Bank of Vietnam took effect, replacing Circular 06/2019/TT-NHNN. The new circular renames this account type the “foreign investment capital account in Vietnam”, shortened to “investment capital account” (Article 3(3)). The term “Direct Investment Capital Account / DICA” no longer appears in current law.

This article uses the new term — investment capital account — throughout, and mentions “DICA” only to explain it to readers who know the old name.

The investment capital account is the tool the State Bank uses to manage inbound and outbound foreign investment flows. Most investment-related transactions of foreign investors — capital contributions, capital transfers, profit remittance abroad — must be conducted through this account at an authorized bank.

Who Must Open an Investment Capital Account?

Under Article 6 of Circular 38/2026/TT-NHNN, the obligation to open an investment capital account applies to entities within the circular’s scope in the cases prescribed by law — not every foreign investor is automatically required to open one. The basic principle is that each entity opens the account at one authorized bank; opening at a different bank is permitted only in the prescribed cases (Article 7(3)).

On account structure, Article 7 provides that each entity opens one foreign-currency account and/or one Vietnamese-dong account at the same authorized bank — the foreign-currency account may be opened per currency type. Opening an investment capital account before being granted the Investment Registration Certificate (IRC) is permitted only in the cases prescribed by law, and the use scope of a pre-IRC account is limited. This is consistent with the spirit of the 2025 Law on Investment, which allows investors to establish economic organizations before being granted the IRC in certain cases.

For investors who opened a direct investment capital account under the old rules (Circular 06/2019/TT-NHNN), Circular 38/2026 provides transitional provisions with a 12-month deadline from 18 August 2026 — but their scope is narrower than many assume. This deadline applies to foreign investors in oil and gas operations active before the circular took effect, who must complete the opening of an investment capital account (having previously continued to use payment accounts); and it is the deadline for closing the investment capital account of a foreign-invested economic organization where (i) no foreign investor holds any shares or capital contributions, or (ii) no IRC was granted or adjusted and contributed capital has been refunded — i.e., only the cases at points (i) and (ii) of Article 7(5)(a). Dissolution (Article 7(5)(a)(iii)) falls outside this 12-month transitional window: closing the account follows the enterprise’s dissolution procedure, coordinated with the authorized bank. In other words, there is no general obligation requiring every business using an old DICA account to close the old account and open a new one within 12 months. Businesses should nevertheless check with their account-holding bank to update the account name and procedures under the new rules.

Prerequisite: Settling Financial Obligations in Vietnam

Before discussing how to move money, the foundational principle must be understood: profits may be remitted abroad only after the investor has fulfilled financial obligations to the State of Vietnam. This is not a banking procedure — it is a mandatory legal condition under Circular 186/2010/TT-BTC of the Ministry of Finance (effective 2 January 2011, still in force).

Specifically, lawful profit eligible for remittance abroad is the profit remaining after the investor has fully discharged financial obligations under Vietnamese law, including corporate income tax and other amounts payable to the state budget (Article 2, Circular 186/2010/TT-BTC).

This means that before the bank executes a profit remittance order, the enterprise must have:

Audited financial statements for the fiscal year in which the profits arose.
Filed corporate income tax (CIT) finalization returns with the tax authority.
Fully paid the CIT payable (with no outstanding tax debts, penalties, or late-payment interest related thereto).

In practice, authorized banks usually require the enterprise to produce this document set before permitting the transfer — this is the stage where many businesses are delayed because the audit is unfinished or tax finalization is stuck.

Remitting Profits Abroad: Two Permitted Moments

Article 4 of Circular 186/2010/TT-BTC provides that foreign investors may remit profits abroad in two cases:

Annual profit remittance — after the end of the fiscal year, based on audited financial statements and CIT finalization.
Profit remittance upon termination of investment in Vietnam — upon termination of investment, dissolution, or full capital transfer.

On procedure, Article 5 of Circular 186/2010/TT-BTC requires the investor to notify the directly managing tax authority at least 7 working days before remitting profits (using the prescribed form). Two distinct steps should not be confused: the notification obligation to the tax authority under Article 5 is simply sending the notice — while the documentary proof of fulfilled financial obligations (audit report, finalization return, tax payment vouchers) is the dossier the authorized bank usually requires when executing the transfer order. This is the step many investors miss, mistakenly thinking they only need to deal with the bank.

The typical sequence is as follows:

Complete the audit of the year’s financial statements.
File the CIT finalization return and pay tax in full.
Notify the tax authority at least 7 working days in advance.
Issue the transfer order through the investment capital account at an authorized bank (Articles 11 and 12 of Circular 38/2026/TT-NHNN govern the remittance of capital, profits, and other lawful income abroad through this account).
The bank reviews the dossier and executes the transfer.

Note: profits may not be remitted directly from the company’s ordinary VND payment account abroad. The funds must flow through the investment capital account — which is exactly why the transaction in the opening scenario was rejected.

A lesser-noticed practical point: if the investor does not remit money abroad but continues to invest in Vietnam, capital, profits, and other lawful income in the investment capital account may be moved to a payment account to carry out other investment activities in Vietnam, under the mechanism in Articles 11 and 12 of Circular 38/2026/TT-NHNN (except for statutory exceptions).

Repatriating Original Capital upon Investment Termination

When an investor terminates investment in Vietnam — whether through enterprise dissolution, IRC revocation, or full capital transfer — the remaining original capital after asset liquidation, debt settlement, and tax settlement may be transferred abroad.

The legal sequence here is closely tied to the investment project termination procedure under Article 36 of the 2025 Law on Investment (Law No. 143/2025/QH15, effective 1 March 2026, replacing the 2020 Law on Investment) and Decree 96/2026/ND-CP guiding the 2025 Law on Investment (effective 31 March 2026, replacing Decree 31/2021/ND-CP).

The key tax point: income from capital transfer and investment project transfer is subject to CIT. Article 3 of the 2025 Law on Corporate Income Tax (Law No. 67/2025/QH15, effective 1 October 2025) provides at clause 2 that “other taxable income” includes “income from capital transfer, capital contribution right transfer, securities transfer” (point a) and “income from investment project transfer, investment project participation right transfer” (point c).

This has two practical consequences:

Selling shares/contributed capital to another party (including a Vietnamese party): the difference between the transfer price and cost is determined as taxable CIT income. Tax must be declared and paid in full before the remaining funds may be transferred abroad.
Asset liquidation upon dissolution: income from asset liquidation must also be fully finalized in the tax finalization dossier upon cessation of operations.

Additionally, payment for capital transfer between a foreign investor and the transferee must also be made through the investment capital account under Article 10 of Circular 38/2026/TT-NHNN — but note this provision distinguishes according to the parties’ residence status: where a non-resident investor transfers shares or capital contributions to a transferee resident in Vietnam (as in this article’s scenario: a foreign investor selling to a Vietnamese partner), payment must go through the investment capital account; conversely, a transfer between non-resident investors does not go through this account — so it is not the case that every capital transfer must use the investment capital account.

On the right to transfer assets abroad, Article 11 of the 2025 Law on Investment (Law No. 143/2025/QH15, effective 1 March 2026) provides that investors may transfer abroad investment capital, investment liquidation amounts, income, and other lawful assets owned by them after fully fulfilling financial obligations to the State of Vietnam as prescribed by law.

Foreign Exchange Management: What Does the Bank Check?

The entire mechanism sits within Vietnam’s foreign exchange management framework, founded on the Foreign Exchange Ordinance (Ordinance No. 28/2005/PL-UBTVQH11, as amended by Ordinance No. 06/2013/UBTVQH13; consolidated text No. 07/VBHN-VPQH). The core principle: within Vietnamese territory, all payment transactions are conducted in Vietnamese dong, except in cases where foreign exchange use is permitted.

In an actual capital withdrawal, the parties’ roles are allocated as follows:

Authorized bank (where the investment capital account is opened): the transaction hub. In practice, the bank usually checks the completeness and legality of the dossier — including documents evidencing that the investor has fulfilled financial obligations — before executing the outbound transfer order; if the dossier is insufficient, the bank may refuse the transaction.
The State Bank of Vietnam: under the current mechanism, investors do not complete a separate SBV approval procedure for each specific profit or capital transfer — a common misconception. The SBV’s role is to issue regulations (such as Circular 38/2026), supervise the banking system, and manage capital flows at the macro level.
The tax authority: receives the notice 7 working days in advance (Article 5, Circular 186/2010/TT-BTC); in practice, businesses often work with the tax authority to reconcile and confirm their tax obligation status before the bank executes the transfer order.

Understanding this allocation helps businesses prepare dossiers for the right address: work with the tax authority on financial obligations, work with the bank on transfer procedures — instead of trying to “seek approval from” the SBV for a specific transaction.

Action Checklist for Repatriating Capital

Determine the withdrawal form: annual profit remittance, capital transfer to another party, or full termination of investment (dissolution/IRC revocation). Each form has a different sequence.
Check the investment capital account: whether it has been properly opened under Circular 38/2026; the 12-month transitional period from 18 August 2026 applies only to the prescribed cases (oil and gas investors; account closure where no foreign investor remains) — businesses generally should check with their bank to update to the new name and procedures.
Complete the audit of financial statements for the period in which profits arose.
File the CIT finalization return and pay tax, penalties, and late-payment interest in full (if any).
Notify the tax authority at least 7 working days before remitting profits (Article 5, Circular 186/2010/TT-BTC).
If transferring capital: declare and pay CIT on income from capital transfer (Article 3, 2025 CIT Law); settle transfer payments through the investment capital account (Article 10, Circular 38/2026/TT-NHNN).
If terminating investment: complete the investment project termination procedure under Article 36 of the 2025 Law on Investment and Decree 96/2026/ND-CP before repatriating original capital abroad.
Issue the transfer order through the investment capital account at an authorized bank, with the dossier evidencing fulfilled financial obligations.
Close the investment capital account after all transactions are complete, per bank regulations and Circular 38/2026/TT-NHNN.

When You Need a Lawyer

The capital withdrawal mechanism looks like banking procedure, but the real choke points are legal: correctly determining tax obligations before moving money, structuring capital transfer transactions for lawful tax optimization, handling parent-subsidiary related-party transactions, or coordinating investment project termination with tax code closure and investment capital account closure.

Businesses should work with a lawyer when: the value transferred abroad is large; the capital transfer has a complex structure (indirect transfer via an intermediary company in a third country); the tax authority is conducting an inspection or examination; or the investment project has tax incentives that need to be finalized upon termination.

A foreign investor needing advice on capital withdrawal, profit remittance abroad, or investment project termination in Vietnam? Leave your contact information via the form below, call 0988424851, message 0988424851 or 0988424851. The first 30 minutes of consultation are FREE — FLAT responds within 4 working hours.