Can foreign investors contribute capital in US dollars, euros, or other foreign currencies when establishing an enterprise in Vietnam? The answer is yes — but the money must pass through a special gateway: the direct investment capital account.
This article systematizes the rules on foreign-currency capital contributions and capital accounts under Circular No. 06/2019/TT-NHNN of the State Bank of Vietnam (issued June 26, 2019, guiding foreign exchange management for foreign direct investment in Vietnam).
1. May capital be contributed in foreign currency?
Under Clause 1, Article 4 of Circular No. 06/2019/TT-NHNN, foreign investors and Vietnamese investors may make capital contributions in foreign currency or Vietnamese dong, in line with the contribution levels recorded in:
- The Investment Registration Certificate;
- The establishment and operation license under specialized laws (if any);
- The notice on satisfaction of conditions for capital contribution, share purchase, or repurchase of contributed capital by foreign investors;
- The PPP contract signed with a competent state agency;
- Other documents evidencing lawful capital contribution.
The law does not require contributions in Vietnamese dong. Additionally, resident Vietnamese investors may contribute capital from their own foreign currency sources (Clause 2, Article 4).
2. The mandatory rule: transfer into the direct investment capital account
The key point in Clause 3, Article 4: “Cash capital contributions by foreign investors and Vietnamese investors must be made by transfer into the direct investment capital account.”
In other words: no cash contributions — every cash contribution must be transferred into the enterprise’s direct investment capital account. Cash contributions violate foreign exchange regulations.
3. Direct investment capital account: where and how many?
Under Article 5 of Circular No. 06/2019/TT-NHNN:
- A foreign direct invested enterprise must open one foreign-currency direct investment capital account at one licensed bank to conduct lawful foreign-currency receipts and payments related to foreign direct investment in Vietnam;
- The enterprise concurrently opens a corresponding Vietnamese-dong direct investment capital account;
- Account receipts include: inward transfers of direct investment capital in foreign currency and Vietnamese dong by foreign investors.
Who must open the account (Clause 2, Article 3): foreign direct invested enterprises — including foreign investors participating in business cooperation contracts (BCC) and PPP contracts.
4. When must the capital account be closed?
Under point b, clause 2, Article 3 of Circular 06/2019/TT-NHNN (as amended by Circular 03/2025/TT-NHNN, effective 16/6/2025), an enterprise with foreign investors holding more than 50% of charter capital following division, split, merger, or consolidation events qualifies as a “foreign direct invested enterprise” → it must OPEN (maintain) a direct investment capital account. Conversely, an enterprise must CLOSE its direct investment capital account where: foreign investors’ ownership ratio is 50% or below after a transfer or additional issuance, or the enterprise becomes a listed/registered public company (clause 6, Article 5, as amended by Circular 03/2025). Non-resident foreign investors then open an indirect investment capital account for transactions under indirect investment rules.
Note: the “51%” threshold in Circular 06/2019 was amended by Circular 03/2025/TT-NHNN (effective 16/6/2025) to “more than 50%”.
5. Other transactions through the capital account
The direct investment capital account serves more than capital contributions. Under the Circular’s scope (Article 1), it also handles:
- Transfers for pre-investment activities;
- Outward transfers of capital, profits, and other lawful income;
- Transfers of investment capital and investment projects.
Foreign loans (drawdown, principal, interest, and fee payments) follow separate rules on enterprises’ foreign borrowing and debt repayment (Clause 4, Article 4).
6. Practical checklist for investors
- ☐ Open the direct investment capital account (foreign currency + VND) at one licensed bank before transferring contribution funds;
- ☐ Contribute exactly the amounts recorded in the IRC or capital-contribution eligibility notice;
- ☐ Make every cash contribution by bank transfer — never in cash;
- ☐ Keep transfer records for audit and inspection;
- ☐ When repatriating profits: route through the capital account and comply with foreign exchange rules (Clause 5, Article 4).
Need advice on capital structuring and capital accounts for your FDI project? Contact us.
Reviewed by the FLAW AI Legal Council and submitted to the owner for approval. This article is for reference only and does not constitute legal advice for your specific case.