Direct Investment Capital Account (DICA)

What is an investment capital account and which companies must open one?

An investment capital account is a dedicated account for carrying out receipt and payment transactions related to foreign investment activities in Vietnam, opened at an authorised bank. Before 18/8/2026, this account was officially named the “Direct Foreign Investment Capital Account” (abbreviated DICA — Direct Investment Capital Account); since Circular 38/2026/TT-NHNN took effect, its official name is the “Foreign Investment Account in Vietnam”, shortened to “Investment Capital Account”. In practice, investors and banks still habitually call it DICA, so this page uses both names for ease of reference.

Companies required to open and use an investment capital account include: companies with foreign investors owning more than 50% of charter capital; companies implementing PPP projects; and companies not required to obtain an Investment Registration Certificate but which have voluntarily applied for and been granted one. The “more than 50%” threshold (replacing the previous “51% or more”) was updated by Circular 03/2025/TT-NHNN, effective from 16/6/2025.

The core difference from an ordinary payment account: the payment account serves day-to-day business operations (collecting sales proceeds, paying salaries, paying suppliers), while the investment capital account serves only capital transactions — and the law requires a foreign investor’s capital transactions to go through this account. The two accounts cannot substitute for each other.

Common issues clients face

The most common mistake is the investor remitting capital contributions into the company’s payment account instead of the investment capital account. In that case, the cash flow is not recorded as an investment capital contribution through the proper channel — the consequence is difficulty proving that capital has been fully contributed, obstacles when the bank controls subsequent transactions, and possible disputes among investors over contribution obligations.

The second mistake is repatriating profits abroad through an ordinary payment account. Foreign exchange management law requires the outward transfer of capital, profits and lawful income of a foreign investor to be carried out through the investment capital account — using the wrong channel amounts to a violation of foreign exchange management regulations and may result in administrative sanctions in the monetary and banking sector.

Another situation: a company opened an investment capital account before 18/8/2026 (under the old DICA name) but has not reviewed it for consistency with the new name and rules of Circular 38/2026/TT-NHNN. In addition, many companies are uncertain when the foreign investor’s ownership ratio changes around the 50% threshold (for example after a partial capital transfer) — not knowing whether they are still required to maintain the investment capital account or must switch to the indirect investment capital account mechanism.

Transactions that must go through the investment capital account

The general principle: all foreign-currency and Vietnamese-dong receipt and payment transactions related to direct foreign investment activities in Vietnam must be carried out through the investment capital account opened at an authorised bank. The table below lists the main transaction groups (under the mechanism of Circular 06/2019/TT-NHNN as carried over into Circular 38/2026/TT-NHNN):

The above list covers the main transaction groups. The specific receipt/payment scope of each account (foreign currency/Vietnamese dong) and the exceptions are detailed in Circular 38/2026/TT-NHNN — you should cross-check the document in force at the time of the transaction.

Profit repatriation: conditions and procedure

This is the transaction of greatest interest — and also where the most issues arise. The legal framework has three layers:

• Mandatory channel: a foreign investor’s profits and lawful income from investment activities in Vietnam may only be transferred abroad through the investment capital account. Do not use an ordinary payment account for this transaction.
• Precondition: the company must have fulfilled its financial obligations to the State as prescribed (taxes and other financial obligations) before transferring profits. The profits transferred are after-tax profits determined in accordance with the law.
• Timing: investors may transfer profits annually and upon completion of investment activities in Vietnam, in accordance with the regulations in force at the time.

Special case: when the company must close the investment capital account due to dissolution, bankruptcy or termination of existence, or because a project transfer changes the originally registered legal entity, the foreign investor may use its own foreign-currency or Vietnamese-dong payment account opened at an authorised bank to purchase foreign currency and transfer investment capital and lawful income abroad. This is the legally provided exit for the “post” investment capital account stage — see Corporate Dissolution & FDI Project Termination.

On tax: profit repatriation may involve tax obligations (corporate income tax, contractor tax on certain cross-border payments, double taxation avoidance agreements) — see Tax Advisory for FDI Enterprises. Companies should coordinate among lawyers, accountants and the bank before each profit transfer to prepare sufficient documentation evidencing the lawful source of funds.

Capital transfers and capital recovery upon project termination

When a foreign investor transfers all or part of its capital contribution/shares to another party, the cash flow paying the transfer value must go through the investment capital account. Key point: after the transfer, if the foreign investor’s remaining ownership ratio is at or below 50% of charter capital, the company may no longer be required to maintain a direct investment capital account — it must then close this account and switch to the appropriate account mechanism (an indirect investment capital account) as prescribed. Conversely, a transferee who is a foreign investor inherits the obligation to use the investment capital account for subsequent transactions.

Upon termination of the investment project (expiry, early liquidation, company dissolution), recovery of investment capital abroad must also be carried out through the investment capital account, after all financial obligations, tax debts and employee obligations have been paid. The overall market-exit sequence is presented in Corporate Dissolution & FDI Project Termination — the investment capital account is the foreign exchange “gateway” of that entire sequence. See M&A and Corporate Restructuring for capital transfer transactions with complex structures.

Where to open the account and what documents are needed?

• Where: at a bank authorised for foreign exchange operations in Vietnam (a commercial bank licensed by the State Bank of Vietnam). The company chooses a bank convenient for transactions and experienced in handling foreign investment capital files.
• When: under the new rules (Circular 38/2026/TT-NHNN), investors may open the investment capital account before obtaining an Investment Registration Certificate — an important change from the past, helping investors proactively prepare capital flows from the pre-investment stage. In all cases, the account must be ready before the first capital contribution transaction.
• Account type: the company opens the investment capital account in foreign currency and/or Vietnamese dong depending on transaction needs, at the same authorised bank selected.
• Documents: each authorised bank has its own forms and document checklist; in principle, these include the company’s legal documents (Investment Registration Certificate, Enterprise Registration Certificate, charter), the foreign investor’s legal documents, and documents evidencing the status and authority of the person opening the account. Foreign-issued documents usually require consular legalisation and notarised translation as prescribed.

FLAT LAW FIRM typically recommends clients finalise the bank and open the investment capital account in parallel with the IRC/ERC application process — see Setting up an FDI Company in Vietnam — so that once the licences are issued, capital contributions can be remitted immediately without further waiting.

How does FLAT LAW FIRM help?

• Advising on whether the company is required to open an investment capital account, especially “grey area” cases around the 50% ownership threshold or after a partial capital transfer.
• Reviewing and standardising the account opening file: cross-checking the authorised bank’s checklist, drafting internal documents (decisions, authorisations), and handling consular legalisation of foreign documents.
• Designing capital transaction flows: capital contributions, capital transfers, profit transfers and capital recovery — ensuring each transaction uses the correct account channel under current foreign exchange management rules.
• Supporting profit repatriation procedures: reviewing conditions (fulfilment of financial obligations, determination of after-tax profits) and preparing documentation evidencing the lawful source of funds for the bank to approve the transaction.
• Handling arising situations: closing/converting the investment capital account when ownership ratios change; remedying cash flows that went through the wrong channel (contributions/profit transfers via payment accounts); coordinating with the bank when a transaction is suspended for inspection.
• Coordinating with tax services: optimising tax obligations relating to profit transfers, capital transfers and double taxation avoidance agreements — see Tax Advisory for FDI Enterprises.

Implementation process

1. Receiving information: determining the ownership structure, the foreign investor’s capital ratio, IRC/ERC status, and upcoming capital transaction needs (contributions, profit transfers, capital transfers).
2. Assessing the account obligation: whether the company is required to open an investment capital account; whether an existing account (opened under Circular 06/2019) needs review under Circular 38/2026.
3. Preparing the account opening file: cross-checking the selected authorised bank’s checklist; handling consular legalisation and notarised translation of foreign documents.
4. Opening the account and setting up transaction flows: coordinating with the bank to complete the investment capital account opening (foreign currency/Vietnamese dong); guiding the company’s accountants to distinguish and correctly operate the two account types.
5. Executing capital transactions: supporting each specific transaction — contributions, transfers, profit transfers, capital recovery — preparing evidence for the bank’s approval.
6. Ongoing compliance monitoring: reviewing account usage when changes occur (ownership ratios, project termination), updating new regulations and warning of risks.

Documents clients should prepare

• Investment Registration Certificate (IRC) — if already issued (under the new rules, the account may be opened before the IRC is obtained).
• Enterprise Registration Certificate (ERC) and company charter.
• The foreign investor’s legal documents (establishment/business registration licence issued abroad — requiring consular legalisation and notarised translation).
• Passports of the legal representative / the person authorised to open and operate the account.
• Authorisation document for opening and using the account (if the person acting is not the legal representative).
• Documentation evidencing the source of funds for each specific transaction: capital contribution decisions, capital transfer contracts, financial/audit reports and profit distribution decisions (for profit transfers).

The above list is for reference. Each authorised bank has its own forms and document requirements — contact FLAT LAW FIRM for a cross-check of the specific checklist of the bank you plan to open the account with.

Expected timeline and costs

The time needed to open an investment capital account depends on the speed of the company’s document preparation (especially consular legalisation of foreign documents, which usually takes 1–3 weeks) and each bank’s internal review process. If the file is complete, opening the account at the bank is usually completed within a few working days.

For each capital transaction (especially a first profit repatriation), the bank will check the documentation evidencing the source of funds and the fulfilment of financial obligations — companies should budget preparation time before the planned transfer date. FLAT LAW FIRM’s legal service fees are quoted specifically according to the scope of work — please contact us for a quotation.

Legal update as of September 2026

Circular 38/2026/TT-NHNN on foreign exchange management for foreign investment activities in Vietnam, issued on 31/7/2026 and effective from 18/8/2026, replaces Circular 06/2019/TT-NHNN. Notable changes:

• New official name: “Foreign Investment Account in Vietnam”, shortened to “Investment Capital Account” — the old name “Direct Foreign Investment Capital Account” (DICA) is no longer used in the new document, although the market still habitually uses it.
• Investors may open the investment capital account before obtaining an Investment Registration Certificate — resolving the pre-investment capital preparation bottleneck.
• The Circular comprises 20 articles, comprehensively regulating the opening and use of investment capital accounts and the outward transfer of capital, profits and lawful income.

Circular 03/2025/TT-NHNN (effective 16/6/2025) updated the threshold for identifying foreign-invested companies required to open a direct investment capital account: from “foreign investors owning 51% or more of charter capital” to “owning more than 50% of charter capital”.

The 2025 Law on Investment (No. 143/2025/QH15, effective 01/3/2026) continues to affirm the principle that foreign investors may transfer investment capital, profits and lawful assets abroad after fulfilling their financial obligations to the State — see Foreign Investment in Vietnam and Investment Guide.

The contents of this page should be cross-checked against the documents in force at the time of the transaction, especially the full text of Circular 38/2026/TT-NHNN and the implementation guidance of each authorised bank.

Why choose FLAT LAW FIRM?

The investment capital account sits at the intersection of investment law, foreign exchange law and banks’ operational practice — three areas with different “languages”. A lawyer who only knows investment law but not the bank’s transaction control process will struggle when a transaction is suspended; the bank only checks documentation and does not advise on transaction structuring. FLAT LAW FIRM works on both sides: we design lawful capital flows from the start and accompany the company’s accountants in working with the bank on each specific transaction. Our team works in Vietnamese, Chinese and English — suited to foreign investors who need one contact point that understands both Vietnamese law and the expectations of the remitting party abroad.

Frequently asked questions

Useful links

You should talk to a lawyer if:

• Your FDI company is about to make its first capital contribution and has not yet opened an investment capital account.
• You are unsure whether your company is required to open an investment capital account (especially when foreign ownership is around the 50% threshold).
• You have remitted capital contributions or transferred profits through an ordinary payment account and need a remediation plan.
• You are about to repatriate profits for the first time and need to prepare documentation evidencing the lawful source of funds.
• You are about to transfer capital in a way that changes the foreign ownership ratio and need to handle the investment capital account.
• Your company opened a DICA account before 18/8/2026 and needs a review under Circular 38/2026/TT-NHNN.
• You are preparing to terminate a project and recover investment capital abroad.