Foreign investors buying shares in Vietnam must run money through the correct capital account, and this is where banks return files: a direct-investment account used for what is legally an indirect transaction. From 18 August 2026 the governing circular on foreign-exchange management for investment is Circular 38/2026/TT-NHNN, and the familiar term DICA has been replaced by ICA. This article distinguishes the two account types under the new frame, keeping the batch title’s original wording as published.
Legal basis
The foundation is the Ordinance on Foreign Exchange 28/2005/PL-UBTVQH11, amended in 2013, with its guiding decrees, and at account-procedure level Circular 38/2026/TT-NHNN of the State Bank of Vietnam, effective 18 August 2026, replacing Circular 06/2019/TT-NHNN. The new frame’s most notable terminology change: the direct investment capital account formerly called DICA is now the investment capital account, abbreviated ICA; the account serving indirect investment is the indirect investment capital account, opened in Vietnamese dong at an authorised bank.
The line between the channels is not the investor’s nationality but the nature of the investment: direct investment means the investor participates in managing the investee — establishing an enterprise or contributing capital with management rights under investment law; indirect investment means buying shares, capital portions or securities without directly managing the issuer. The same foreigner may need both account types for two different investments.
Applied analysis
Three operational differences matter most. First, who opens: the ICA is opened by the foreign-invested enterprise or the investor within a direct structure for the project’s capital transactions; the indirect account is opened by the foreign investor for buying and selling securities and non-management shareholdings. Second, currency and flow: every receipt and payment of the indirect channel must pass through that dedicated dong account — purchase money, sale proceeds, dividends and outward remittances all leave traces there. Third, the supporting file: the indirect channel ties to a securities trading code and custodian-bank records for market investment, while the direct channel ties to the investment registration certificate and capital-contribution file.
The costliest mistake is paying for shares into an ordinary account, or into another group company’s ICA: the transaction then cannot prove the legitimacy of its capital flow, blocking later profit remittance and exit repatriation. Authorised banks must check the validity of capital transactions, so they are the first to stop wrong-channel flows.
Recommended actions
Before the first deal, the investor should: classify the channel as direct or indirect by the management-participation test; open the correct account type at one authorised bank and use a single indirect account as prescribed for all indirect transactions; register a securities trading code if investing through the securities market; and archive the full money-flow file through the dedicated account to serve a future exit.
The general comparison of direct and indirect investment capital accounts is FDI-LC-3635, published on flaw.vn under the earlier terminology frame. This article updates the picture under Circular 38/2026/TT-NHNN and the new ICA term, focusing on the indirect investor buying shares — read the two together, and when citing the old frame mark the 18 August 2026 changeover.
Frequently Asked Questions
What is FII?
FII here means foreign indirect investment: a foreign investor buys shares, capital portions, stocks, bonds or other valuable papers in Vietnam without directly participating in managing the issuer. To do so the investor must open an indirect investment capital account in Vietnamese dong at an authorised bank, and all related receipts and payments — purchase money, sale proceeds, dividends, outward capital transfers — must move through that account under the current foreign-exchange frame, which from 18 August 2026 is Circular 38/2026/TT-NHNN.
How does it differ from DICA?
Four main differences. Holder and purpose: the ICA serves direct investment tied to a foreign-invested enterprise and its project; the indirect account serves the investor’s own non-management financial-asset purchases. Currency and flow: the indirect channel must run entirely through the dedicated dong account; the direct channel runs through the project enterprise’s capital accounts, including foreign-currency accounts as prescribed. Underlying file: direct relies on the investment registration certificate, indirect on the account file and a securities trading code for market trades. And terminology: DICA was the name under the now-expired Circular 06/2019/TT-NHNN; from 18 August 2026 Circular 38/2026/TT-NHNN calls the direct account the ICA.
When is it used?
Use the indirect account where the investment carries no right to manage the investee: buying listed or unlisted shares on a portfolio basis, bonds, fund certificates and other capital-market transactions. Conversely, where the investor establishes an enterprise, contributes capital to manage it, or buys a capital portion carrying management rights under investment law, the deal belongs to the direct channel and must move through the project structure’s ICA. The classification test is substantive management rights, not a bare shareholding percentage.
Procedure?
To open an indirect account: choose an authorised bank in Vietnam; file the account-opening dossier under banking and foreign-exchange rules — the investor’s legal documents, a power of attorney where dealing through a representative, and a securities trading code from the depository where investing in the securities market; once opened, all indirect investment flows must pass through the account. From 18 August 2026 the procedure is read under Circular 38/2026/TT-NHNN instead of Circular 06/2019/TT-NHNN; investors holding accounts under the old frame should ask their bank about converting the file to the new terminology to avoid document mismatches at exit.
This article has been quality-reviewed by the FLAW AI Legal Council