A foreign investor’s capital purchase money in Vietnam may not flow freely through just any account: it must move through the investor’s investment capital account — the account type many older documents still call the DICA. A terminology update to know immediately: Circular 38/2026/TT-NHNN (effective 18/8/2026, replacing Circular 06/2019/TT-NHNN) renamed this account officially the ICA — investment capital account, and this account regime is the mandatory gateway for every foreign-element capital transfer cash flow. This article explains what the account is, where it opens, how purchase and sale proceeds must travel, and the consequences of paying through the wrong channel.
1. From DICA to ICA: the same account type, a new name and legal frame
The direct investment capital account (DICA) was the concept of Circular 06/2019/TT-NHNN on foreign exchange management of foreign direct investment into Vietnam. From 18/8/2026, Circular 38/2026/TT-NHNN replaces Circular 06/2019 and standardises the terminology: this account is now called the investment capital account (ICA), with the new circular’s provisions replacing DICA references throughout the system (older agreements and files still reading “DICA” are a historical terminology matter only — banks and regulators apply the current regime of Circular 38/2026). The substance is unchanged: this is the special payment account a foreign investor (and a foreign-invested enterprise, per its ownership structure) opens at an authorised bank in Vietnam to perform investment-related receipts and payments: capital contributions, acquisitions and transfers of capital contributions/shares, profit receipts, capital refunds and other capital transactions as prescribed. Every investment cash flow outside the ICA is a wrong-channel flow in the eyes of the bank and the foreign exchange authority.
2. Where the ICA opens and its basic operating conditions
A foreign investor opens an ICA at one authorised bank for foreign exchange operations in Vietnam — the principle being that an investor opens one foreign-currency investment capital account and one VND investment capital account at the same authorised bank under Circular 38/2026’s structure, and all of that investor’s capital transactions concentrate through this account system. The account opening file comprises the investor’s status documents (enterprise registration/identity documents, consularly legalised and notarised-translated for foreign documents), documents on the Vietnamese investment (the Investment Registration Certificate, the target’s enterprise registration) and the bank’s forms. A foreign-invested enterprise also opens its own enterprise ICA per its ownership structure for enterprise-side capital transactions. One special situation to know in advance: under Circular 38/2026, if after a transfer the foreign ownership ratio in the enterprise falls to a level where the enterprise no longer falls in the category of foreign-invested enterprises required to maintain an ICA (the prescribed ownership threshold), the corresponding ICA must be closed and subsequent capital transactions follow ordinary account channels — a point to be planned right in the structure of a full exit to a domestic partner.
3. How capital transfer money must travel
Circular 38/2026’s channel principle: payment of the value of a transfer of capital contributions/shares in a foreign-invested enterprise — between two foreign investors, or between a foreign investor and a resident investor — must be performed through the relevant foreign investor’s ICA. By direction: a foreign buyer pays the purchase money from its own ICA (funds remitted from abroad into the ICA first, or an existing ICA balance) to the seller — if the seller is also a foreign investor, into the seller’s ICA, from which the seller completes Vietnamese capital transfer tax obligations and then remits the money abroad per the transaction documents; if the seller is a resident, the money from the buyer’s ICA moves to the resident seller’s account under the mechanism the circular permits. In the reverse direction — a foreign investor selling to a resident buyer — the purchase money from the resident buyer flows into the selling foreign investor’s ICA, and after tax documents are in place, the investor lawfully remits that money (with other ICA capital amounts) abroad. The ICA bank performs document control for each transaction: the transfer agreement, the related investment approval/registration file, the tax vouchers — one missing link and the transaction is suspended at the bank even if both parties fully agree.
4. Does the seller receive VND or foreign currency, and what if payment uses the wrong channel?
A foreign investor receives transfer proceeds in the currency of the ICA the transaction passes through: a foreign-currency ICA receives foreign currency (remitted onward abroad in that same currency), and a VND-denominated transaction travels through the VND ICA under Circular 38/2026’s structure — the transfer agreement’s currency clause must match the account type and the final remittance plan, so the currency clause must be drafted together with the account plan, not afterwards. On the consequences of wrong-channel payment: the circular does not need a “fine” figure in this article for the consequences to be heavy — the operational consequences suffice: the bank refuses to execute or requires reversal of a wrong-channel transaction; the transfer is not completely recorded in the investor’s foreign exchange file, breaking the document chain for later flows (profits, capital refunds, subsequent transfers); and violations of the foreign exchange management regime fall under administrative sanctions in the monetary and banking field per the corresponding rules. For a foreign investor, the largest damage of paying outside the ICA is usually not a fine but that the money later cannot be proven to be lawful investment money eligible for remittance out of Vietnam. The practical conclusion: in every foreign-element capital transfer deal, the ICA cash flow diagram must be drawn and agreed with the account bank before the first payment date under the agreement — it is part of the deal structure, on a par with price and tax.
Through what type of bank account must a foreign investor’s capital purchase money be paid?
Through the foreign investor’s investment capital account (ICA), opened at an authorised bank in Vietnam, under Circular 38/2026/TT-NHNN (effective 18/8/2026, replacing Circular 06/2019/TT-NHNN). The account’s old name was the DICA (direct investment capital account) — the new circular renamed it the ICA. Payment of capital contribution/share transfer values between foreign investors, or between a foreign investor and a resident investor, must all be performed through the relevant foreign investor’s ICA.
At which bank is the direct investment capital account (DICA) opened, and how?
At one bank authorised for foreign exchange operations in Vietnam — now under the name ICA per Circular 38/2026/TT-NHNN: the principle is that an investor opens investment capital accounts (in foreign currency and in VND per the prescribed structure) at one authorised bank and concentrates all capital transactions there. The file comprises the investor’s status documents (consularly legalised, notarised-translated if foreign), documents on the Vietnamese investment (IRC, the target’s enterprise registration) and the bank’s forms.
Is paying the capital purchase price outside the DICA penalised?
Beyond the risk of administrative sanctions in the monetary-banking field under the foreign exchange management regime, the operational consequences are usually heavier: the bank refuses or requires remedy of the wrong-channel transaction; the transfer is not recorded in the investor’s foreign exchange file, breaking the document chain for later flows (profits, refunds, later transfers); and most seriously, money paid outside the ICA may not be provable as lawful investment money eligible for later remittance out of Vietnam. The ICA flow diagram must therefore be agreed with the bank before payment.
Does the seller receive VND or foreign currency?
In the currency of the ICA the transaction passes through: a foreign investor selling capital receives money into its own ICA — in foreign currency if the transaction uses a foreign-currency ICA (remitted onward abroad in that currency), or in VND through the VND ICA under Circular 38/2026/TT-NHNN’s structure. The agreement’s currency must match the account type and the final remittance plan, so the currency clause should be drafted together with the account plan from the start.
