In many Vietnamese capital acquisitions the contract is signed and sealed, yet the money cannot move, simply because the parties paid through the wrong account. Since Circular 38/2026/TT-NHNN took effect and replaced the old mechanism, every payment flow for buying shares or capital contributions involving a foreign investor must run through an investment capital account, commonly called an ICA, opened at an authorised bank. This is not an optional formality; it is the condition for the transaction to be recorded as investment activity by banks and the foreign exchange authority.
The Legal Framework You Need
Circular 38/2026/TT-NHNN of the State Bank of Vietnam, effective 18 August 2026 replacing Circular 06/2019/TT-NHNN, uses the new term investment capital account in place of the former direct investment capital account. Under this mechanism, receipts and payments connected with a foreign investor investment activity in Vietnam, including capital contributions, share purchases, capital transfers and profit repatriation, must be made through an investment capital account at an authorised bank. Payment of the transfer price between a resident and a non-resident in a capital transaction must pass through this account.
In practice, the foreign investor opens an investment capital account in foreign currency or in Vietnamese dong, depending on deal structure, at a bank authorised for foreign exchange activities, based on the investor legal documents and transaction documents such as the capital contribution and share purchase approval where registration is required under the Law on Investment 143/2025/QH15. A Vietnamese enterprise with foreign capital also maintains its own investment capital account to receive contributions and make investment payments. The bank is responsible for checking transaction validity before allowing credits and debits on the account.
Applying the Rules to a Real Deal
Deals stall at the money stage not for lack of funds but because the flow took the wrong channel: the buyer paid straight into the seller ordinary payment account, or settled offshore between two foreign accounts while one party was a Vietnam-resident organisation. The bank then cannot confirm the transaction as a lawful investment, triggering a chain of consequences: difficulty completing member or shareholder change registration, no proof of capital source when repatriating profits later, and questions from the tax authority when it examines the transfer price.
For a smooth closing, parties should design the money route inside the contract itself: state the receiving investment capital account number, the payment currency, disbursement milestones tied to conditions precedent, and the documents accompanying each transfer order. Where the seller is a resident individual, the foreign buyer should coordinate early with the account-holding bank to confirm the correct crediting route, because this is the situation generating the most practical friction. One working session with the bank before signing day is far cheaper than a month of firefighting after money gets stuck.
Illustrative example: A Taiwanese buyer acquiring 80 percent of a plastics company in Bac Ninh paid the first tranche into the target company ordinary dong account at the sellers instruction. The bank later refused to recognise the payment as investment funds for the ownership change filing. The parties had to unwind the payment, reroute it through the buyer investment capital account at an authorised bank, and reissue the transfer documents, losing almost a month at the height of the sellers production season.
Procedure and Documents to Prepare
First: map the deal structure and which parties are residents or non-residents to identify where the flow must pass through an investment capital account. Next: the foreign investor opens an investment capital account at an authorised bank, preparing legal documents and deal documents the bank requires. After that: write into the transfer contract the receiving investment capital account number, currency, disbursement schedule and supporting documents. Then: execute the transfer through the correct channel and keep remittance evidence and bank confirmations for the ownership change filing. Finally: after the deal, keep using the investment capital account for later investment flows such as additional contributions, dividends and profit repatriation.
- map the deal structure and which parties are residents or non-residents to identify where the flow must pass through an investment capital account.
- the foreign investor opens an investment capital account at an authorised bank, preparing legal documents and deal documents the bank requires.
- write into the transfer contract the receiving investment capital account number, currency, disbursement schedule and supporting documents.
- execute the transfer through the correct channel and keep remittance evidence and bank confirmations for the ownership change filing.
- after the deal, keep using the investment capital account for later investment flows such as additional contributions, dividends and profit repatriation.
Common Risks and How to Prevent Them
The first risk is payment outside the investment capital account leaving the deal unrecognised as lawful investment and blocking the ownership change registration. The second risk is being unable to remit profits and exit proceeds abroad later for lack of an initial investment money trail through the account. The third risk is breaching foreign exchange management rules and facing administrative penalties for the parties to the wrongly routed payment. The safeguard is to work with the authorised bank from the drafting stage, draw the money route as a contract annex, and disburse only once the channel is confirmed.
In a Vietnamese capital deal, the route the money travels matters as much as the amount: paying through the wrong channel can expose both buyer and seller to administrative penalties. Draw the payment path as a contract annex together with the authorised bank from the drafting stage, and disburse only once the channel has been clearly confirmed.
Frequently Asked Questions
Must the payment for shares and capital contributions go through the investment capital account?
Yes, in a transaction involving a foreign investor. Under Circular 38/2026/TT-NHNN effective from 18 August 2026, payments relating to capital contributions and purchases of shares or capital contributions between a resident and a non-resident must be made through an investment capital account opened at an authorised bank. This is the mandatory channel for the deal to be recorded as lawful investment activity, forming the basis for member and shareholder change registration and for later profit and capital repatriation. Paying outside this channel is a common reason ownership filings get stuck.
At which bank should the investment capital account be opened?
An investment capital account may be opened at any bank authorised to conduct foreign exchange activities in Vietnam, including domestic commercial banks and foreign bank branches. Investors should choose a bank experienced in investment transactions, ideally where the target or the investor already has a relationship, so document checking runs quickly. The account opening file normally includes consular-legalised investor legal documents, the investment approval where applicable and the draft transfer contract; ask the bank for its exact checklist before filing.
What happens if payment is not made through the investment capital account?
The consequences spread across three fronts. On registration, the member or shareholder change file may be supplemented or refused for lack of valid payment evidence. On foreign exchange, the parties risk administrative penalties for conducting a capital transaction outside the prescribed channel. Long term, the investor loses the documentary trail proving lawful invested capital, making annual profit remittance and exit proceeds transfer genuinely difficult. Remediation usually means refunding and re-running the money flow, wasting time and cost that proper routing would have avoided.
