Transferring investment capital abroad upon exit — foreign exchange procedures

When a foreign investor exits Vietnam — reducing capital, terminating a project, liquidating an investment — transferring investment capital abroad must strictly comply with foreign exchange regulations. Unlike profit repatriation (Circular 186/2010/TT-BTC), capital transfer upon exit is governed by Circular 06/2019/TT-NHNN under a “single channel” principle: the direct investment capital account.

1. Legal basis

• Ordinance on Foreign Exchange (in force): the general foreign exchange framework.
• Circular 06/2019/TT-NHNN on foreign exchange management for foreign direct investment into Vietnam (in force):
  • Article 9(1): foreign investors must transfer abroad through the direct investment capital account: (a) direct investment capital upon capital reduction; project transfer; termination, liquidation, or cessation of investment projects, BCC contracts, or PPP contracts; (b) principal, interest, and costs of foreign loans, profits, and other lawful income.
  • Article 8: money brought into Vietnam for investment preparation — if the investment does not proceed, the remaining amount may be transferred out (after deducting lawful preparation expenses).
• Law on Investment 2025 (143/2025/QH15, effective 1 March 2026), Article 11: guaranteed right to transfer investment capital and liquidation proceeds abroad after fulfilling financial obligations.

2. The channel principle: mandatory via the direct investment capital account

Each foreign investor opens one direct investment capital account in foreign currency at one licensed bank (matching the contributed currency). Every capital outflow — capital reduction, project liquidation, or BCC/PPP termination — must pass through this account. Banks will reject transfer orders originating from ordinary payment accounts.

3. Preconditions

• Full completion of financial obligations to the State of Vietnam: taxes (finalization upon dissolution/termination), land rentals, other financial obligations;
• Completion of the exit’s legal procedures: capital reduction decision / project termination / liquidation (depending on scenario);
• Settlement of foreign loans (principal, interest, costs) — also via the same capital account channel.

4. Bank documentation typically required

1. Decision/approval on capital reduction, project transfer, project termination/liquidation, or BCC/PPP contracts;
2. Liquidation minutes and project liquidation/finalization reports;
3. Tax completion confirmation from the tax authority (dissolution tax finalization — see our dedicated article);
4. Evidence of the source of the outgoing capital (initial contributions, retained earnings, etc.);
5. Transfer order via the direct investment capital account.

5. Two exit scenarios

• Exit after the project operated: liquidate the project → finalize taxes → transfer remaining capital abroad. The common scenario, requiring multi-step coordination (see our article on dissolving FDI enterprises).
• Exit at the preparation stage: under Article 8 of Circular 06/2019/TT-NHNN, the investor may transfer abroad the remaining foreign-currency amount (or buy foreign currency for VND amounts brought in) after deducting lawful expenses of investment preparation in Vietnam — with documents proving the inbound amounts and lawful expenses.

6. Common pitfalls

• Transferring via an ordinary payment account instead of the direct investment capital account → bank rejection;
• Requesting the transfer before completing tax obligations;
• Forgetting to settle foreign loans (principal + interest) before closing the capital account;
• Outbound currency differing from the capital account currency → foreign exchange conversion required;
• Confusing capital transfer (this procedure) with profit repatriation (Circular 186/2010/TT-BTC).

Content drafted by the FLAW AI Legal Council, pending QA Council review before approval. This article is for general information only and does not replace legal advice for any specific case.