From June 16, 2025, Circular 03/2025/TT-NHNN takes effect, replacing Circular 05/2014/TT-NHNN, with notable changes to regulations on indirect investment accounts. The new rules aim to both facilitate investment and strengthen control over foreign capital flows. DNP Viet Nam Law Firm supports FDI enterprises in understanding and complying with investment procedures in Viet Nam.
1. Regulations on indirect investment accounts:
CSPL: Article 3 Circular 03/2025/TT-NHNN
- Account balance: Not allowed to transfer to term deposits and savings deposits.
- Joint account: Foreign investors are not allowed to open joint indirect investment accounts with two or more entities.
- Purpose of money transfer: Remittance orders relating to indirect investment activities must clearly state the purpose of the transfer.
2. In case FDI enterprises must convert investment accounts:
CSPL: Clause 4, Article 11 Circular 03/2025/TT-NHNN
- Applicable from June 16, 2025 according to the effectiveness of Circular 03/2025/TT-NHNN, foreign investors are determined to be in the case of foreign direct investment if they own “over 50% of charter capital”, instead of “51% or more of charter capital” at the enterprise as previously prescribed.
- Enterprises currently having foreign investors owning shares or capital contributions at the enterprise with a ratio of over 50% and under 51% of charter capital will have to open a direct investment capital account to serve revenue and expenditure activities related to investment capital such as capital contribution, transfer of investment profits, etc.
The deadline for conversion is June 16, 2026.
3. Transactions requiring the use of an indirect investment account:
CSPL: Article 4 Circular 03/2025/TT-NHNN
- Buy and sell securities: On the Vietnamese stock market and other valuable papers.
- Contribute capital: Buying shares and capital contributions in unlisted enterprises.
- Investment trust: Through fund management companies and authorized organizations.
- Related costs: Payment of losses, fees, charges, taxes related to investment transactions.
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4. Account opening documents:
CSPL:Clause 4, Article 5 Circular 03/2025/TT-NHNN.
Some notes on the application for opening an indirect investment account using foreign documents:
- About notarization/certification: Foreign language documents must be notarized/certified according to Vietnamese or foreign law, within 12 months from the date of application submission.
- About language: It may not be necessary to translate into Vietnamese if agreed upon by the bank and the customer. However, the bank must be responsible for checking and confirming the content of the document.
- Request translation: When required by the competent authority, documents must be translated and certified by an authorized person at the bank or notarized/certified.
5. Notes when using indirect investment accounts
- The role of indirect investment accounts: Is an intermediary tool to help clarify capital flows and control foreign exchange according to Vietnamese law.
- Scope of use: Only used for receipt and payment transactions related to indirect investment.
- Limits on balances: Balance cannot be transferred to term deposit or savings.
- Regulations on account opening subjects: Each foreign investor must open a separate account, not under joint names.
- Requirements for the purpose of remittance: Money transfer orders must clearly state the purpose for the bank to check and store according to regulations.
The use of indirect investment accounts not only ensures compliance with Vietnamese laws on foreign exchange and investment management, but also contributes to improving transparency and legal responsibility in investment activities of foreign investors. Therefore, investors need to strictly comply with the requirements on opening, using and declaring accounts to avoid legal risks and ensure efficiency in the investment process in Vietnam.
The above content provided by DNP Viet Nam Law Firm is for reference only. Customers/Partners please contact the information below for detailed advice:
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