Regulations on Capital contribution, Capital transfer, and opening FDI investment accounts in Vietnam

Date: 2025.12.30

Foreign direct investment activities into Vietnam continue to grow rapidly, with Japan, South Korea, and Singapore being the three leading countries.
However, during project implementation, many FDI enterprises still face difficulties related to regulations on capital contribution, capital transfer, and investment account management — critical factors that directly affect the legality and financial efficiency of enterprises.

This article provides a detailed summary of the current legal regulations and key considerations for FDI enterprises, especially Japanese investors, when conducting capital transactions in Vietnam.

1. Main legal framework

Regulations on capital contribution, capital transfer, and investment accounts are governed by:

– Law on Investment No. 61/2020/QH14 (effective from January 1, 2021).
– Decree No. 31/2021/ND-CP guiding the implementation of the Law on Investment.
– Law on Foreign Exchange No. 28/2005/QH11 (amended in 2013).
– Circular No. 06/2019/TT-NHNN (on foreign exchange management for foreign direct investment activities).
– Circular No. 12/2022/TT-NHNN (guiding the opening and use of indirect investment accounts).

2. Capital contribution – regulations and implementation timeline

🔹 Capital contribution timeline

– FDI enterprises must fully contribute charter capital within 90 days from the date of issuance of the Enterprise Registration Certificate (ERC).

– If the contributed capital is specifically stipulated in the Investment Registration Certificate (IRC), the enterprise must comply with the schedule stated in the approved project.

🔹 Lawful forms of capital contribution

– Cash (transferred via a Direct Investment Capital Account – DICA).

– Machinery, equipment, intellectual property rights, technology, brand value.

– Non-cash capital contributions must be valued, complete customs procedures, and have lawful ownership transfer.

🔹 Risks of late or insufficient capital contribution

– Possible fines from VND 20–50 million (under Decree No. 122/2021/ND-CP).

– The Department of Planning & Investment may require adjustment of registered capital or revoke the Investment License in cases of prolonged violations.

3. Regulations on investment capital transfer

🔹 Capital transfer into Vietnam

– Foreign investors may only transfer investment capital into Vietnam through a Direct Investment Capital Account (DICA).
– Such capital includes: contributed capital, medium- and long-term loans, or income transferred into Vietnam for project implementation.
– Capital transfers must be conducted in freely convertible foreign currencies and in compliance with Vietnam’s foreign exchange regulations.

🔹 Capital transfer abroad

– FDI enterprises are permitted to remit lawful profits abroad upon fully meeting the following conditions:
– Completion of tax obligations and audited financial statements.
– Submission of periodic investment reports.
– Official notification to the tax authority at least 07 working days prior to remittance.

🔹 Permitted outbound remittances

– After-tax profits.
– Principal capital upon project termination.
– Proceeds from project liquidation or transfer of capital contributions.

4. Opening and using FDI investment accounts at Vietnamese banks

🔹 Account classification

FDI enterprises need to distinguish between two main types of accounts:

*Foreign investors (individuals or organizations) may open only one DICA for each investment project.
All capital contributions, capital increases, or profit distributions must be conducted through this account.

🔹 Key regulations when using investment accounts

• Investment capital must not be received directly into domestic payment accounts.
• Transfers between DICA accounts of different projects are not permitted.
• In case of changing banks or terminating a project, the enterprise must close the account and report to the State Bank of Vietnam.

5. Key notes for foreign enterprises

– It is advisable to choose banks with language support and experience in handling FDI capital to minimize errors in international transactions.
– Maintain bilingual transaction records (English/Chinese/Japanese/… – Vietnamese) to facilitate audits or tax inspections.
– Monitor capital contribution deadlines through internal systems or professional BackOffice services to avoid penalties for delays.
– Ensure close coordination between headquarters and Vietnamese subsidiaries regarding capital transfers, declarations, and investment accounting.

Investment capital management is one of the key factors determining the stability and legal compliance of FDI enterprises in Vietnam.
From opening investment capital accounts and contributing capital on time to remitting profits abroad — every step must be executed accurately and transparently.

With a professional team possessing in-depth knowledge of investment regulations and Vietnam’s banking system, HelpAll provides comprehensive consulting, BackOffice, and legal support services for FDI enterprises, ensuring:

– Timely and compliant capital contribution
– Transparent investment reporting and accounting
– Safe and lawful capital management and profit remittance