NHÀ ĐẦU TƯ NƯỚC NGOÀI THỰC HIỆN HOẠT ĐỘNG ĐẦU TƯ GIÁN TIẾP NƯỚC NGOÀI TẠI VIỆT NAM ĐƯỢC MỞ VÀ SỬ DỤN

Legal situation: Dear Lawyer, I am an individual investor holding United States citizenship, and I am particularly interested in making indirect investments in the Vietnamese securities market. I have recently been informed that new legal regulations regarding investment accounts in Vietnam are expected to take effect in the near future. Could you please advise me on the applicable provisions of Vietnamese law governing the opening and the lawful utilisation of indirect investment accounts denominated in Vietnamese Dong (VND) by foreign investors who are considered non-residents, such as myself? I wish to ensure that all my transactions shall, at all times, remain fully compliant with Vietnamese law. Thank you. 

FDVN’s opinion:

We sincerely appreciate your trust in, and inquiry addressed to, FDVN Law Firm (“FDVN”). After assessing the relevant legal instruments currently in force , FDVN hereby provides the following legal information:

It is prescribed in Article 4 of Circular No. 03/2025/TT-NHNN dated 29 April 2025 (which shall come into full force and effect as from 16 June 2025) regulating the opening and utilisation of Vietnamese Dong denominated accounts for conducting indirect foreign investment activities in Vietnam that:

“Article 4. Transactions subject to opening and use of indirect investment accounts

The following foreign indirect investment transactions in Viet Nam must be conducted through the opening and use of indirect investment accounts in accordance with Circular No. 03/2025/TT-NHNN:

1. Purchase and sale of securities on the Vietnamese stock market and purchase and sale of other valuable papers.

2. Capital contribution and purchase of shares or equity interests in unlisted enterprises not subject to the opening of direct investment capital accounts as prescribed in Circular No. 06/2019/TT-NHNN dated June 26, 2019, of the Governor of the State Bank of Viet Nam providing guidelines for foreign exchange management in relation to foreign direct investment in Viet Nam and its amending, supplementing, or replacing documents (if any).

3. Entrusted investment in VND through fund management companies and other organizations authorized to carry out entrusted investment in accordance with law.

4. Purchase and sale of other types of securities in accordance with the law on securities.”

Accordingly, as a foreign non-resident investor, when conducting the purchase and sale of securities on the Vietnamese market, you shall be required to open a payment account in Vietnamese Dong, referred to as an indirect investment account, at a licensed bank in Vietnam in order to carry out all receipts and expenditures relating to your indirect investment activities.

* Principles of opening of indirect investment accounts (Article 5 of Circular No. 03/2025/TT-NHNN)

-  A foreign investor may only open one (01) indirect investment account (except for cases specified in Clause 2 of this Article) at one (01) authorized bank to conduct collection and payment transactions related to foreign indirect investment in Viet Nam.

- A foreign investor conducting foreign indirect investment in Viet Nam may open an additional indirect investment account corresponding to each securities trading code granted at one (01) authorized bank in the following cases:

a) Documents must be notarised or certified in conformity with the regulations of Vietnamese law or foreign law within 12 months up to the date on which the licensed bank receives the application dossier;

b) The licensed bank shall agree with the customer on whether the documents are to be translated into Vietnamese or not, but must ensure the following principles:

(i) The licensed bank must examine, supervise and take responsibility for certifying the contents of documents, information, and data in foreign languages to ensure that they fully satisfy the information required to be provided under Circular No. 03/2025/TT-NHNN;

(ii) Documents, information, and data in foreign languages must be translated when so required by a competent authority; the translation must bear the certification of a competent person of the licensed bank or must be notarised or certified.

- In the event that a foreign investor wishes to open an indirect investment account at another licensed bank, the investor must transfer the entire balance of the indirect investment account currently in use to the new indirect investment account and proceed with the closure of the indirect investment account currently in use. The new indirect investment account shall only be permitted to be used for conducting receipts and expenditures as prescribed in Article 6 of Circular No. 03/2025/TT-NHNN after the previously opened indirect investment account has been closed and fully settled.

* Principles of Use of indirect investment accounts (Article 6 of Circular No. 03/2025/TT-NHNN)

Indirect investment accounts shall be used to carry out the collection and payment transactions related to foreign indirect investment in Viet Nam as follows:

1. Collections:

a) Proceeds from selling foreign currency to authorized banks;

b) Proceeds from capital transfer, share transfer, sale of securities and other valuable papers; dividends, bond interests, and investment returns in VND derived from securities and valuable papers; profits distributed from capital contribution, share purchase, or equity purchase activities under foreign indirect investment in Viet Nam;

c) Transfers from the VND-denominated payment account of the foreign investor opened at an authorized bank (excluding the indirect investment account);

d) Transfers from accounts of fund management companies and other organizations authorized to carry out entrusted investment for foreign investors in accordance with the law (applicable where the foreign investor conducts indirect investment in Viet Nam in the form of entrusted investment);

dd) Transfers of interests and other lawful revenues arising from transactions involving purchase of shares without prefunding requirements by foreign institutional investors as prescribed by the current securities laws;

e) Transfers of deposit and margin money relating to foreign indirect investment transactions in Viet Nam as provided in Article 4 of Circular No. 03/2025/TT-NHNN, including:

(i) Receipt of money for performing deposit or margin transactions;

(ii) Receipt of returned deposit or margin money to the foreign investor in accordance with the law and agreements between the parties;

g) Transfers from the former indirect investment account (applicable where a foreign investor wishes to open an indirect investment account at another authorized bank as provided in Clause 5 Article 5 of Circular No. 03/2025/TT-NHNN).

2. Payments:

a) Payments for capital contributions, purchase of shares, equity interests, securities, and other valuable papers;

b) Payments for purchasing foreign currency at authorized banks to transfer capital, profits, and other lawful revenues abroad;

c) Transfers to the VND-denominated payment account of the foreign investor opened at an authorized bank (excluding the indirect investment account);

d) Transfers to accounts of fund management companies and other organizations authorized to carry out entrusted investment for foreign investors in accordance with the law (applicable where the foreign investor conducts indirect investment in Viet Nam in the form of entrusted investment);

dd) Payments for losses and other expenses incurred from transactions involving purchase of shares without prefunding requirements by foreign institutional investors as prescribed by the current securities laws;

e) Payments for fees, charges, taxes, administrative fines, and expenses related to foreign indirect investment transactions in Viet Nam as provided in Article 4 of Circular No. 03/2025/TT-NHNN;

g) Transfers of deposit and margin money related to foreign indirect investment transactions in Viet Nam as provided in Article 4 of Circular No. 03/2025/TT-NHNN, including:

(i) For performing deposit or margin transactions;

(ii) Transfers to the VND-denominated payment account of the foreign investor or payments in foreign currency for outward remittance to the foreign investor of deposit or margin amounts that had been transferred into Viet Nam but are subject to refund in accordance with the law and agreements between the parties;

h) Transfers to the new indirect investment account (applicable where the foreign investor wishes to open an indirect investment account at another authorized bank as prescribed in Clause 5 Article 5 of Circular No. 03/2025/TT-NHNN).

* Obligations of foreign investors: (Article 8 of Circular No. 03/2025/TT-NHNN)

- Comply with the provisions of Circular No. 03/2025/TT-NHNN, Vietnamese laws on investment, securities, anti-money laundering, combating the financing of terrorism and proliferation of weapons of mass destruction, and other relevant laws.

- Truthfully and fully declare the content of transactions related to foreign indirect investment in Viet Nam. Provide dossiers, documents, information, and data as required by the authorized bank when opening and using indirect investment accounts. Be held accountable under Vietnamese law for the authenticity, validity, and legality of dossiers, documents, information, and data provided to the authorized bank.

Accordingly, as a foreign non-resident investor, you shall be required to strictly comply with the provisions of Circular No. 03/2025/TT-NHNN when opening and utilising an indirect investment account denominated in Vietnamese Dong at a licensed bank in Vietnam. The above constitutes the legal regulations relating to the opening and utilisation of indirect investment accounts in Vietnam. Should you require further assistance, you may contact FDVN for detailed consultation. We wish you every success with your investment projects in Vietnam.

According to Tuấn Thi – FDVN Law Firm