The investment capital account is regulated in documents on foreign exchange management managed by the State Bank of Vietnam. Foreign investors when investing in Vietnam, depending on the form of investment, choose the type of capital account in accordance with the provisions of Vietnamese law to transfer capital properly to ensure the rights and benefits. Related benefits in investment activities. Viet An Law hereby would like to give some basic legal opinions related to investment capital accounts for foreign investors investing in Vietnam.
Legal basis
- Law on the State Bank of Vietnam 2010;
- Law on Credit Institutions 2010, as amended and supplemented in 2017;
- Foreign Exchange Ordinance dated December 13, 2005, and Ordinance amending and supplementing a number of articles of the Foreign Exchange Ordinance dated March 18, 2013;
- Circular 06/2019/TT-NHNN.
- Circular 05 /2014/TT-NHNN.
Types of capital accounts
According to the provisions of Clause 5, Article 3, Circular 06/2019/TT-NHNN dated June 26, 2019, and Clause 4, Article 3, Circular 05/2014/TT-NHNN dated March 12, 2014, dated March 12, 2014, As of March 2014, there are 02 types of capital accounts as follows:
- “Direct investment capital account” is a payment account in foreign currency or Vietnamese Dong opened by enterprises with foreign direct investment capital or foreign investors at licensed banks to carry out transactions. related to foreign direct investment activities in Vietnam according to the provisions of Article 5, Article 6, and Article 7 of Circular 06/2019/TT-NHNN dated June 26, 2019.
- “Indirect investment capital account” is a payment account in Vietnamese Dong opened by a foreign investor at a licensed bank to carry out permitted income and expenditure transactions related to foreign indirect investment activities in Vietnam.
Investment capital accounts for foreign investors investing in Vietnam
Foreign investors investing in Vietnam in the following forms are allowed to open direct investment capital accounts including:
- Enterprises are established in the form of investment to establish economic organizations, in which foreign investors are members or shareholders and must carry out procedures for issuance of Investment Registration Certificates in accordance with the provisions of law. investment law;
- Enterprises are not established in the form of investment to establish economic organizations, in which foreign investors are members or shareholders, and must carry out procedures for issuance of Investment Registration Certificates according to provisions of the law on investment where foreign investors own 51% or more of the enterprise’s charter capital, including:
- Enterprises with foreign investors contributing capital, buying shares, or capital contributions to the enterprise (operating in industries and business investment conditions with or without conditions applicable to foreign investors) leading to foreign investors owning 51% or more of the enterprise’s charter capital;
- The enterprise is established after a split, merger, or consolidation resulting in foreign investors owning 51% or more of the enterprise’s charter capital;
- Newly established enterprises according to specialized laws;
- Project enterprises are established by foreign investors to implement PPP projects in accordance with investment laws.
To use, close, and open direct investment capital accounts, investors please refer to detailed information in the article Direct investment capital account of foreign-invested enterprises.
Foreign-invested companies open indirect investment capital accounts
Foreign investors investing in Vietnam in the following forms are allowed to open indirect investment capital accounts including:
- Capital contributions, purchases, sales of shares, and capital contributions of foreign investors to enterprises do not fall into the cases specified in the section on subjects to open direct investment capital accounts mentioned in this article.
- Contributing capital, buying and selling shares and capital contributions of foreign investors to enterprises with shares listed or registered for trading on the Stock Exchange.
- Buy and sell bonds and other securities on the Vietnamese stock market.
- Buy and sell other valuable papers in Vietnamese Dong issued by residents who are licensed organizations in the territory of Vietnam.
- Entrust investment in Vietnamese Dong through fund management companies, securities companies, and organizations permitted to perform investment entrustment operations according to the provisions of the law on securities; Investment entrustment in Vietnamese Dong through credit institutions and foreign bank branches permitted to perform investment entrustment operations according to the regulations of the State Bank.
- Contribute capital and transfer capital contributions of foreign investors in securities investment funds and fund management companies in accordance with the provisions of securities law.
Services for establishing foreign-invested companies of Viet An law firm
- Consulting on conditions for establishing foreign-invested companies: capital contribution ratio of foreign investors in Vietnam; business conditions of various industries; project implementation location; Note the procedures before and after establishing a foreign-invested company;
- Consulting on choosing the appropriate company type for investors: Limited Company or Joint Stock Company;
- Consulting on opening a capital transfer account, and capital contribution deadline;
- Consulting on investment capital accounts for foreign investors investing in Vietnam;
- Consulting and guiding investors to prepare necessary documents to establish foreign-invested companies;
- Consulting and drafting company establishment documents for investors;
- Investor representative works with competent Vietnamese state agencies in the process of implementing company establishment procedures for investors (Application for Investment Registration Certificate, Enterprise Registration Certificate, business licenses, licenses according to specialized requirements, making legal seals, announcing seal samples, procedures after establishing a company,…);
Comprehensive, regular consulting, accounting services, tax law package of activities arising during the process of doing business in Vietnam for investors.
