SBV's Draft Circular on FDI Forex: Pre-IRC Accounts and the First IFC-to-Mainland Capital Category

Vietnam has operated its foreign direct investment forex rules on an outdated sequencing assumption for seven years: no capital could enter legally until an Investment Registration Certificate existed. The Law on Investment 2025, effective 1 March 2026, broke that assumption by permitting firms to establish a legal entity before completing IRC procedures. The SBV's draft replacement for Circular No. 06/2019/TT-NHNN — circulated to Vietnam Banks Association members for comment between 13–21 April 2026 — closes the gap the new investment law created. For VIFC entrants, two provisions matter most.

The Problem the Draft Solves#

Circular 06/2019 required an IRC before any direct investment capital account could be opened. That created an obvious operational problem: pre-licensing costs — office lease deposits, legal fees, regulatory filing costs, consultant retainers — had no clean legal channel. Firms either funded these costs from personal accounts, routed them through related-party arrangements, or absorbed them as losses if projects collapsed before approval. None of these workarounds were satisfactory, and none were explicitly authorised.

The Law on Investment 2025 made the problem structural rather than merely practical. Article 19.2 now permits a foreign investor to obtain an Enterprise Registration Certificate — establishing the legal entity — before completing IRC procedures, with a 12-month window to follow up on the IRC. That means a company can legally exist and incur obligations in Vietnam before the investment-specific licence is issued. Circular 06/2019's account rules, written for a world where the IRC came first, no longer fit.

What the Draft Changes#

Pre-IRC Capital Accounts#

The draft allows foreign investors to open a direct investment capital account (DICA) and execute a limited set of transactions before the IRC arrives. The permitted pre-IRC transactions are:

• Receiving initial capital contributions
• Paying project formation expenses
• Refunding capital if the project is not approved

This is targeted relief, not a general liberalisation. The account exists to cover the gap between entity formation and IRC issuance — it is not a mechanism to conduct ongoing business. Once the IRC is granted, the account transitions to standard operation. If the IRC is never obtained — a scenario the draft does not appear to resolve fully, and a question practitioners should raise in consultations — it is unclear how long the pre-IRC account status persists or whether contributed capital must be repatriated within a defined window. The 12-month ERC-to-IRC window under the Law on Investment 2025 presumably sets the outer limit, but the draft's interaction with that deadline should be confirmed once the text is publicly available.

The practical effect for VIFC entrants is direct. Firms currently navigating VIFC entry — which involves parallel tracks of entity formation, IRC procedures, and the VIFC-specific registration under Decree 329 — have had no clean legal mechanism to cover pre-licensing costs. The draft removes that friction.

The IFC-to-Mainland Capital Category#

The second change is structurally more significant. The draft introduces, for the first time in Vietnamese foreign exchange regulation, the concept of direct investment from an international financial centre into the rest of Vietnam as a distinct regulatory category.

This matters because the VIFC operates under a partially separated forex regime. Circular 72/2025/TT-NHNN — effective 31 December 2025 and already documented in VIFC Insight's coverage of Decree 329 and Circular 72 — governs transactions within the IFC and between IFC members and offshore counterparties. It explicitly allows IFC members to transact in foreign currency with each other and with offshore parties without the forced VND conversion requirements that apply elsewhere in Vietnam. See our companion piece on what Circular 72 actually means for inbound capital for the mechanics.

What Circular 72 does not fully govern is what happens when a VIFC member entity wants to deploy capital outward into a mainland Vietnamese project. That movement — from the IFC-zone entity into a standard Vietnamese project company — sits in a regulatory gap. It is neither purely offshore-to-onshore (the standard FDI scenario) nor purely intra-IFC. The draft circular proposes to treat it as its own category, with its own compliance pathway.

The practical consequence: a fund or financial institution operating from within the VIFC that wants to invest in, say, a Vietnamese infrastructure project or a domestic real estate development will have an explicit regulatory basis for that capital movement. Previously, the applicable rules were ambiguous — was this domestic investment? Cross-border FDI? Firms structuring these transactions had to construct arguments by analogy. The draft ends that ambiguity, at least in principle.

Two Further Changes Worth Noting#

The 50% Ownership Threshold#

The draft codifies a 50% ownership threshold as the dividing line between foreign-invested economic organisations subject to direct investment account rules and those subject to indirect investment rules. Enterprises with foreign ownership exceeding 50% of charter capital must maintain a DICA and route capital contributions, transfers, and profit repatriations through it. If foreign ownership drops to 50% or below — through share transfer or new capital issuance — the enterprise must close its DICA and open an indirect investment account instead.

This threshold codification is relevant for complex holding structures within the VIFC. Our analysis of Resolution 05's ownership architecture for crypto exchanges documented how VIFC-licensed entities may sit within layered ownership stacks. The 50% threshold determines which account regime governs capital flows at each layer, and a share transfer that crosses that line triggers mandatory account restructuring. Firms designing multi-entity VIFC structures should model this threshold into their capital account planning from the outset.

Multi-Currency Account Flexibility#

The draft replaces a previous single-account-per-bank constraint with permission to open multiple foreign currency accounts in different currency denominations at the same permitted bank. For VIFC members handling multi-currency treasury operations, this reduces administrative complexity without requiring accounts at multiple institutions. In practical terms, a VIFC treasury desk running simultaneous USD settlement from US counterparties, JPY-denominated lending to Japanese strategic partners, and EUR-settled fund distributions can consolidate all three currency accounts at a single relationship bank — avoiding the reporting fragmentation and relationship overhead that come with splitting the book across institutions.

How the Draft Fits the Existing IFC Forex Architecture#

The relationship between the draft circular and Circular 72 is additive, not overlapping. Think of the capital stack in three legs:

1. Offshore to IFC: Capital flowing from an overseas investor into a VIFC member entity. This is the inbound FDI leg, governed by the draft circular's DICA framework.
2. Within the IFC: Transactions between VIFC member entities, or between members and offshore counterparties. This is Circular 72's domain — foreign currency transactions permitted without VND conversion.
3. IFC to mainland Vietnam: A VIFC member entity deploying capital into a standard Vietnamese project. This is the gap the draft circular's new IFC-to-mainland category addresses.

The draft does not touch Circular 72's intra-IFC rules. Firms already operating within the VIFC under Circular 72 need to consider the draft circular only when they are either receiving capital from offshore (leg one) or deploying capital into mainland projects (leg three).

Vietnamese-language sources reference what appears to be Decree 96/2026/NĐ-CP alongside Decree 329/2025/NĐ-CP as an additional legal basis for the draft circular's expanded scope. This decree could not be independently confirmed against a primary source — practitioners should treat any framing that relies on Decree 96 as unverified and request confirmation from the SBV or their legal advisers before relying on this element.

What Comes Next#

The VNBA consultation closed 21 April 2026. The draft has not yet appeared on the SBV's public consultation portal as of 17 May 2026, which means the full text remains unavailable for independent review. The provisions described here derive from secondary reporting by Vietnam Investment Review and Thoi Bao Ngan Hang, the SBV's own newspaper — both credible sources, but not a substitute for the draft text itself.

This article was published on 17 May 2026 based on secondary reporting of a draft circular that had not been formally published for public consultation at time of writing. We will update it once the SBV publishes the final instrument.

Firms currently in VIFC entry should:

• Request the draft text through their banking partners or directly via the VNBA, which circulated the consultation version to members.
• Confirm the pre-IRC account mechanics with a Vietnamese banking partner before committing to a project formation timeline that relies on the new account type — the draft is not yet in force.
• Map their ownership structure against the 50% threshold before executing any share transfers that could trigger mandatory account restructuring.
• Identify any IFC-to-mainland deployment plans and ensure their legal advisers track how the new capital category is defined in the final circular, since the specific compliance pathway for this leg has not previously existed.
• Verify the Decree 96/2026/NĐ-CP reference — Vietnamese-language secondary sources cite this decree as an additional legal basis for the draft circular's expanded scope, but it could not be independently confirmed. Do not structure transactions around this framing until the decree's existence and content are confirmed.

The draft's direction is clear: the SBV is aligning capital flow rules with the new investment law's sequencing and acknowledging the VIFC's structural distinctness from the standard FDI regime. The final text will determine how much operational clarity the circular actually delivers.