On June 30, 2026, the State Bank of Vietnam issued Circular No. 34/2026/TT-NHNN (“Circular 34”) providing guidance on foreign exchange management for outward foreign investment activities, replacing Circular No. 12/2016/TT-NHNN (“Circular 12”).
Circular 34 was promulgated in the context of the updated legal framework for outward investment under Decree No. 103/2026/ND-CP (“Decree 103”) on outward investment, while also re-establishing mechanisms for cash flow management, investment accounts, and foreign exchange transaction registration procedures in alignment with the new regulatory framework.
Below, ATA highlights several notable changes for investors to keep in mind during the implementation of outward foreign investments.
1. Expanding the mechanism for using Vietnamese Dong in the pre-investment transfer stage
One of the notable new features of Circular 34 is the expansion of the scope of using Vietnamese Dong (VND) for outward remittances during the investment preparation phase. Previously, under Circular 12, the pre-investment transfer mechanism was conducted through a pre-investment foreign currency account. Investors were only permitted to execute receipts and disbursements related to this activity through this specific foreign currency account.
However, Circular 34 has changed this approach and now allows investors to use both foreign currency and Vietnamese Dong. Nevertheless, outward remittances in Vietnamese Dong will apply in cases where the pre-investment funds are transferred to an investment-receiving country or territory with which Vietnam has signed bilateral or multilateral agreements providing for the use of Vietnamese Dong in payment and remittance transactions.
Accordingly, investors may open a pre-investment account in Vietnamese Dong and/or foreign currency at the same authorized bank. If opening pre-investment accounts in foreign currency, the investor may open one account corresponding to each foreign currency type at the same authorized bank. For projects involving multiple investors, each investor must open a separate pre-investment account at the same authorized bank.
2. Adding a handling mechanism for pre-investment accounts when a project is not licensed or not implemented
For the first time, Circular 34 provides regulations on handling cases where an outward investment project is not established or not approved by the competent authority of Vietnam or the investment-receiving country. Accordingly, within 60 working days from the date of receiving the written rejection of licensing from the competent authority of the investment-receiving country or Vietnam, the investor must repatriate to Vietnam any unused portion of the pre-investment funds transferred abroad (if any) or any costs reimbursed by the foreign party for project establishment activities through the pre-investment account. The investor must close the opened pre-investment account after transferring the entire remaining balance to their payment account.
This is a new provision compared to Circular 12, contributing to perfecting the pre-investment cash flow management mechanism, ensuring the recovery and management of capital transferred abroad when a project is not proceeded with, while also clearly establishing the investor's responsibilities in settling and closing the pre-investment account.
3. New Regulations on Initial Registration / Registration of Changes in Foreign Exchange Related to Outward Foreign Investment Activities
3.1. Clear Division of Authority between the State Bank of Vietnam (“SBV”) and Regional SBV Branches in Confirming Initial Foreign Exchange Transaction Registration:
Circular 34 has amended and clarified the authority to confirm the initial registration of foreign exchange transactions for outward foreign investment activities, specifically:
- The SBV (Head Office):
(i) Projects of investors that are credit institutions;
(ii) Outward foreign investment projects associated with national defense and security, implemented under agreements between the Government of Vietnam and foreign governments;
(iii) Outward foreign investment projects of state-owned corporations and holding companies belonging to the list of state-owned corporations and holding companies;
(iv) Outward foreign investment projects not subject to reporting to the Prime Minister for consideration and approval.
- Regional SBV Branches where the investor (entity) has its head office or the investor (individual) has registered permanent residence:
(i) Projects subject to the issuance of an Outward Investment Registration Certificate;
(ii) Outward foreign investment projects with an outward investment capital amount of less than VND 7 billion and not falling under conditional outward foreign investment business lines as prescribed in Clause 1, Article 41 of the Law on Investment.
3.2. Confirmation written document on foreign exchange transaction registration will expire after 24 months if the investor has not transferred capital abroad:
If the investor has not transferred capital within 24 months from the date the capital transfer schedule was confirmed and fails to register a change in the transfer schedule, the confirmation document for foreign exchange transaction registration will automatically expire.
If capital is not yet required, the investor may amend the capital transfer timeline and must complete the registration procedures for the change within 24 months from the confirmation date.
This provision will enhance investor accountability and limit delays in project implementation.
3.3. Expansion of cases requiring registration of changes in foreign exchange transactions
Under Circular 34, several additional cases requiring registration of changes in foreign exchange transactions have been newly introduced compared to the previous Circular 12. Specifically, the new cases specified under Article 16 are as follows:
- An increase in the expected amount to be transferred abroad during the period, leading to the total cumulative amount already transferred abroad plus the expected amount to be transferred abroad during the period exceeding the cumulative cash investment transfer limit according to the schedule confirmed in the foreign exchange transaction registration as of the time of executing the remittance transaction during that period.
- A change arising from an occurrence of cash outward investment capital after the final capital transfer period specified in the cash outward investment capital transfer schedule under the most recent confirmation document on foreign exchange transaction registration.
- A change in the amount of cash investment capital permitted to be transferred abroad due to using profits from the overseas investment project to continue contributing investment capital to that same project in accordance with Clause 1, Article 25 of this Circular.
- A change from a project not subject to the issuance of an Outward Investment Registration Certificate to a project subject to the issuance of an Outward Investment Registration Certificate under investment laws.
- A change from a project subject to the issuance of an Outward Investment Registration Certificate to a project not subject to the issuance of an Outward Investment Registration Certificate under investment laws.
3.4. Addition of cases requiring notification of changes in foreign exchange transactions only
Beside changes that require registration, the new regulations add cases where only notification is required instead of executing procedures for registering changes in foreign exchange transactions. Circular 34 adds the following new cases that must be notified to competent authorities:
- A reduction in the investor's cash outward investment capital.
- A change in the name of the investor implementing the project.
- A change in the investment capital account number resulting from restructuring, merger, consolidation, or system conversion executed by the authorized bank where the investor opened the investment capital account, or a change of an investment capital account of the same foreign currency type for the same outward investment project at one authorized bank.
- Cases including: transfer of the entire outward investment project to a domestic investor; termination of the outward investment project's operations pursuant to Clause 1, Article 28; non-repatriation of profits and other legal revenues to Vietnam by the investor; and the investor's use of profits earned from the overseas investment project to increase investment capital for that same project.
- Cases of changes resulting from using shares, equity interests, or profits of the overseas economic organization of an investment project whose foreign exchange transaction registration has been confirmed to make payments or swaps in accordance with regulations.
4. Addition of regulations on the use of overseas profits
Compared to the general regulations on using profits for reinvestment under the former Circular 12, Circular 34 clarifies several specific cases regarding the use of overseas profits as follows:
- Using profits to continue contributing investment capital to the same project when the registered capital has not been fully contributed: Accordingly, the investor must register a change in foreign exchange transactions within 15 days from the date of issuance of the amended Outward Investment Registration Certificate by the competent authority (for projects subject to the issuance of an Outward Investment Registration Certificate), or within 05 days from the date of completing the update of changed information about the investment project on the National Investment Information System (for projects not subject to the issuance of an Outward Investment Registration Certificate).
- Using profits to increase investment capital for the same project: The investor does not need to perform registration procedures, but only needs to notify the change in foreign exchange transactions within 15 days from the date of issuance of the amended Outward Investment Registration Certificate, or within 15 days from the date of completing the information update for projects not subject to the issuance of an Investment Certificate.
- Using profits to execute a new project overseas: The investor must register foreign exchange transactions for the first time (initial registration) for the new project.
- Using profits distributed from an overseas economic organization to swap liabilities arising abroad with a partner operating in Vietnam: The investor must provide written notification accompanied by supporting documents for the changed content within 30 working days from the date of being issued or amended the Outward Investment Registration Certificate by the competent authority.
5. Transitional provisions for ongoing projects
For projects that were granted an Outward Investment Registration Certificate and a confirmation document on foreign exchange transaction registration prior to July 31, 2026, investors may continue implementation in accordance with the confirmed contents. However, if any changes arise compared to the confirmed contents, the investor must comply with Circular 34.
Dossiers for initial registration or registration of changes received by Regional SBV Branches prior to the effective date of this Circular but not yet resolved shall continue to be processed under the authority of the Regional SBV Branches in accordance with Circular 34.
The addition of detailed cases under the new provisions has established a clear legal corridor to enable operational projects to proceed with greater flexibility and capital efficiency. Thanks to this mechanism, investors can save significant time while still ensuring compliance under the strict supervision of the State Bank of Vietnam.
Circular No. 34/2026/TT-NHNN takes effect from July 31, 2026.
Comment: