Aug 18, 2026 · 12 min · 5 segments
The Law on Investment 2025 and its guiding documents are making one of the most important changes to the mechanism for managing foreign investment flows into Vietnam. Not only amending the investment…
From post-licensing investment oversight to managing capital flows from the project formation stage, one of the biggest changes under the 2025 Investment Law is that foreign investors are now allowed to choose to establish an economic organization before carrying out the procedures to obtain or amend an Investment Registration Certificate, IRC.
This is a fundamental departure from the previous mechanism, under which a foreign investor essentially had to complete the IRC procedures before establishing an enterprise in Vietnam.
Under Circular 06/2019/TT-NHNN, dated June 26th, 2019, of the State Bank of Vietnam guiding foreign exchange management for foreign direct investment activities in Vietnam, hereinafter referred to as Circular 06, an FDI enterprise could open a direct investment capital account only after obtaining its IRC.
The 2025 Investment Law, however, allows an enterprise to be established before the IRC exists.
This creates a legal gap.
An enterprise is established but has no investment capital account mechanism through which to receive capital contributions from abroad.
The State Bank's new draft circular was developed primarily to address this gap.
Under the draft, a foreign-invested economic organization is permitted to open an investment capital account before obtaining its IRC.
During the pre-IRC stage, however, this account may be used only to receive capital contributions, to pay the costs of forming the investment project, and to refund capital to the investor if the IRC procedures are not completed.
This approach shows that the regulator is shifting from a model of managing after the investment license is granted to one of managing capital flows from the project formation stage.
Another notable point is that the draft circular shifts its approach from foreign direct investment to foreign investment into Vietnam.
This change in terminology is not merely a matter of legislative technique.
It reflects a tendency to broaden the scope of foreign exchange management so as to cover many new investment models.
The draft also adds a number of new entities to its scope of application, including foreign investors in oil and gas projects, enterprises in public-private partnership, PPP projects, member enterprises within the International Financial Center, IFC, and cases of investment from the International Financial Center into the rest of Vietnam.
The addition of a foreign exchange management mechanism for enterprises within the International Financial Center is a particularly notable new feature.
Under Decree 329/2025/ND-CP, member enterprises within the International Financial Center, when investing into the rest of Vietnam, will be managed in the same way as foreign investors.
This indicates that Vietnam is preparing the legal foundation for more complex cross-border international financial models in the future.
From post-licensing investment oversight to managing capital flows from the project formation stage, one of the biggest changes under the 2025 Investment Law is that foreign investors are now allowed to choose to establish an economic organization before carrying out the procedures to obtain or amend an Investment Registration Certificate, IRC.
This is a fundamental departure from the previous mechanism, under which a foreign investor essentially had to complete the IRC procedures before establishing an enterprise in Vietnam.
Under Circular 06/2019/TT-NHNN, dated June 26th, 2019, of the State Bank of Vietnam guiding foreign exchange management for foreign direct investment activities in Vietnam, hereinafter referred to as Circular 06, an FDI enterprise could open a direct investment capital account only after obtaining its IRC.
The 2025 Investment Law, however, allows an enterprise to be established before the IRC exists.
This creates a legal gap.
An enterprise is established but has no investment capital account mechanism through which to receive capital contributions from abroad.
The State Bank's new draft circular was developed primarily to address this gap.
Under the draft, a foreign-invested economic organization is permitted to open an investment capital account before obtaining its IRC.
During the pre-IRC stage, however, this account may be used only to receive capital contributions, to pay the costs of forming the investment project, and to refund capital to the investor if the IRC procedures are not completed.
This approach shows that the regulator is shifting from a model of managing after the investment license is granted to one of managing capital flows from the project formation stage.
Another notable point is that the draft circular shifts its approach from foreign direct investment to foreign investment into Vietnam.
This change in terminology is not merely a matter of legislative technique.
It reflects a tendency to broaden the scope of foreign exchange management so as to cover many new investment models.
The draft also adds a number of new entities to its scope of application, including foreign investors in oil and gas projects, enterprises in public-private partnership, PPP projects, member enterprises within the International Financial Center, IFC, and cases of investment from the International Financial Center into the rest of Vietnam.
The addition of a foreign exchange management mechanism for enterprises within the International Financial Center is a particularly notable new feature.
Under Decree 329/2025/ND-CP, member enterprises within the International Financial Center, when investing into the rest of Vietnam, will be managed in the same way as foreign investors.
This indicates that Vietnam is preparing the legal foundation for more complex cross-border international financial models in the future.
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