[2026] Capital Transfer Payments to Foreign Investors in Vietnam: Procedures & Risks

Regulatory Requirements for Payment Accounts

Under the Law on Investment 2020 and Circular 06/2019/TT-NHNN, capital transfer payments to foreign investors must follow strict banking protocols.

For Foreign Investors (The Buyer)

All payments for purchasing shares or capital contributions must pass through a Direct Investment Capital Account (DICA).

• Transactions must occur via the DICA; using personal accounts is strictly prohibited.
• The DICA must be opened before any funds are transferred.
• All capital flows—including contributions, buyouts, profit remittances, or divestments—must be documented through this account.

For Vietnamese Sellers

• Proceeds from capital transfer payments must be received through a legal bank account in Vietnam.
• Clear transfer vouchers are mandatory to complete the application for business registration change.

Process for capital transfer payments to foreign investors (2026 Standards)

To ensure compliance and safety, follow this roadmap:

1. Sign the Share Purchase Agreement (SPA): Clearly define the value, method, and schedule for the capital transfer payment.
2. Fulfill Conditions Precedent: Obtain necessary investment approvals and complete legal due diligence.
3. Open the DICA: The target company opens a Direct Investment Capital Account (DICA) at a commercial bank in Vietnam.
4. Transfer Funds via DICA: The foreign investor transfers money into the DICA, after which the bank executes the transfer to the seller.
5. Settling Tax Obligations: The seller pays Capital Transfer Tax. The tax receipt is a vital component of the business registration change file.
6. Submit Business Registration Change: Update ownership details at the Department of Planning and Investment.

Update Corporate Seals: After receiving the updated license, proceed with changing the company seal after transfer and updating internal charters.

Required Documents for Post-Transfer Registration

Once the capital transfer payment is finalized, you must prepare the following:

• Notice of change in business registration information.
• Signed capital transfer agreement and meeting minutes.
• Bank transfer vouchers (specifically from the DICA).
• Evidence of fulfilled tax obligations.
• Processing Time: Usually 3–5 working days from the submission of a valid file.

(Read more at: Law on Investment 2020, Regulations on foreign investment capital accounts)

The High Stakes of Non-Compliance: Protecting Your Legacy

Failing to strictly adhere to the capital transfer payment regulations in 2026 is not just a minor clerical error; it is a catastrophic legal failure that can trigger a domino effect of severe consequences. In the high-stakes world of M&A payments in Vietnam, ignoring these protocols can transform a strategic victory into a legal nightmare.

Here are the devastating risks you face by bypassing the established rules:

1. The Trap of Payments Outside DICA

Stepping outside the safety of the Direct Investment Capital Account (DICA) is a fatal mistake.

• Invalidated Investment: Any transaction executed outside the DICA is fundamentally void of recognition by the State Bank.
• Frozen Capital: Your hard-earned capital becomes trapped, as authorities will block all future profit remittances and repatriation of funds.
• Operational Paralysis: Without a valid DICA record, your status as a legitimate investor is stripped away, leaving your business in a state of permanent financial limbo.

2. The Deadlock of Missing Tax Documents

Submitting an incomplete file is a guaranteed recipe for rejection.

• Hostile Rejection: Licensing authorities will unceremoniously reject any application to change ownership if Capital Transfer Tax receipts are missing.
• Administrative Sabotage: This creates a toxic bottleneck, preventing the legal recognition of the new owners and stalling all corporate growth.
• Compliance Integrity: Conversely, meticulous tax documentation acts as a golden key, ensuring a seamless and triumphant transition of power.

3. The Nightmare of Invalid Transactions

Operating without prior approval is a reckless gamble that rarely pays off.

• Total Nullification: Without the mandatory prior approvals from relevant ministries, the entire deal—no matter how large—can be summarily declared void.
• Exposed Assets: Your assets are left defenseless, and you may lose the legal right to manage or control the company you just “bought”.

The “Safety First” Advantage: Engaging in the process correctly provides absolute legal certainty, securing your business empire and fostering long-term financial prosperity.

When to Seek Legal Counsel for Capital Transfer Payments?

While not every transaction strictly mandates a lawyer, engaging legal counsel early in deals involving foreign investment or complex structures is a decisive factor in ensuring the validity and safety of the entire capital transfer payment to foreign investors.

Investors should prioritize professional legal support for their M&A payments in Vietnam when:

• First-time Acquisitions: Executing your initial buyout of a Vietnamese entity requires a deep understanding of local capital transfer payment protocols.

• Foreign Investment Elements: Any transaction involving international entities must strictly follow DICA regulations to be recognized.

• High-Value Deals: For transactions exceeding $1 million USD, the financial stakes of a capital transfer payment error are simply too high to ignore.

• Target Company Issues: If the target enterprise has existing tax debts or legal disputes, the capital transfer payment to foreign investors must be handled with extreme caution.

• Complex Deal Structures: Multi-step transactions or deals involving multiple stakeholders require expert oversight of the application for business registration change and fund flows.

In these scenarios, even a microscopic error in the capital transfer payment process can lead to the non-recognition of the deal or the total loss of investment rights. If you are preparing for a buyout, verifying the payment workflow and the Direct Investment Capital Account (DICA) is an unskippable step.

The legal team at Far East Legal is ready to audit your transaction structure and ensure absolute compliance with capital transfer payment to foreign investors regulations from the very beginning.

FAQ: Navigating the Minefield

1.Can a foreigner transfer money directly to a Vietnamese individual?

Absolutely not. This is a prohibited shortcut. Under 2026 regulations, all capital transfer payments to foreign investors must pass through a DICA or IICA. Direct personal transfers are not recognized as valid investments, leading to crippling fines and the legal inability to update your business license.

2.Who is responsible for ensuring the payment is legal?

It is a shared burden. The Buyer must ensure the capital transfer payment originates from and passes through the correct DICA channel. Simultaneously, the Seller must settle all tax debts to avoid sabotaging the final application for business registration change.

• The Seller’s Duty: The Vietnamese seller is responsible for the meticulous declaration and settlement of all capital transfer taxes.
• The “Mutual Failure” Risk: If the payment sequence is flawed, it creates a toxic stalemate for both sides. You will face a hostile rejection of your business registration change file, leaving the transaction in permanent limbo and the buyer’s ownership rights completely unverified.