Vietnam Circular 38 takes effect: what Korean companies should check before M&A, capital increases and profit remittance

What changed on 18 August 2026?

Vietnam's State Bank issued Circular 38/2026/TT-NHNN on 31 July 2026. It took effect on 18 August and replaces Circular 06/2019/TT-NHNN. The new framework covers investment capital accounts, capital contributions, capital and profit remittances, transfers of equity and investment projects, and related foreign-exchange transactions.

For Korean groups with a subsidiary, JV, planned acquisition or capital restructuring in Vietnam, this is a reason to review the actual money flow before the next transaction.

1. Re-check the 50% foreign ownership threshold

The new rules include foreign-invested economic organizations where foreign investors or member enterprises hold more than 50% of charter capital through capital contribution or acquisition.

If a transaction reduces the relevant foreign ownership to 50% or below, the investment capital account may have to be closed and the remaining investment handled through the indirect investment account regime. If ownership rises above 50%, an investment capital account may become required.

2. M&A closing payments depend on the parties

For transfers of shares or capital contributions within the scope of Article 10, payments between a non-resident investor and a resident investor must go through the investment capital account. Transfers between non-resident investors generally do not use that account under this provision. BCC, PPP and oil-and-gas arrangements have separate rules.

3. Check the currency in the SPA

Article 13 allows foreign currency pricing and payment for certain transfers between non-residents and member enterprises. Except for specific oil-and-gas cases, transfers involving a resident and a non-resident generally must be priced and paid in VND.

4. Pre-investment funding can be structured more clearly

Foreign investors may remit funds for pre-investment activities, subject to the rules and supporting documents. After the investment procedures are completed, qualifying amounts may be converted into capital contribution, treated as a foreign loan where permitted, or returned after deducting legitimate costs.

5. Re-confirm bank requirements before profit remittance

The Circular regulates capital, profit and lawful-income flows through the appropriate accounts, while authorized banks are required to maintain internal procedures and document requirements. Companies should therefore confirm the current account type, supporting documents, payment purpose and currency before the next remittance.

Immediate checklist for Korean companies

• Calculate the foreign ownership ratio before and after any transaction.
• Confirm whether the entity should use an investment capital account or an indirect investment account.
• Identify the resident/non-resident status of buyer and seller in pending M&A deals.
• Re-check the pricing and payment currency in the SPA and closing memo.
• Keep contracts, invoices and bank records for pre-investment expenses.
• Confirm the latest bank procedures before capital or profit remittances.

This article is business information and does not replace legal, tax or banking advice.