Inventive Legal|Vietnam Corporate Compliance

Overview

Two account types, not one

Vietnam distinguishes between a Direct Investment Capital Account (DICA) and an Indirect Investment Account (IIA). They are not ordinary operating accounts and should not be used interchangeably.

Account	Who uses it	Main transactions
DICA	FDI enterprises, foreign investors in BCCs, and certain foreign investors directly implementing PPP projects without a project company	Capital contributions, investment receipts and payments, profit remittances, capital transfers, and other direct-investment transactions
IIA	Foreign investors making qualifying indirect investments	Securities transactions, qualifying capital contributions or share purchases in private companies, investment entrustment, and other permitted indirect-investment transactions

DICA

DICA requirements

Open the DICA at a bank licensed to conduct foreign-exchange activities in Vietnam.
The account may be denominated in VND or an approved foreign currency.
An FDI enterprise must generally maintain its DICA at one authorized bank; foreign-currency accounts may be opened by currency as permitted by the bank and applicable foreign-exchange rules.
Route capital contributions, transfers of investment capital, profit remittances, and other relevant direct-investment cash flows through the DICA.
Maintain separate ordinary VND or foreign-currency operating accounts for routine business expenses where appropriate.

See DICA — Direct Investment Capital Account for the full setup matrix and transaction rules.

IIA

Indirect Investment Account

Under the current indirect-investment framework, a foreign investor generally opens one VND IIA at one licensed or custodian bank. Transactions relating to the investor's permitted indirect investment activities must be conducted through that account.

The IIA framework covers, among other matters:

Trading securities and other permitted valuable papers.
Capital contributions or share purchases in unlisted companies where a DICA is not required.
Investment entrustment through an authorized fund-management organization.
Other permitted securities transactions.

Compliance wording

Bank accounts: Maintain the appropriate DICA or IIA for foreign investment transactions, route all regulated capital flows through the designated account, and keep bank records consistent with the ERC, IRC, ownership structure, and investment schedule.

When the investor, ownership structure, registered capital, investment schedule, designated bank, or legal representative changes, the company should check whether the account records and supporting documents must also be updated. A company should not route direct-investment capital through an IIA merely because the IIA is easier to open, or route an indirect investment through a DICA without confirming the applicable foreign-exchange rules.