Circular No. 03/2025/TT-NHNN amends and supplements Circular No. 05/2014/TT-NHNN, replacing the rigid "one account per investor" rule by permitting certain groups of foreign investors to open additional accounts corresponding to their issued Securities Trading Codes (STC), while strictly regulating remittance purposes and eliminating vague, generic payment categories.
1. Expanded Exceptions for Opening Multiple FIIAs (Article 5)
While maintaining the general principle that a foreign investor may only open 01 account at 01 authorized bank, Circular 03 allows opening additional accounts corresponding to assigned STC for 03 categories of entities:
- Foreign Securities Companies: Permitted to open up to 02 accounts (01 for proprietary trading and 01 for client brokerage).
- Foreign Investment Funds/Entities Managed by Multiple Fund Management Companies: Permitted to open 01 account for each investment portfolio managed by a fund management company, or for a self-managed portfolio with a distinct STC.
- Foreign Governmental Investment Entities/International Financial Institutions: Permitted to open 01 account for each investment portfolio deposited at a custodian bank with a distinct STC.
2. Mandatory Transactions Conducted via FIIA (Article 4)
All foreign indirect investment activities in Vietnam belonging to the following 04 groups must strictly utilize an FIIA:
- Purchase and sale of securities on the Vietnamese securities market and other valuable papers.
- Capital contributions, purchases of shares or capital contributions in unlisted enterprises (excluding those subject to Direct Investment Capital Accounts under Circular No. 06/2019/TT-NHNN).
- Investment entrustment in VND via fund management companies or other authorized entities.
- Trading of other types of securities as prescribed by securities law.
3. Operational principles & Documentation requirements
| Criteria | Notable Regulatory Highlights under Circular No. 03/2025/TT-NHNN |
|---|---|
| Expanded Inflow Transactions (Article 6.1) | - Interests/other lawful revenues arising from Non-Pre-Funding (NPF) share purchases by foreign institutional investors. - Receipt and refund of security deposits/escrow funds. - Account transfers from an old FIIA to a new FIIA when changing authorized banks. |
| Expanded Outflow Transactions (Article 6.2) | - Payment of losses/costs arising from NPF share purchases by foreign institutional investors. - Payment of taxes, fees, charges, and administrative fines. - Security deposits/escrow payments, or overseas remittances of refunded deposits. - Account transfers to a new FIIA when changing authorized banks. |
| Removal of Generic Inflow/Outflow Categories | Completely eliminates broad categories such as "payment of legitimate expenses arising in Vietnam" and "other legal cash flows". |
| Account Principles & Remittance Orders (Article 3.6, 3.7) | • Joint FIIAs (co-owned by two or more entities) are strictly prohibited. • Payment orders must explicitly state the specific remittance purpose as a basis for bank verification and document retention. |
| Account Opening Documentation (Article 5.4) | • Foreign-issued documents/data must be notarized or consularly authenticated within 12 months prior to bank submission. • Banks may agree not to translate foreign documents into Vietnamese but remain responsible for verifying the content and must provide certified Vietnamese translations upon request by competent state authorities. |
Strategic actions
To ensure full compliance with foreign exchange regulations and optimize operational efficiency, foreign investors should execute the following 03 steps:
Review & Restructure Accounts by STC
Foreign brokerages and multi-managed funds should review their STC allocations and register separate FIIAs for each portfolio or business line in accordance with the new rules.
Update Payment Workflows & Remittance Descriptions
Adjust internal treasury controls to ensure payment instructions explicitly state valid remittance purposes compliant with the statutory scope of Circular 03.
Verify Legal Validity Windows for Account Dossiers
Audit all corporate dossiers and power-of-attorney documents issued by foreign authorities to ensure notarization/legalization falls strictly within the 12-month validity period before submission to local/custodian banks.
OPTIMIZING OPERATIONS WHILE TIGHTENING INDIRECT CAPITAL CONTROLS
Operational flexibility is now expanded through STC-based multi-account structures for international financial institutions, while market transparency is simultaneously enhanced by standardizing permissible cash flows and strictly enforcing a 12-month legal validity window for foreign documentation.
