AMENDMENT TO CIRCULAR NO. 40/2025/TT-NHNN ON FOREIGN EXCHANGE MANAGEMENT FOR OUTWARD INVESTMENT IN PETROLEUM

“4. Opening and use of investment capital account, registration for changes to foreign exchange transactions in respect of foreign investment projects in petroleum operations of state-owned corporations and groups according to Government regulations in situations where registration for Certificate of outward investment registration (OIRC) is not required (hereinafter referred to as “state-owned corporations and groups”).”.

1. Amend Clause 1:

“1. An investor must, after obtaining OIRC in respect of projects where OIRC is required or after declaring and updating information on National investment portal in a manner compliant with investment laws in case of outward investment projects of state-owned corporations or groups, open 1 checking account associated with 1 type of foreign currency appropriate to the demand for outward transfer of investment capital at 1 permitted bank except for cases detailed under Clause 5 Article 4 hereof in order to conduct incoming and outgoing transactions related to outward investment in petroleum (hereinafter referred to as “investment capital account”).”.

2. Amend Clause 4:

“4. Where an investor is replaced as a result of overseas petroleum project transfer between domestic investors, the receiving investor shall be required to open a new investment capital account at a permitted bank and register foreign exchange transactions to the regional SBV branch in a law-compliant manner so as to conduct incoming and outgoing transactions related to outward investment in petroleum.

Where the project is transferred in its entirety to a domestic investor, the transferring investor shall be required to close its investment capital account within 20 working days from the date on which amended OIRC comes into force or decision on project termination comes into force according to investment laws and inform the regional SBV branch that verifies registration for foreign exchange transactions or verifies the latest registration for foreign exchange transaction revision if revision to foreign exchange has been registered about account closure.”.

3. Amend Point b Clause 5:

“b) register revisions to foreign exchange transactions related to outward investment in petroleum to a regional SBV branch in accordance with Article 10 and Article 10a hereof;”.

1. Add Clause 1a following Clause 1:

“1a. An investor shall, after declaring and updating information on National investment portal in a manner compliant with investment laws in case of investment projects of state-owned corporations and groups, register foreign exchange transactions or register revisions to foreign exchange transactions to regional SBV branch of administrative division where the investor is based. Where multiple investors participate in the same project, each investor shall be required to register foreign exchange transactions and register revisions to foreign exchange transactions related to outward investment in petroleum to regional SBV branches.

Investors shall register revision to foreign exchange transactions in situations detailed under Clause 1 Article 16 of Decree No. 132/2024/ND-CP.”

2. Amend Clause 2:

“2. An investor shall, when using revenues generated by overseas investment projects to fund new investment projects in petroleum in foreign countries in a law-compliant manner, register foreign exchange transactions related to outward investment in petroleum to regional SBV branch of administrative division where the investor is based.”.

3. Amend Clause 3:

“3. Registrations for foreign exchange transactions and registrations for revision to foreign exchange transactions related to outward investment in petroleum shall use Form No. 1 and Form No. 2 respectively under Appendix attached to Decree No. 132/2024/ND-CP.

Registrations for foreign exchange transactions and registrations for revision to foreign exchange transactions related to outward investment in petroleum of state-owned corporations and groups shall use forms under Appendix VII and Appendix VIIII attached hereto.”.

4. Amend Clause 6:

“6. Regional SBV branches shall, within 10 working days from the date on which they receive adequate registrations submitted by investors in respect of projects where OIRC is required or within 30 working days from the date on which they receive adequate registrations submitted by investors in respect of outward investment of state-owned corporations and groups, send verification of registration for foreign exchange transactions or registration for revision to foreign exchange transactions related to outward investment in petroleum to applicants in form of physical or electronic documents.

Where regional SBV branches reject the registrations, regional SBV branches must state reasons for rejection and respond to applicants in form of electronic or physical document.”.

1. Registrations for foreign exchange transactions consist of:

a) Registration for foreign exchange transaction using form under Appendix VII attached hereto;

b) Written confirmation of tax authorities pertaining to applicant’s fulfillment of tax obligations except for cases where the applicant utilizes overseas revenues according to Clause 2 Article 10 hereof. The aforementioned written confirmation must be issued by tax authorities within the last 3 months leading up to the date on which registrations for foreign exchange transactions are submitted;

c) Documents on legal capacity of the applicant;

d) Documents approving or licensing investment issued by competent authority of the host country or document proof of the right to engage in investment in the host country compliant with regulations of the host country;

dd) Written confirmation issued by a permitted bank pertaining to opening of investment capital account of the applicant which contains account number, account name, type of currency, and date of account opening;

e) Documents proving that the applicant participates in management of an economic organization in foreign country if the applicant contributes capital, purchases shares or contributed capital of an overseas economic organization;

g) Documents identifying location of investment project according to Clause 2 Article 6 of Decree No. 132/2024/ND-CP;

h) Documents related to entitlement to decision on outward investment as per the law;

i) Agreement between the governments or written agreement between agencies of two countries approved by the Government (if any);

k) Other documents related to outward investment in petroleum of the applicant (if any).

2. Registration for revision to foreign exchange transactions consist of:

a) Registration for revisions to foreign exchange transaction using form under Appendix VIII attached hereto;

b) Written confirmation issued by a permitted bank where the applicant opens its investment capital account pertaining to account number, account name, type of currency, and account balance; amount transferred to foreign country in each installment, and amount transferred to Vietnam in each installment up the date on which revisions occur;

c) Documents proving revisions to foreign exchange transactions relative to written verification of registration for foreign exchange transactions or the latest written verification of registration for revision to foreign exchange transaction.

3. Regarding components in physical registrations under Clause 1 and Clause 2:

a) Registration for foreign exchange transactions, registration for revision to foreign exchange transactions, and written commitment of applicants must be original copies or primary copies;

b) Documents issued by Vietnamese authorities or verifying documents issued by permitted banks to applicants shall be original copies or primary copies or copies issued from master registers or copies attached to primary copies for comparison;

c) Documents issued by competent authorities of host country shall be original copies or primary copies or copies issued from master registers or printed copies created from electronic copies if the documents are issued in form of electronic copies according to regulations of host countries. Where applicants use printed copies created from electronic copies, applicants shall also attach written commitments for legal responsibility for accuracy, adequacy, and legitimacy of the provided documents.

d) Proof of the right to engage in investment in host countries; contracts, investment agreements, or other documents signed between applicants and foreign partners or documents related to decision on outward investment of applicants shall be original copies, primary copies or copies confirmed by the applicants regarding duplication from master registers.

4. Registrations for foreign exchange transactions and registration for revision to foreign exchange transactions must be filed in Vietnamese language, where:

a) Where components of registrations are filed in foreign languages, such documents must be translated to Vietnamese except for proper name of individuals, economic organizations in foreign countries or locations. Vietnamese translation shall be required to undergo translator’s signature authentication in a manner compliant with Vietnamese laws except for cases under Point b of this Clause;

b) Contracts, investment agreements, or other documents signed between the applicants and foreign partners shall be translated, verified by the applicants at their discretion. Applicants shall be legally responsible for accuracy of the translation.”.

“9. Be held accountable for accuracy of reporting data; comply with regulations on statistical report under this Circular.

10. Present documents and instruments to prove money transfer related to outward investment in petroleum of permitted banks. Assume legal responsibility for legitimacy, adequacy, and authenticity of documents, contents of registration for foreign exchange transactions, registration for revision to foreign exchange transactions, written notification according to this Circular and relevant law provisions.

11. Declare and update information on revision to investment projects on the National investment portal in a manner compliant with investment laws in case of investors that are state-owned corporations and groups”.

1. Replace the phrase “sau khi được cơ quan có thẩm quyền cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài và Giấy chứng nhận đăng ký đầu tư ra nước ngoài điều chỉnh” (after they have obtained OIRC or amended OIRC issued by competent authorities) under Article 13 with the phrase “sau khi được cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài, Giấy chứng nhận đăng ký đầu tư ra nước ngoài điều chỉnh đối với dự án thuộc diện cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài hoặc sau khi được cấp văn bản xác nhận đăng ký, đăng ký thay đổi giao dịch ngoại hối liên quan đến đầu tư ra nước ngoài trong hoạt động dầu khí đối với dự án đầu tư ra nước ngoài của tập đoàn, tổng công ty nhà nước.” (after they have obtained OIRC or amended OIRC in respect of investment projects where OIRC is required or after they have obtained verification for registration of foreign exchange transactions or verification for registration of revision to foreign exchange transactions related to outward investment in petroleum in respect of outward investment projects of state-owned corporations and groups.).

2. Replace the phrase “sau khi được cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài” (after obtaining OIRC) under Clause 5 Article 14 and Clause 2, Clause 3 Article 15 with the phrase “sau khi được cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài đối với dự án thuộc diện cấp Giấy chứng nhận đăng ký đầu tư ra nước ngoài hoặc sau khi được cấp văn bản xác nhận đăng ký giao dịch ngoại hối liên quan đến đầu tư ra nước ngoài trong hoạt động dầu khí đối với dự án đầu tư ra nước ngoài của tập đoàn, tổng công ty nhà nước.” (after obtaining OIRC in respect of projects where OIRC is required or after obtaining verification for registration of foreign exchange transactions or verification for registration of revision to foreign exchange transactions related to outward investment in petroleum in respect of outward investment projects of state-owned corporations and groups.).

1. Replace Appendix I and Appendix II attached to Circular No. 40/2025/TT-NHNN with Appendix I and Appendix II attached hereto.

2. Add Appendix VII and Appendix VIII attached hereto to Circular No. 40/2025/TT-NHNN.

This Circular comes into force from August 27, 2026.

Investors shall be allowed to use investment capital account opened before the effective date hereof to conduct incoming and outgoing transactions related to outward investment in petroleum in a manner complaint with Circular No. 40/2025/TT-NHNN.

Figureheads of entities affiliated to State Bank of Vietnam, commercial banks, and foreign bank branches permitted to conduct business and provide foreign exchange services in Vietnam, relevant organizations and individuals have the responsibility to implement this Circular.