DICA Accounts for FDI Enterprises: Legal Regulations, Opening Procedures, and Penalties for Non-Compliance in 2025

2. Cases Where Opening a DICA Account Is Mandatory Under Vietnamese Law

Pursuant to Clause 1, Article 5 of Circular No. 06/2019/TT-NHNN, the entities required to open a Direct Investment Capital Account (DICA) are specified as follows:

Article 5. Opening and Use of Direct Investment Capital Accounts

1. Entities required to open and use a direct investment capital account include:
   a) Foreign-invested enterprises as defined in Clause 2, Article 3 of this Circular;
   b) Foreign investors participating in Business Cooperation Contracts (BCCs), and foreign investors directly implementing Public–Private Partnership (PPP) projects in cases where no project enterprise is established (hereinafter collectively referred to as foreign investors directly implementing PPP projects).

2.1. Foreign-Invested Enterprises (FIEs)

This group includes the following types of enterprises:

a) Enterprises Established Through Direct Investment

– These are enterprises in which foreign investors contribute capital to establish an economic organization in Vietnam;

– They are required to obtain an Investment Registration Certificate (IRC) in accordance with the Law on Investment 2020.

Such enterprises are typical FDI companies operating in various sectors such as manufacturing, trading, logistics, and information technology.
All transactions related to capital contribution, asset purchase, profit withdrawal, or other capital movements must be conducted through a DICA account.

b) Vietnamese Enterprises With Foreign Ownership of 51% or More of Charter Capital

Although not initially established as FDI enterprises, once the foreign ownership ratio increases to 51% or more, the enterprise shall be deemed a foreign-invested enterprise and subject to DICA requirements. This includes:

– Enterprises in which foreign investors contribute capital, purchase shares, or acquire capital contributions resulting in ownership of 51% or more, regardless of whether the business line is conditional or non-conditional;

– Enterprises formed after division, separation, merger, or consolidation, where the result is foreign ownership of 51% or more;

– Enterprises newly established under sector-specific laws (e.g., banking, securities, insurance, education, etc.) that contain special provisions on foreign ownership.

In all of the above cases, enterprises are required to open a DICA account to conduct all financial transactions involving foreign investors.

c) Project Enterprises in Public–Private Partnership (PPP) Projects

– These are enterprises established by foreign investors to implement PPP projects under the Law on Investment 2020 and the Law on PPP 2020;

– Although such enterprises act as project entities, due to their FDI nature, they are still required to open a separate DICA account for each project.

2.2. Foreign Investors Directly Investing in Vietnam Without Establishing an Enterprise

In cases where a foreign investor does not establish an economic organization but still conducts investment activities in Vietnam through one of the following forms:

a) Business Cooperation Contract (BCC)

– The foreign investor cooperates with a Vietnamese enterprise based on a contractual agreement to jointly exploit profits and interests without establishing a new legal entity;

– This form is common in sectors such as energy, telecommunications, and agriculture.

b) Participation in a PPP Project Without Establishing a Project Enterprise

– The foreign investor directly enters into a contract with a competent state authority to implement a PPP project;

– The investor does not establish a legal entity in Vietnam but still conducts investment activities and earns profits directly.

In both of the above cases, the foreign investor is required to open a separate DICA account for each project or contract in order to:

– Manage investment capital inflows from abroad;

– Receive income and profits from investment activities;

– Fulfill financial obligations to the State budget of Vietnam.

3. Legal Consequences of Failing to Open a DICA Account in Compliance with Regulations

Failure to open a DICA account at the required time or to use it for its lawful purposes may result in serious legal and financial risks. To avoid the risk of invalid transactions or unrecognized capital contributions, foreign investors are strongly advised to seek professional legal assistance.
(See also: Legal Services for FDI Enterprises in Vietnam for comprehensive advisory support.)

Below are typical legal consequences that foreign-invested enterprises (FIEs) and foreign investors may face if they violate DICA-related regulations:

3.1. Capital Contributions May Not Be Legally Recognized

Under Articles 26 and 47 of the Law on Enterprises 2020, the capital contribution of members or shareholders must be fully, timely, and properly made in accordance with the prescribed method.
If a foreign investor fails to contribute capital through a DICA account:

– The bank will not confirm the validity of the capital contribution;

– The Department of Finance may refuse to record the investor as a lawful member or shareholder;

– The investor may be deemed as having not contributed capital, thereby losing shareholder rights such as profit distribution, voting, and capital transfer.

In practice, there was a case where a Japanese investor remitted capital via a regular account instead of a DICA. Later, when attempting to withdraw capital or remit profits, the transaction was rejected because the source of funds could not be legally verified.

3.2. Late Capital Contribution – Subject to Administrative Sanctions

Pursuant to Article 48 of the Law on Enterprises 2020, members or shareholders must complete capital contribution within 90 days from the date the Enterprise Registration Certificate is issued.
If the investor:

– Fails to open a DICA within the required timeframe; or

– Has not opened a DICA and therefore cannot contribute capital on time

They shall be subject to administrative penalties under Decree No. 122/2021/NĐ-CP, with fines of up to VND 20 million, and may be required to take corrective measures.

3.3. Inability to Remit Profits or Capital Abroad

One of the primary functions of the DICA account is to facilitate the lawful remittance of profits abroad after the investor has fulfilled all tax obligations.
If the enterprise fails to open or properly use a DICA account:

– The bank will refuse to process outward remittance orders;

– This may result in capital stagnation, particularly for multinational corporations that require efficient cash flow management;

– It may undermine investor confidence in Vietnam’s investment environment.

3.4. Capital or Share Transfer Transactions May Be Declared Invalid

Capital transfers between foreign investors, or between foreign and domestic investors, must be settled through a DICA account.
Failure to comply with this requirement may result in:

– The transaction being rejected by competent authorities;

– The transaction being declared invalid by a court in case of dispute;

– The acquiring investor not being legally recognized as the lawful owner of the shares or capital contribution.

3.5. Bank Refusal to Process Transactions – Disruption of Investment Activities

Authorized banks in Vietnam are legally entitled to refuse processing of transactions that:

– Involve capital contributions made outside the DICA channel;

– Relate to share purchases or capital transfers not supported by DICA documentation;

– Concern profit remittance or capital withdrawal conducted through improper channels.

Such refusals may cause significant disruption to FDI operations, including project delays, investment suspension, and reputational damage with business partners and clients.