Open a Capital Account for Real Estate Investment

To open a capital account for real estate investment is a mandatory procedure for foreign investors. When executing a real estate project or contributing capital to an enterprise with land use rights, the investor must open a Direct Investment Capital Account (DICA) at an authorized bank. This article provides a detailed guide on the process and procedures to legally establish this account for real estate investment.

When to Open a Capital Account for Real Estate Investment

A Direct Investment Capital Account is a payment account in a foreign currency or Vietnamese Dong (VND). A foreign-invested enterprise (FIE) or a foreign investor opens this account at an authorized bank to conduct transactions related to foreign direct investment activities in Vietnam.

According to Clause 2, Article 3 and Clause 1, Article 5 of Circular 06/2019/TT-NHNN dated June 26, 2019, a foreign investor must open a DICA when conducting real estate investment activities. This applies to:

• An enterprise established as an economic organization where a foreign investor is a member or shareholder and which must obtain an Investment Registration Certificate (IRC).
• An enterprise not in the first category, where foreign investors own more than 50% of the charter capital. This includes:
  • Enterprises where a foreign investor contributes capital or acquires shares, resulting in foreign ownership exceeding 50% of the charter capital.
  • Enterprises formed after a division, merger, or consolidation, resulting in foreign ownership exceeding 50% of the charter capital.
  • Newly established enterprises under specialized laws.
• A project enterprise established by a foreign investor to implement a PPP project.

These entities must open a DICA when the foreign investor implements a real estate project or acquires capital in an enterprise with land use rights using foreign currency and/or VND. All capital contributions, payments, and profit repatriation must flow through the DICA. This procedure is not required for purchasing residential property for personal use.

In summary, a foreign investor must open a capital account for real estate investment (DICA) when conducting real estate transactions or contributing capital to an enterprise with land use rights in Vietnam via direct investment.

>>> See more at: FDI enterprises receive transfer of investment capital as the value of land use rights: Procedures

Procedure to Open a Capital Account for Real Estate Investment

To ensure all transactions are legal and transparent, from capital contribution and payment to profit repatriation, investors must follow a regulated procedure. Below is a detailed guide to the entire process.

Select an Authorized Bank

The selected bank is responsible for managing the investment capital account and overseeing transactions related to the real estate project.

According to Article 5 of Circular 06/2019/TT-NHNN, an FIE must open a DICA in a foreign currency at one authorized bank. For each foreign currency used for capital contribution, the enterprise may open only one DICA in that currency at one authorized bank. Therefore, investors must choose a commercial bank licensed and equipped to handle foreign direct investment transactions, preferably a branch with a specialized FDI department.

Prepare the Legal Dossier of the Project/Enterprise

A complete and accurate legal dossier is a prerequisite for a smooth account opening process. The following documents are required:

• Investment Registration Certificate (IRC) or amended IRC.
• Enterprise Registration Certificate (ERC).
• Decision or Approval of Investment Policy from the competent authority for applicable projects.
• The company’s charter and resolution on capital contribution, detailing the ownership structure and capital use purpose.
• M&A contract or project transfer agreement (if any), notarized and consular legalized.
• Personal identification of the foreign investor, including passport and proof of financial capacity.

Note: All foreign documents must be notarized, translated into Vietnamese, and consular legalized. The document storage must align with actual transactions to ensure foreign exchange services are provided correctly, as per Clause 3, Article 11 of Circular 06/2019/TT-NHNN.

Open One Foreign Currency DICA and One VND DICA

According to Clause 1, Article 11 of the Ordinance on Foreign Exchange 2005, all transfers of investment capital into Vietnam and repatriation of principal, profits, and interest abroad must be conducted through a foreign currency account at a licensed credit institution.

If the investment is made in VND, the enterprise can open one DICA in VND at the same authorized bank where the foreign currency DICA is held (Clause 2, Article 5, Circular 06/2019/TT-NHNN).

Note: The DICA must be opened in the name of the FDI enterprise, not an individual.

The DICA is applicable for enterprises with an IRC or foreign ownership exceeding 50%, as per Clause 3, Article 11 of Circular 03/2025/TT-NHNN dated April 29, 2025.

Follow the Capital Transfer Process

After successfully opening the DICA, the investor must follow a strict process to transfer capital for the real estate transaction.

Step 1: The foreign investor transfers capital from an offshore account to the foreign currency DICA in Vietnam. The transfer must have a clear purpose and supporting documents.

Step 2: The enterprise sells the foreign currency from the DICA to convert it into VND.

Step 3: The resulting VND amount is transferred to the enterprise’s VND DICA to pay for the investment capital or project transfer to the seller in Vietnam (Point c, Clause 2, Article 6, Circular 06/2019/TT-NHNN).

Step 4: From the VND DICA, the enterprise pays the seller or covers project-related expenses as per the signed contracts.

The entire capital transfer process is a closed loop that must pass through the registered DICA system.

Repatriate Profit/Capital via the DICA

Repatriating profits and recovering investment capital is a legal right of foreign investors under Vietnamese law. According to Point d, Clause 1, Article 6 of Circular 06/2019/TT-NHNN, all such transactions must be executed through the DICA. The bank will verify all supporting documents before processing the outward remittance.

>>> See more at: Regulations on transferring profits abroad of FDI enterprises

Key Considerations to Open a Capital Account for Real Estate Investment

A successful DICA opening is only the first step. To ensure the process is compliant and avoids legal risks, investors should note the following:

• Clearly state the transaction purpose in the remittance order and retain all documents for inspection by authorities.
• Strictly comply with regulations on anti-money laundering as stipulated in the Law on Anti-Money Laundering 2022.
• Adhere to bank transfer requirements for payments related to land-use rights, as per Clause 2, Article 48 of the Law on Real Estate Business 2023.
• For future repatriation of funds from selling the property, the bank will require a complete set of documents, including the notarized sales contract and tax payment receipts.

Consulting Services at Long Phan Consulting

To ensure a secure and efficient process that complies with the law, we offer a comprehensive service package to guide you through every stage to open a capital account for real estate investment.

Strategic Advisory and Planning

• We analyze your investment to design an optimal capital transfer roadmap into Vietnam.
• We provide guidance on selecting an authorized bank with a specialized FDI department suited to your needs.
• We help structure the capital contribution plan to align with foreign exchange management regulations.

Dossier Preparation and Review

• We provide a detailed checklist of all required documents according to the bank’s specific requirements.
• We meticulously review each document you provide (IRC, ERC, M&A contract, passport) for validity, consistency, and completeness.
• We assist in drafting or amending necessary documents to meet legal standards.

Execution and Representation

• We manage the entire process of notarized translation and consular legalization for foreign documents.
• We act as your authorized representative to submit the dossier and work directly with the bank’s FDI specialists.
• We guide you through the process of transferring funds from abroad and executing foreign currency conversions.

Frequently Asked Questions

How long does the entire DICA opening process take?

There is no statutory timeframe. The duration depends on the completeness of your dossier and the bank’s internal processing time. With a well-prepared dossier, the process typically takes 7 to 15 working days.

What is the most common mistake investors make when preparing the dossier?

The most frequent error is non-compliance with document formalities, especially the lack of consular legalization for foreign documents. Another common issue is inconsistent information across documents, which leads to delays.

If I invest in multiple foreign currencies, how many DICA accounts do I need?

According to Clause 2, Article 5 of Circular 06/2019/TT-NHNN, you must open one DICA for each foreign currency used for capital contribution. If you invest with both USD and JPY, you must open two separate DICA accounts.

What happens if I transfer money into Vietnam without using a DICA?

This is a violation of foreign exchange management regulations and may result in administrative penalties under Article 23 of Decree 88/2019/NĐ-CP, dated November 14, 2019.

Can I authorize a service provider to handle the entire process with the bank?

Yes. Under Article 138 of the Civil Code 2015, you can use a legal service agreement and a power of attorney to authorize a service provider to represent you in all necessary legal procedures with the bank.

Conclusion

The procedure to open a capital account for real estate investment is mandatory for foreign currency transactions related to real estate in Vietnam. If you have any questions, please contact our hotline at 1900636389 for detailed advice on our professional DICA opening services.