Decree 329 + Circular 72 Explained: Banking, Foreign Exchange, and AML Within the VIFC

PLAIN-ENGLISH SUMMARY

Decree 329 and Circular 72 together form the "money layer" of the VIFC — the rules governing how banks operate, how foreign currency moves, and how anti-money laundering obligations apply within the centre. The headline shift: VIFC members can transact in foreign currency with each other and with offshore counterparties, borrow and lend across borders with minimal registration, and operate through a dual-track account system designed for transparency without bureaucratic friction. The supervisory model moves from ex ante licensing (ask permission first) to ex post supervision (act first, report afterwards). For international financial institutions, this is the single most operationally significant piece of the VIFC framework.

How these two instruments fit together#

Decree No. 329/2025/ND-CP was issued by the government on 18 December 2025 as one of the eight implementing decrees under Resolution 222. It covers three distinct but interconnected domains: banking licensing within the VIFC, foreign exchange management, and anti-money laundering and counter-terrorism financing (AML/CFT).

Circular No. 72/2025/TT-NHNN was issued by the State Bank of Vietnam (SBV) on 31 December 2025 — just two weeks later — to operationalise the foreign exchange provisions of Decree 329. It took effect the same day.

Think of Decree 329 as the policy framework and Circular 72 as the implementation manual. The decree says what VIFC members may do; the circular says how they do it — which accounts to use, what to declare, and what reporting looks like.

Together, they represent a fundamental departure from how foreign exchange and banking supervision work in the rest of Vietnam.

The big shift: from ex ante to ex post#

Under Vietnam's general regulatory framework, most foreign exchange transactions require prior registration, approval, or licensing from the SBV. Want to borrow from an offshore lender? Register first. Want to invest abroad? Get approval. Want to open a foreign currency account for capital transactions? Follow a prescribed process.

Within the VIFC, this model is inverted. The Decree 329/Circular 72 framework moves to ex post supervision: VIFC members conduct transactions first and fulfil declaration and reporting obligations afterwards. The SBV still oversees — it has not stepped back from supervision — but the mechanism shifts from gatekeeping to monitoring.

This is not a minor procedural change. For international financial institutions accustomed to the speed of transactions in centres such as Singapore, Hong Kong, or the DIFC, the shift from prior approval to post-transaction reporting removes one of the most cited barriers to operating in Vietnam.

Foreign currency use within the VIFC#

Vietnam's general rule is straightforward: the Vietnamese đồng (VND) is the required currency for domestic transactions. Foreign currency use is permitted only in narrow exceptions. For international firms, this has historically meant managing constant currency conversion, navigating FX regulations, and accepting conversion risk.

Decree 329 carves out a fundamentally different regime for VIFC members.

What members can do#

VIFC member enterprises and foreign investors gain the ability to transact, list prices, and settle obligations in foreign currency in two categories of dealings:

Between VIFC members — two member firms can contract, invoice, and pay each other entirely in US dollars, euros, or any other freely convertible currency.
Between a VIFC member and an offshore counterparty — a member firm can deal with a client, supplier, or lender outside Vietnam in foreign currency without restriction.

What members cannot do#

The liberalisation has a clear boundary. When dealing with individuals and organisations located within Vietnam who are not VIFC members, the use of foreign currency must continue to comply with Vietnam's general restrictions. The VIFC is not a vehicle for circumventing the country's broader FX controls — it is a contained environment where different rules apply between participants.

This distinction is important. A VIFC member bank cannot offer unrestricted foreign-currency services to a Vietnamese retailer in Bình Dương who is not an IFC member. The special treatment flows from membership, not from geography alone.

The dual-track account system#

Circular 72 introduces a two-tier account structure that differentiates transactions by purpose and counterparty. This is the operational spine of the VIFC's foreign exchange framework.

Member capital accounts#

VIFC member enterprises must open a designated foreign currency capital account at an IFC member bank. This account is mandatory for four specific categories of activity:

Borrowing from offshore individuals and organisations
Lending to offshore entities and domestic borrowers
Outbound investment from the VIFC to overseas markets
Investing elsewhere in Vietnam from the VIFC into the domestic economy

These are the capital-flow transactions — the ones that cross borders or move between the VIFC and the rest of Vietnam. Channelling them through a single designated account gives the SBV a clean audit trail without requiring prior transaction-level approvals.

Foreign currency payment accounts#

All other foreign exchange transactions — including operational receipts, vendor payments, currency conversion, and other investment activity — may be conducted through standard foreign currency payment accounts at any IFC member bank.

This category includes directly receiving investment from local and foreign investors, which the Tilleke & Gibbins analysis correctly identifies as a substantial liberalisation of foreign exchange rules in its own right.

The boundary with non-member banks#

When VIFC member enterprises open foreign currency payment accounts at non-IFC commercial banks or foreign bank branches, they remain subject to Vietnam's general foreign exchange restrictions. The liberalised treatment is only available through IFC member banks — reinforcing the principle that the special regime operates within a defined institutional perimeter.

Cross-border borrowing#

Under Vietnam's general framework, borrowing foreign currency from offshore lenders requires registration and amendment procedures with the SBV. These are not trivial — they involve documentation, processing times, and compliance costs that add friction to routine treasury operations.

Within the VIFC, the rules change significantly.

For all VIFC members#

Members may borrow foreign currency from offshore lenders without the registration and amendment procedures that apply outside the VIFC. Instead, borrowers must fulfil declaration and reporting obligations with the SBV. The obligation still exists — it is just lighter, faster, and comes after the fact rather than before.

For lending abroad#

The framework draws a distinction based on ownership structure:

Wholly foreign-owned VIFC members may lend offshore subject only to declaration and reporting requirements. This is the lightest-touch regime — designed for international institutions that are extensions of global groups and already subject to consolidated supervision by their home regulators.
Other VIFC members (those with any Vietnamese ownership) must satisfy additional conditions: borrower eligibility criteria, lending limits relative to equity, compliance with safety ratios, tax settlement, and approved due-diligence reports. The regulatory logic is clear — where the Vietnamese state has a stake or domestic capital is at risk, additional safeguards apply.

Investment flows: in, out, and between#

Decree 329 creates a structured but liberalised framework for three categories of investment flow.

Inbound investment into the VIFC#

Foreign investors must channel all IFC investment inflows, profit distributions, and lawful proceeds through a foreign currency capital account at an IFC member bank. This eliminates the foreign currency-to-VND conversion requirement that generally applies to foreign investment into Vietnam — a change that removes one of the most significant operational frictions for international investors.

The practical implication: a foreign asset manager investing in the VIFC can bring capital in, receive returns, and repatriate profits entirely in foreign currency through a single designated account. No forced conversion. No VND exposure unless the investor chooses it.

Investment from the VIFC into Vietnam#

When VIFC members invest elsewhere in Vietnam outside the IFC, they must transfer funds through the foreign currency capital account and follow procedures analogous to those for foreign investors. This maintains consistency with Vietnam's general foreign exchange policy — the VIFC is a gateway, not a loophole.

Outbound investment from the VIFC#

This is again bifurcated by ownership structure:

Wholly foreign-owned members conduct outbound investments without registration. Fund transfers must still go through member capital accounts, and information disclosure and reporting obligations apply. But there is no prior approval step.
Non-wholly foreign-owned members must register foreign exchange transactions related to direct outbound investment with the IFC Management Authority before transferring funds. Any subsequent changes must also be registered.

The pattern is consistent: wholly foreign-owned entities get the lightest treatment, reflecting a regulatory judgment that they are already supervised by home-country regulators and pose less systemic risk to Vietnam's domestic financial system.

Banking within the VIFC#

Decree 329 establishes the legal framework for IFC member banks — a distinct category of banking institution operating with greater flexibility than under Vietnam's domestic banking regime.

What IFC member banks can do#

Resolution 222 authorises members to establish and operate single-member limited liability banks and foreign bank branches within the VIFC. These institutions can apply:

International accounting standards (IAS/IFRS) rather than Vietnamese accounting standards
Debt classification and risk provisioning according to the owner's (parent group's) policies
Prudential ratios aligned with the parent institution's framework

This is a significant departure from Vietnam's domestic banking regime, where the SBV prescribes detailed prudential requirements. For a well-capitalised international bank, the ability to apply its group-wide standards within the VIFC removes a layer of regulatory duplication.

Supervision of IFC member banks#

The SBV retains supervisory authority over IFC member banks, but the supervisory approach shifts. Rather than prescriptive ex ante requirements, the framework relies on:

Reporting obligations and information disclosure
Post-transaction monitoring and review
Compliance with AML/CFT requirements (which are not relaxed — see below)
Coordination with home-country supervisors for foreign bank branches

Anti-money laundering and counter-terrorism financing#

This is the area where the VIFC framework does not offer liberalisation. Decree 329 maintains stringent AML/CFT requirements for all VIFC members, consistent with Vietnam's obligations under the Financial Action Task Force (FATF) framework.

Who is covered#

All IFC members — not just banks — are subject to AML/CFT obligations. This includes securities firms, insurance companies, fintech operators, commodity exchange participants, and any other member entity.

What is required#

The decree imposes obligations on anti-money laundering, counter-terrorist financing, and counter-proliferation financing — the last of these reflecting Vietnam's alignment with UN Security Council sanctions regimes and FATF Recommendation 7.

Specific procedures, reporting templates, and supervisory reporting formats are expected to be further detailed through SBV circulars and agency guidance. Circular 72 addresses the FX dimension but does not exhaust the AML/CFT implementation requirements. Additional instruments are anticipated.

Why this matters#

For international firms, the AML/CFT framework is a credibility signal. A financial centre that liberalises capital flows without maintaining robust anti-money laundering controls is a centre that faces FATF scrutiny, correspondent banking problems, and reputational risk. By maintaining — and in some respects tightening — AML/CFT obligations within the VIFC, Vietnam is signalling that the centre is designed for legitimate international finance, not regulatory arbitrage.

Practical implications for firms#

What this enables#

The Decree 329/Circular 72 framework substantially shortens transaction timelines and lowers administrative overhead for VIFC members. Specific operational gains include:

Treasury operations in foreign currency without forced VND conversion
Cross-border lending and borrowing without prior SBV registration
A single capital account for tracking all regulated capital flows
Profit repatriation in foreign currency through the same account
Banking services under international standards rather than Vietnamese domestic rules

What firms need to manage#

The liberalisation carries heightened self-compliance responsibilities. With less prior approval comes more post-transaction scrutiny. Firms operating within the VIFC must establish:

Robust internal controls to ensure accurate declaration and timely reporting
Proper account segregation — particularly where capital accounts and payment accounts coexist
AML/CFT compliance programmes that meet VIFC standards from day one
Monitoring of guidance from the IFC Management Authority, as implementation procedures are still being refined

During the initial implementation period, firms should coordinate closely with IFC member banks to confirm procedural consistency and reporting formats. The framework is new, and practical interpretations will evolve.

What remains to be issued#

Decree 329 and Circular 72 establish the core framework, but several layers of implementation detail are still expected:

Additional SBV circulars on AML/CFT reporting templates, account operations procedures, and supervisory reporting formats
Guidance from the IFC Management Authority on registration procedures for non-wholly foreign-owned members' outbound investment
Operating procedures for member banks on how to process and verify transactions under the new framework
Coordination mechanisms between the SBV, the IFC Supervisory Authority, and home-country regulators for foreign bank branches

Firms should monitor SBV announcements and IFC Management Authority publications. The regulatory architecture is in place; the operational plumbing is still being installed.

How this compares#

The VIFC's FX and banking framework draws on precedents from other international financial centres, but with Vietnamese characteristics:

Like the DIFC, the VIFC creates a distinct legal space where different banking and FX rules apply. But unlike the DIFC, the VIFC does not have its own independent financial services regulator — the SBV retains authority, operating in a lighter-touch mode.
Like the AIFC in Kazakhstan, the VIFC uses a membership-based model to gate access to the special regime. Both centres are relatively new and are building their regulatory operating layers in real time.
Like GIFT City in India, the VIFC is designed to address a specific problem: a country with a large, growing economy and significant capital controls that wants to create a contained space for liberalised international financial activity without opening the entire domestic system.

The distinctive feature of the VIFC framework is the ownership-based tiering — wholly foreign-owned members get lighter treatment than mixed-ownership members. This is a pragmatic solution to a real concern: Vietnam wants to attract international capital and institutions while managing risks to its domestic financial system during a period of rapid development.

"The framework is designed to be competitive with Singapore and Hong Kong on operational freedom, while maintaining the controls that a developing economy needs. The ownership-based tiering is the mechanism that makes both objectives possible simultaneously."

This guide was last updated on 14 February 2026. Decree 329 and Circular 72 are in their initial implementation phase — additional SBV circulars and IFC Management Authority guidance are expected. We will update this guide as new instruments are issued. For the foundational legal framework, see our guide to Resolution 222. For the broader regulatory picture, see our Regulation section.