Vietnam allows foreign investors to repatriate after-tax profits and dividends — but the process requires satisfying specific financial, tax, and documentation conditions before any transfer can take place. Understanding these requirements upfront is the key to avoiding delays and compliance issues.
This guide covers who can declare dividends, the applicable tax rates, the five mandatory pre-conditions for repatriation, the step-by-step payment process, and the key changes introduced by CIT Law No. 67/2025/QH15 that every foreign investor should know.
What Are the Requirements for Declaring Dividends in Vietnam?
Before a Vietnamese company can declare and distribute dividends, it must satisfy three core financial conditions under the Law on Enterprises and Circular 186/2010/TT-BTC:
- Positive retained earnings — the company must have after-tax profits available for distribution.
- No accumulated losses — prior-year losses carried forward on the balance sheet block distribution, even if the current year is profitable.
- Corporate income tax (CIT) settled — all tax obligations must be finalized before any dividend can be paid.
Once these conditions are met, the board of directors (or members' council for a limited liability company) passes a resolution specifying the dividend amount, currency, payment timeline, and recipient details. Dividends can be paid in Vietnamese dong or foreign currency, subject to foreign exchange management regulations.
Strategic note: Proactively maintaining positive retained earnings and staying current with CIT filings throughout the year makes dividend declarations significantly smoother. Companies with outstanding tax issues or incomplete filings face delays when tax authorities review the repatriation notification.
What Withholding Taxes Apply to Dividend Payments?
Vietnam's dividend withholding tax obligations differ depending on the type of shareholder receiving the payment.
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Shareholder type
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Withholding tax rate
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Notes
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Vietnamese corporate shareholder
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0%
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Dividends from Vietnamese companies are not subject to CIT where tax has already been paid at the investee company level.
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Foreign corporate shareholder
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0% (domestic) / 5% (DTA)
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No withholding tax on dividends paid between Vietnamese companies. Foreign corporate recipients may be subject to 5% withholding under most double tax agreements (DTAs) — check the applicable DTA.
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Individual shareholder (resident or non-resident)
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5% PIT
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Flat 5% Personal Income Tax applies regardless of residency status. Withheld at source by the paying company.
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Double tax agreements (DTAs): Vietnam has DTAs with over 80 countries. Under most DTAs, the 5% withholding rate applicable to foreign corporate recipients may be reduced or eliminated. A Certificate of Residency from the shareholder's home country tax authority is required to claim DTA relief.
What Changed Under CIT Law No. 67/2025/QH15?
The National Assembly passed the new Corporate Income Tax Law No. 67/2025/QH15 on 14 June 2025. It took effect from 1 October 2025 and applies from the 2025 fiscal year. Decree 320/2025/ND-CP (effective 15 December 2025) and Circular 20/2026/TT-BTC (effective 12 March 2026) provide implementing guidance.
The following changes are directly relevant to dividend planning:
- Accrual-based recognition of overseas profits: Previously, Vietnamese companies with overseas investments were taxed on those profits when remitted to Vietnam. Under the new CIT Law, profits from foreign investments must be declared and taxed in Vietnam in the year they are earned — even if not yet repatriated.
- Capital transfer tax — 2% CIT on sale proceeds: From 15 December 2025, foreign corporate sellers of equity in Vietnamese companies are subject to 2% CIT on sale proceeds from both direct and indirect capital transfers. This is relevant for investors planning exits or restructuring alongside dividend strategy.
- New accounting standards for repatriation documentation: Audited financial statements submitted as part of the repatriation notification must now be prepared under Vietnamese Accounting Standards per Circular 99/2025/TT-BTC, effective for financial years beginning on or after 1 January 2026.
- Mandatory electronic filing: From March 2026, all tax declarations and notifications for FDI enterprises must be submitted electronically. The Circular 186 repatriation notification must be filed via the tax authority's online portal — paper submissions are no longer accepted.
What Are the Pre-Conditions for Repatriating Dividends?
Five conditions must all be satisfied before a foreign investor can remit dividends out of Vietnam:
- Positive retained earnings: The company must have positive retained earnings and no accumulated losses on its balance sheet — even if the current year is profitable.
- CIT finalization complete: All corporate income tax obligations must be settled. Outstanding tax penalties or incomplete filings will cause the tax authority to object.
- All financial obligations settled: The company must have settled all debts and financial obligations to the State.
- Valid IRC and ERC documentation: The Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) must be current and valid at the time of remittance.
- Audited financial statements: Prepared under Vietnamese Accounting Standards per Circular 99/2025/TT-BTC. Must accompany the repatriation notification.
How Do You Pay Dividends to Foreign Investors? Step by Step
The dividend repatriation process in Vietnam follows a structured sequence:
- Step 1: Verify eligibility: Confirm all five pre-conditions are met (positive retained earnings, no accumulated losses, CIT finalized, financial obligations settled, and valid IRC/ERC).
- Step 2: Prepare documentation: Compile audited financial statements, board resolution specifying dividend details, tax finalization certificate, and IRC/ERC copies.
- Step 3: Notify the tax authority: Submit a formal notification to the local tax authority using the prescribed Circular 186 template at least 7 working days before the intended remittance date. (Must be filed electronically from March 2026).
- Step 4: Prepare banking documents: During the 7-working-day notification period, liaise with your bank to prepare currency conversion documents and remittance forms per State Bank of Vietnam (SBV) procedures.
- Step 5: Remit via capital account: If no objection is received from the tax authority within 7 working days, proceed to the bank. Payments must be made through the appropriate account (DICA or IICA).
What Is the Role of DICA and IICA?
All dividend remittances to foreign investors must flow through a designated capital account:
- Direct Investment Capital Account (DICA): A foreign currency account opened by a foreign-invested enterprise (FIE) or foreign investor at a licensed bank in Vietnam. Used for direct investments (capital contributions, profit repatriation). One DICA per currency per licensed bank.
- Indirect Investment Capital Account (IICA): A VND account opened by a foreign investor for indirect investment activities (purchasing shares on the stock exchange). Dividends are remitted in VND to the IICA, after which the investor converts to foreign currency for repatriation.
What Are the Common Challenges?
Most difficulties in repatriating dividends from Vietnam fall into three categories:
- Tax issues: Outstanding tax penalties, incorrect declarations in prior years, or failure to file the notification electronically (post-March 2026) cause processing delays.
- Period / retained earnings issues: Accumulated losses from prior years block repatriation. Mid-year repatriation requests are generally rejected unless the company is terminating its investment.
- Banking and documentation issues: Using the wrong account type (DICA vs IICA) or failing to prepare currency conversion documentation in advance during the 7-day window.
Best Practices for Smooth Dividend Payments
- Maintain continuous CIT compliance to avoid filing delays.
- Monitor retained earnings quarterly to identify if accumulated losses might block year-end repatriation.
- Keep IRC and ERC current.
- Coordinate with your bank before the declaration to confirm DICA/IICA status.
- File the tax authority notification electronically.
- Prepare a compliance package in advance (audited financials, board resolution, tax finalization, IRC/ERC).
Secure the Right Dividend Repatriation Strategy
We help prepare and review the required financial documents, guide clients through each step of the tax notification process, and support timely compliance with banking requirements. With clear guidance and practical support, we help make the profit repatriation process secure and efficient from start to finish.
How Can We Help:
Ascentium Vietnam provides end-to-end support for foreign investors managing dividend declarations and profit repatriation in Vietnam:
- Tax Clearance: CIT finalization and tax compliance to ensure all obligations are cleared before repatriation.
- Financial Preparation: Preparation and review of audited financial statements under Circular 99/2025/TT-BTC.
- Documentation: Drafting board resolutions and compliance documentation packages for tax authority notifications.
- Banking Liaison: Coordination with banks on DICA/IICA documentation and currency conversion.
- Strategic Advisory: Advisory on the impact of CIT Law No. 67/2025/QH15 on your specific holding structure and dividend strategy.
Let us Help You Execute Your Dividend Repatriation Smoothly
Frequently Asked Questions