[Legal Brief] Payment and Fund Transfers in Merchandise Transit Trade: Key Considerations under Circular No. 43/2026/TT-NHNN
On 27 August 2026, the State Bank of Vietnam issued Circular No. 43/2026/TT-NHNN providing guidance on payment and fund transfers relating to merchandise transit trade, effective from 5 September 2026 (“Circular 43”). Circular 43 replaces Circular No. 02/2020/TT-NHNN on the same subject matter.
One notable aspect of Circular 43 is the introduction of more specific requirements for payment flows in merchandise transit trade. BFSC Law LLC highlights below several key points that traders should take into consideration.
1. Purchase and sale transactions must be settled through separate fund transfer transactions
Under Circular 43, payments and fund transfers relating to merchandise transit trade must be conducted through two separate fund transfer transactions, corresponding to two separate contracts:
- the contract for the purchase of goods; and
- the contract for the sale of goods.
Accordingly, a transit trader must separately carry out the outward payment for the purchase of goods and the receipt of proceeds from the sale of such goods.
Circular 43 does not provide an exception where the same goods are purchased from and sold to the same foreign trader. This means that the parties may not rely on a netting arrangement in respect of the difference between the purchase price and the sale price as a substitute for separate payment transactions.
This is a point that businesses engaging in frequent transit trade transactions with the same counterparties should take into particular consideration when structuring their payment arrangements and managing transaction flows.
2. No prescribed sequence between outward payments and the receipt of sale proceeds
Circular 43 allows an outward payment transaction to be conducted before or after the receipt of proceeds from the sale transaction.
This provides a certain degree of flexibility for traders in managing the cash flows of a transit trade transaction. However, the relevant transactions must still be supported by appropriate documentation and allow for the relationship between the purchase contract and the sale contract within the same transit trade transaction to be properly identified and monitored.
3. As a general rule, transactions relating to the same transit trade transaction must be conducted through the same authorised bank
Circular 43 requires payments and fund transfers relating to merchandise transit trade to be conducted through an authorised bank.
More specifically, a trader is required to conduct both the outward payment and the receipt of proceeds relating to the same transit trade transaction through the same authorised bank.
Only where such authorised bank is unable to provide international payment and fund transfer services may the trader conduct the relevant transactions through another bank.
For this purpose, the execution of a purchase contract and a sale contract relating to the same goods is considered to constitute the same transit trade transaction. This requirement may also apply where the trader conducts transit trade through the aggregation or consolidation of goods from different sources.
The above requirement indicates a more direct role of authorised banks in monitoring inward and outward fund flows associated with each transit trade transaction.
4. Foreign currency used for payment under goods purchase contracts
Under Circular 43, a transit trader may only use:
- foreign currency available in the trader’s payment account; and
- foreign currency purchased from an authorised bank,
for the purpose of paying for purchased goods.
Circular 43 also prohibits traders from using purchase contracts and sale contracts relating to the same transaction to purchase and sell foreign currency through multiple authorised banks.
Businesses should therefore establish an appropriate mechanism for managing transaction documentation and foreign currency requirements, particularly where multiple transit trade transactions are conducted simultaneously with different counterparties and banking institutions.
5. Key obligations of merchandise transit traders
Circular 43 requires traders, when purchasing foreign currency or conducting payments and fund transfers relating to merchandise transit trade, to:
- provide documents and supporting evidence as required by the authorised bank;
- assume legal responsibility for the accuracy and truthfulness of the documents and evidence provided;
- provide information on the source of funds received under the sale contract to enable the authorised bank to monitor and record outward and inward fund flows relating to the same transit trade transaction; and
- assume legal responsibility for the accuracy and truthfulness of the information provided to the authorised bank.
In practice, these requirements highlight the need for businesses to maintain adequate documentation demonstrating the relationship between the purchase contract, the sale contract and the corresponding payment transactions.
6. Enhanced verification and monitoring responsibilities of authorised banks
Circular 43 also imposes specific obligations on authorised banks when providing services relating to merchandise transit trade transactions.
Authorised banks are required to establish internal procedures, including procedures for reviewing both the purchase contract and the sale contract relating to the same transit trade transaction when processing outward remittances.
Banks are also required to monitor and record inward and outward foreign currency flows relating to the same transaction, review and retain documents and supporting evidence corresponding to the actual transactions, and comply with applicable regulations on anti-money laundering, counter-terrorism financing and counter-proliferation financing.
It can therefore be seen that the regulatory approach under Circular 43 goes beyond compliance with payment procedures alone and places particular emphasis on the traceability and consistency of fund flows with the underlying purchase and sale transactions.
Recommendations for merchandise transit traders
In light of the requirements introduced under Circular 43, businesses engaging in merchandise transit trade should consider reviewing their internal transaction and payment processes, particularly with respect to:
- the structure of purchase and sale contracts for each transit trade transaction;
- payment arrangements involving the same foreign counterparty;
- the use of bank accounts and authorised banks for transaction settlement;
- documentation evidencing the source and purpose of funds; and
- procedures for maintaining and reconciling documents relating to goods, contracts and payment flows.
Establishing clear documentation and payment procedures from the outset may help businesses manage their transactions more effectively, facilitate engagement with authorised banks and minimise potential compliance issues in connection with international fund transfers relating to merchandise transit trade.
Secretariat
BFSC Law LLC