EB-5 source of funds from business in Vietnam: a documentation guide for business owners

EB-5 source of funds from business in Vietnam is the most common form of proving source of funds for Vietnamese investors — people who own or co-own businesses that have operated for many years in the domestic market. It is also the most complex form of SOF because it requires tracing cash flows across many financial years, many transactions and many types of Vietnamese legal documents.

U.S. Citizenship and Immigration Services (USCIS) pays particular attention to the lawfulness of the funds as well as the transparency of the path of funds from business revenue to the EB-5 project’s escrow account. This article focuses on analysing the specific types of documents to prepare, how to organise the file and the points USCIS often questions in applications from Vietnamese business owners.

Core requirements of EB-5 source of funds for Vietnamese business owners

U.S. Citizenship and Immigration Services (USCIS)sets two core requirements for every source of funds filing in thevisa EB-5, wherever the funds come from:

• Lawful source: the investment capital must have a lawful origin — earned or obtained by means that do not violate the laws of any country
• Path of funds: the flow of money must be clearly traced from its origin to the final investment account

For source of funds from business in Vietnam, these two requirements are applied specifically by proving that:

• The business was established and operates lawfully under Vietnam’s Law on Enterprises
• The business has fully met its tax obligations over many financial years
• The business’s profits were distributed to shareholders/owners in accordance with regulations
• The investment amount was withdrawn from lawful profits and transferred to the investment account through lawful channels

An overview of the source of funds process is presented in a separate article onEB-5 source and path of funds (SOF and POF). This article focuses on the specific case of Vietnamese business owners.

Common business source of funds scenarios

Vietnamese business owners joining EB-5 usually fall into one of three business source of funds structures.

Scenario 1: After-tax profits distributed to the owner

This is the simplest and clearest scenario legally. The business generates profits, pays corporate income tax in full, and then distributes after-tax profits to shareholders or capital-contributing members in accordance with the company charter.

The documents required include:

• Audited financial statements for several years (usually 3–5 years)
• Corporate income tax returns and payment receipts
• Resolutions of the Members’ Council/General Meeting of Shareholders on profit distribution
• The owner’s personal income tax returns (tax on dividends)
• Bank statements showing the transfer of money from the business to the individual

Scenario 2: Selling the business or selling shares

This scenario applies when the investor sells all or part of their shares/capital contribution in the business to fund the EB-5 investment. It is a common route for business owners who have decided to settle in the United States and want to exit the Vietnamese market.

Additional documents for this scenario:

• A notarised share purchase/capital transfer agreement
• An independent business valuation report
• Payment records between the seller and the buyer
• Tax returns and payment receipts for the tax on the transfer of capital/shares
• Registration of the change of shareholders/members with the Department of Planning and Investment

Scenario 3: Salary and bonuses from an executive role

This scenario applies to investors who own the business and also run it, receiving regular salary and bonuses. The investment capital is accumulated from personal income over many years.

Documents required:

• The employment contract between the individual and the business
• Payroll records and monthly salary payment vouchers
• Annual personal income tax returns
• Savings books or savings accounts showing the accumulation
• Periodic statements showing growth in personal capital

In practice, many Vietnamese business owners have funds combined from all three scenarios — salary, bonuses and distributed after-tax profits. The SOF file needs to reflect this structure accurately rather than trying to simplify it.

Corporate legal documents to prepare

A Vietnamese business’s legal documents are the foundation for proving the funds are lawful. USCIS requires the following documents, complete and continuous, for the entire period during which the business generated the profits used for EB-5.

Business registration and charter

• The enterprise registration certificate (issued by the Department of Planning and Investment)
• All amended versions of the business registration (if any)
• The company charter and its annexes
• Licences for conditional business lines (if applicable)
• Investment licence (for foreign-invested enterprises)

Ownership structure

• The up-to-date register of members/shareholders
• The original capital contribution agreement
• Minutes of Members’ Council/General Meeting of Shareholders meetings
• Receipts for members’ capital contributions
• Evidence of the source of funds of other members/shareholders (for businesses with multiple owners)

Financial statements

• Independently audited financial statements for the last 3–5 years
• Balance sheets showing owners’ equity and undistributed profits
• Income statements
• Cash flow statements
• Notes to the financial statements

For large businesses, statements audited by reputable firms (the Big 4 or leading Vietnamese audit firms) significantly increase the file’s credibility with USCIS.

Tax records

• Annual corporate income tax finalisation returns
• Corporate income tax payment receipts
• Periodic value-added tax (VAT) returns
• Tax inspection decisions/reports (if any)
• Confirmation of fulfilment of tax obligations from the Tax Department

Complete and continuous tax records are key, because USCIS treats tax payments as important evidence that profits are lawful. Any gap or inconsistency in the tax records can lead to an RFE.

Path of funds: tracing the money

The path of funds is just as important as the SOF. USCIS requires not only proof of a lawful source of funds but also a clear trace of the money’s route from its starting point (business revenue) to its end point (the EB-5 investment account).

Step 1: From revenue to after-tax profit

Evidence required:

• Audited financial statements showing revenue
• Main business contracts (for the largest customers, accounting for ≥10% of revenue)
• Invoices and payment receipts
• Business bank account statements showing incoming cash flows
• VAT returns showing taxable revenue

Step 2: From after-tax profit to distribution to the owner

Evidence required:

• The Members’ Council/General Meeting of Shareholders resolution on profit distribution
• A detailed profit distribution calculation by ownership share
• Personal income tax returns on dividends
• Transfer orders from the business account to the personal account
• Personal account statements showing receipt of the money

Step 3: From the Vietnamese personal account to the investment account

This is the most important step because it involves Vietnam’s foreign exchange rules and the international transfer process.

Evidence required:

• The bank’s written confirmation of the international transfer
• The declaration for transferring money abroad under State Bank of Vietnam rules
• The investment agreement and supporting documents for the purpose of the transfer
• Statements of the receiving account in the United States (escrow account or NCE account)
• Wire confirmations from the sending and receiving banks

Vietnamese foreign exchange rules and EB-5

Vietnam’s foreign exchange rules are a specific factor USCIS often scrutinises in Vietnamese cases. Transferring 800,000 USD to 1,050,000 USD abroad for immigrant investment is a large transaction that must strictly comply with Vietnamese law.

Under the current rules of the State Bank of Vietnam, individuals may transfer money abroad for immigrant investment subject to specific conditions. The transaction is usually carried out in several tranches rather than all at once.

Common methods of transferring capital for EB-5 cases from Vietnam:

• Direct transfer: transferring through a bank licensed for foreign exchange transactions, with documents proving the purpose
• Transfer in several tranches: splitting the transaction within the limits permitted for individuals
• Transfer through relatives abroad: less common and complicated from an SOF perspective

Important: any transfer method must comply with Vietnamese law. USCIS pays close attention to compliance with foreign exchange law, because a violation may be treated as “unlawful” under the EB-5 definition, even if the origin of the money is lawful.

A warning about some risky methods: the use of informal transfer channels or “agents” in Vietnam has been flagged by USCIS in recent notices. A 2026 US government report warns that some informal money transfer channels from Vietnam may create legal risk and could lead to EB-5 petitions being denied.

The Matter of Izummi precedent and the requirement for a specific source of funds

Besides theMatter of Hoprecedent on the Business Plan,Matter of Izummiis the core EB-5 precedent on SOF. It establishes the principle that funds must be not only lawful but also specific and traceable.

Under Matter of Izummi, the specific requirements for SOF include:

• The capital must come from a specific source, not a general aggregate
• Every dollar of capital must be traceable to its original source
• The evidence must be complete at every step of the path of funds
• No “dark periods” in the flow of money — that is, no stage where the money cannot be traced

For Vietnamese business owners’ files, Matter of Izummi means the SOF cannot be presented in general terms such as “profits accumulated over many years”; it must be specific year by year: how much profit the business made each year, when it was distributed and into which account.

Common issues and how to resolve them

EB-5 source of funds files from business in Vietnam often run into some typical problems. Understanding them in advance helps business owners prepare better.

Issue 1: The business did not pay taxes in full in the past

This is a common issue for small and medium-sized Vietnamese businesses, especially in 2010–2015. If the business has filed supplementary declarations and paid back taxes, USCIS may accept the file. If not, it must be remedied before filing the I-526E.

Issue 2: Incomplete accounting records

Some businesses have internal accounting records that do not match their official books — common in 2008–2015. This makes EB-5 SOF very difficult because USCIS only accepts official audited books.

Solution: commission an independent audit from a reputable audit firm for the last 3–5 years, and prepare a historical explanation of any past discrepancies.

Issue 3: A sudden jump in profits in the most recent year

USCIS pays particular attention if a business’s profits jump sharply in the 1–2 years before the EB-5 filing. This may be seen as a sign of “window dressing” the file.

Solution: clearly explain the reasons for the growth (business expansion, major contracts, favourable market conditions) with specific evidence such as new contracts and supporting market reports.

Issue 4: Co-owners not participating in EB-5

In a business with multiple owners, only the person participating in EB-5 needs to prove their share of the profits. However, USCIS sometimes asks for information about the other co-owners to verify that the distribution ratios are reasonable.

Solution: prepare clear records of the ownership structure, the original capital contribution agreement and evidence of the other co-owners’ sources of funds (possibly only at a basic level).

Issue 5: Borrowing to fund the EB-5 investment

Some business owners borrow money (from banks or individuals) to have enough capital for the EB-5 investment. Under USCIS rules after the RIA, the loan must be:

• Secured by the investor’s personal assets
• Lawful, with a clear loan agreement
• Secured by collateral whose lawful origin is fully proven

Borrowing without personal collateral (unsecured) is not accepted by USCIS after the RIA.

Organising an EB-5 source of funds file from business

Organising the SOF file systematically makes it easier for USCIS to assess and reduces the risk of an RFE. An EB-5 file based on business in Vietnam usually contains 500–2,000 pages of documents.

A standard file structure is usually organised as follows:

• Tab 1: SOF Statement — a legal document prepared by the immigration lawyer summarising the source of funds
• Tab 2: Personal documents (passport, CV, statement of assets)
• Tab 3: Corporate legal documents (registration, charter, licences)
• Tab 4: Audited financial statements
• Tab 5: Tax records (corporate income tax, VAT, personal income tax)
• Tab 6: Profit distribution documents (resolutions, statements)
• Tab 7: Path of funds — evidence of transfers
• Tab 8: International transfer documents
• Tab 9: Evidence of the capital transfer into the EB-5 project

All Vietnamese-language documents must be accompanied by certified English translations. The translator must provide a statement of language competence and accuracy.

Conclusion

EB-5 source of funds from business in Vietnam is a complex process that requires thorough preparation, in-depth legal knowledge and the support of an immigration lawyer experienced with Vietnamese cases. The two core requirements — lawful source and path of funds — cannot be skipped or simplified.

For Vietnamese business owners, starting to prepare the SOF file 12–24 months before filing the I-526E is the practical recommendation. This allows time for an independent audit, fixing tax issues and preparing international transfer documents correctly. Combining a polished SOF file with the right EB-5 project is the foundation for a successful I-526E petition, taking investors to aUS permanent resident cardin the shortest possible time.