Procedures for overseas investment according to Decree 103/2026/ND-CP

On March 31, 2026, the Government issued Decree No. 103/2026/ND-CP Regulations on overseas investment. The Decree consists of 5 chapters and 45 articles, and is effective from... April 3, 2026 and replaces the entirety of Chapter VI of Decree 31/2021/ND-CP.

This is the first guidance document for overseas investment activities since... Investment Law 2025 (Law No. 143/2025/QH15) Effective March 1, 2026. For Vietnamese businesses planning to open subsidiaries, acquire projects, or invest in Laos, Cambodia, Singapore, the United States, or any other market, all procedures for investing abroad Significant changes have occurred – from licensing authority and capital thresholds to the obligation to repatriate profits.

This article provides a comprehensive summary of the requirements, documents, and procedures according to the latest regulations.

The current legal framework for overseas investment

It is necessary to clearly distinguish between: investment activities from Vietnam to abroad Applying Decree 103/2026/ND-CP, investment activities are still ongoing. of foreign investors in Vietnam apply Decree 96/2026/ND-CP. The two decrees, issued on March 31, 2026, regulate two opposing directions of capital flow.

Note the scope: Decree 103/2026/ND-CP Are not Adjust the following two groups of activities:

• Investing abroad in the form of buying and selling securities, other valuable papers, or investing through securities investment funds or intermediary financial institutions abroad (Clause d, Point 1, Article 39 of the Investment Law).
• Overseas investment in the oil and gas sector (subject to separate specialized regulations).

Five new points businesses need to understand.

The Ministry of Finance is the licensing authority.

Authority to issue, amend, and terminate the validity of Certificates of Registration for Overseas Investment (abbreviated: Certificate of Investment Registration for Overseas Travel) now belongs Ministry of Finance, replacing the former Ministry of Planning and Investment.

Note the distinction from Investment Registration Certificate (IRC) These are two completely different types of documents issued to foreign investors investing in Vietnam, differing in issuing authority, conditions, and required documents, despite their easily confusing names.

The 7 billion VND threshold – the boundary that requires or does not require a permit.

The project involves foreign investment. under 7 billion VND and not belonging to sectors or professions subject to conditional overseas investment. No need to apply for a Certificate of Registration for overseas travel.. Investors only need to complete the foreign exchange transaction registration procedures in accordance with foreign exchange management laws.

Eliminate the policy approval procedure and replace it with a reporting mechanism to the Prime Minister at the 1,600 billion VND threshold.

For projects with foreign investment capital from 1,600 billion VND or more Or, for projects proposing the application of special support mechanisms and policies, the Ministry of Finance must report to the Prime Minister for approval before issuing or adjusting the certificate.

More importantly: since the project has been approved by the Prime Minister, no need to report back when adjustments fall under one of the following cases:

• Changing the investment location within the same country or territory receiving the investment;
• The first increase in overseas investment capital must not exceed 10% of the total approved capital and must not change the main objective of the project;
• Use the profits earned from the overseas project to reinvest in that same project;
• Reduce outward investment to repatriate capital;
• Other adjustments that do not alter the main objectives, project scope, or fall under the category requiring special support mechanisms.

This change directly removes obstacles for large businesses that previously had to go back through the policy approval process for even a minor adjustment. This mechanism is similar to the simplification spirit currently being applied to Procedures for amending investment certificates domestic.

The project code is standardized to 9 digits.

According to Article 9 of Decree 103/2026/ND-CP, the code for overseas investment projects is a sequence of numbers including 9 digitsThe first four digits represent the year the certificate was issued, and the following five digits increase sequentially from 00001. The code is automatically generated by the National Investment Information System, is unique, remains unchanged throughout the project's lifespan, and will not be reissued to another project.

The deadline for repatriating profits has been extended to 12 months.

The old regulations required profits to be repatriated within 6 months from the date of the final settlement report. Article 34 of Decree 103/2026/ND-CP has been amended to... 12 months from the date of profit distribution – It's both longer and shifts the starting point to a clearer, more verifiable point in time. Details of the 5 new points are further analyzed at [link]. Vietnam Law.

Conditions for investing abroad

Investors must simultaneously meet four conditions:

1. In accordance with the principles in Article 38 of the Investment Law Regarding overseas investment activities.
2. Not belonging to sectors or professions prohibited from overseas investment. (Article 40 of the Investment Law) and meeting the conditions for conditional overseas investment sectors (Article 11 of Decree 103/2026/ND-CP).
3. There is a decision to invest abroad. According to Article 14 of Decree 103/2026/ND-CP.
4. There is a document from the tax authority confirming that the tax payment obligations have been fulfilled. Confirmation time not exceeding 3 months as of the date of submission of the investment project application.

Additional conditions apply when foreign investors hold more than 50% of the charter capital.

This group of businesses must meet three additional conditions:

• Funding source: Using equity capital to invest abroad., not included Capital contribution for carrying out investment activities in Vietnam.
• Business performance: profitable 02 consecutive years The year immediately preceding the year of registration for overseas investment, as determined by the audited financial statements (if any).
• Procedure for using additional capital contributions: You must apply for a Certificate of Registration for Overseas Residence. before, Only then should the procedures for increasing capital and contributing the full registered capital in Vietnam be carried out, before transferring capital abroad. Doing it in reverse order is an error that will result in the application being rejected.

Cases where a certificate of registration for overseas investment is not required.

According to Article 18 of Decree 103/2026/ND-CP, investors only need to register foreign exchange transactions and are not required to apply for a Certificate of Investment Registration Abroad for projects falling under one of the following cases:

1. Overseas investment capital is less than 7 billion VND. and does not fall under the sectors or professions subject to conditional overseas investment as stipulated in Clause 1, Article 41 of the Investment Law.
2. Projects related to national defense and security are implemented according to agreements between the Government of Vietnam and foreign governments (Clause b, Point 3, Article 42 of the Investment Law).
3. Projects of state-owned corporations and companies listed in Appendix I of Decree 366/2025/ND-CP dated December 31, 2025.
4. This project does not require reporting to the Prime Minister. other economic organizations (Clause c, Point 3, Article 42 of the Investment Law), when all 4 conditions are met:
   • As a large-scale enterprise according to Decree 90/2025/ND-CP;
   • Use your own foreign currency reserves when transferring funds in foreign currency and not using borrowed capital to invest abroad;
   • The business has been profitable for two consecutive years immediately preceding the investment year (according to consolidated financial statements);
   • It's available at least 2 projects Profits from overseas investments are repatriated to the home country.

Application for a certificate of registration for overseas investment

To obtain a Certificate of Registration for Overseas Investment, investors need to prepare a complete dossier in accordance with current legal regulations. The dossier components may vary depending on the investor's status, the form and sector of investment, as well as the characteristics of the overseas project. Specifically, the dossier includes the following documents:

Processing procedures and timeframes

This project does not require reporting to the Prime Minister.

Step 1. Investors declare information in the application form. National Investment Information System, Simultaneously, submit one original set of documents along with an electronic copy to the Ministry of Finance. The application will be accepted only if it contains all the required documents and in the specified quantity.

Step 2 – Gather feedback (if applicable):

• The project involves foreign investment. from 25 billion VND or moreThe Ministry of Finance sought the opinion of the foreign exchange management agency under the State Bank of Vietnam. The State Bank of Vietnam responded in... 7 working days Regarding the situation of capital transferred abroad before being licensed, meeting the conditions for money transfer, issues of borrowing, lending, and guarantees for economic organizations abroad.
• The project belongs to conditional industries and professionsThe Ministry of Finance is seeking opinions from relevant agencies; the deadline for a response is set. 7 working days.
• The file contains information that needs clarification: The Ministry of Finance notified the investor in 05 working days from the date of receipt of a valid application.

Step 3. In 15 working days From the date of receiving a valid application, the Ministry of Finance issues the Certificate of Registration for Overseas Investment and sends copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committee of the province where the investor's head office is located, the tax authority, and the representative agency of the owner (if any).

If the application is invalid or does not meet the requirements, the Ministry of Finance will issue a written rejection stating the reasons. The full procedure is posted at [link]. Government Electronic Newspaper.

Note: Issuing Certificates of Investment Registration Abroad not replaceable The approval of overseas lending activities or guarantees for loans to foreign economic organizations are two independent procedures under foreign exchange management law.

The project is subject to reporting to the Prime Minister (Article 20).

The Ministry of Finance's report to the Prime Minister includes: the legal status of the investor; fulfillment of the conditions for granting the certificate; overseas investment capital, sources of capital, and the financial capacity of the investor.

If the Prime Minister does not approve, the Ministry of Finance will notify the refusal and state the reasons clearly. 3 working days.

Obligations after receiving the certificate

Repatriating profits

According to Article 34 of Decree 103/2026/ND-CP (guiding Article 43 of the 2025 Investment Law):

• Investors must transfer entire Profits and other income derived from overseas investment activities repatriated to Vietnam in Vietnam 12 months from the date the profits are distributed, except in cases where profits are retained according to Article 33.
• If the transfer is not completed within the above timeframe, the investor must advance written notice. The deadline has been extended. not more than 12 months from the expiration date.
• If the transfer is not transferred within the deadline and no notification is given, or if the extended deadline is still not passed, the investor will be penalized. administrative penalties.

Swap obligations for shared profits.

This is a new mechanism. Investors can swap obligations arising abroad with partners operating in Vietnam by using their shared profits, provided they meet the following conditions:

• Reports have been submitted to the State Bank of Vietnam and the Ministry of Finance;
• Comply with regulations on foreign exchange management, investment, and related laws;
• Fulfill all tax obligations arising in Vietnam related to the swap transaction, including the tax obligations of the investor and the foreign partner (if any);
• Do not use swap transactions to evade taxes, avoid taxes, or violate tax, foreign exchange, and related laws.

Periodic reporting system

Overseas investment projects must comply with regulations regarding reporting on implementation progress. Businesses that also have projects in Vietnam should be aware of these obligations. investment monitoring report This is a separate obligation and does not replace reporting on overseas investments.

Four mistakes that cause overseas investment applications to be rejected.

First, confirm that the tax is overdue by 3 months. This is the most common mistake. Businesses apply for confirmation early, spend months preparing the documents, and by the time they submit them, the document has already expired.

Secondly, the order of capital increase was incorrect. Businesses with foreign investors holding more than 50% of their charter capital must increase their capital in Vietnam before applying for a certificate. This regulation requires... oppositeFirst, obtain the certificate, increase capital and contribute the full amount later, and only then transfer the capital abroad.

Thirdly, there is confusion between investment licensing and foreign exchange approval. The Certificate of Investment Registration for overseas operations does not automatically authorize lending or guarantees to overseas subsidiaries. Separate procedures with the State Bank of Vietnam are required.

Fourth, neglecting reporting obligations and transferring profits after licensing. Many businesses view obtaining certification as the end of the process, while compliance obligations extend throughout the project's lifecycle and are subject to administrative penalties.

Conclude

The difficulty in processing overseas investment applications lies not in the sheer number of documents, but in the need for coordinated efforts across three levels: the investment registration authority (Ministry of Finance), the foreign exchange management authority (State Bank of Vietnam), and the tax authority – all while complying with the laws of the host country.

MAN – Master Accountant Network, with over 30 years of experience supporting domestic and FDI businesses, provides:

• Review the conditions for overseas investment and determine which category the project falls under (exempt from procedures, standard approval, or requiring reporting to the Prime Minister);
• Drafting investment decisions, registration documents, and all relevant paperwork in accordance with Decree 103/2026/ND-CP;
• Processing tax obligation confirmation within a 3-month validity period;
• Representatives worked with the Ministry of Finance, the State Bank of Vietnam, and other agencies to gather feedback.;
• Post-licensing compliance consulting: reporting requirements, profit repatriation, certificate adjustments.

Frequently Asked Questions about Overseas Investment Procedures

Do I need permission to invest less than 7 billion VND overseas?

It is not necessary to apply for a Certificate of Investment Registration for overseas investment, provided the project does not fall under the category of industries or professions subject to conditional overseas investment. Investors are still required to register foreign exchange transactions in accordance with foreign exchange management laws.

Which agency issues certificates for overseas investment registration?

The Ministry of Finance. For projects worth VND 1,600 billion or more, or proposals for special support mechanisms, the Ministry of Finance must report to the Prime Minister for approval before granting funding.

How long does it take to issue the certificate?

For a regular project, the processing time is 15 working days from the date of receipt of a valid application. For projects requiring reporting to the Prime Minister, the total time according to the procedure in Article 20 is significantly longer due to the need to go through the steps of obtaining opinions and submitting for approval.

Can Vietnamese individuals invest abroad?

Yes. Decree 103/2026/ND-CP applies to investors in general, including individuals. The application requires documentation regarding legal status and confirmation of fulfillment of relevant tax obligations.

What happens if the profits aren't repatriated on time?

If the transfer cannot be completed, prior written notification is required, and an extension of up to 12 months may be granted. Failure to notify or exceeding the extended deadline will result in administrative penalties.

Does the oil and gas project apply Decree 103/2026/ND-CP?

No. Overseas investment activities in the oil and gas sector are outside the scope of this Decree. The full text of the Decree can be found at [link]. Law Library.