On 31 March 2026, the Government issued Decree No. 103/2026/ND-CP on outbound investment (“Decree 103”), replacing the relevant provisions of Decree No. 31/2021/ND-CP (“Decree 31”).
In line with the spirit of the Law on Investment 2025, Decree 103 introduces a number of “unprecedented” provisions demonstrating a policy of encouraging and facilitating outbound investment activities, as follows:
1. Permitting implementation of investment projects without obtaining an Outbound Investment Registration Certificate (“IRC”)
The Law on Investment 2020 adopted the principle that all outbound investment projects (regardless of capital source or business sector) were required to obtain an IRC. The Law on Investment 2025 is more facilitative, allowing certain small-scale or special projects to be exempt from the IRC requirement, including:
a) Projects with outbound investment capital of less than VND 7 billion
Decree 103 provides that projects with outbound investment capital of less than VND 7 billion and not operating in conditional outbound investment sectors are exempt from the IRC procedure and only need to complete foreign exchange transaction registration procedures with the State Bank of Vietnam.
However, the threshold of VND 7 billion is not substantial and is far below market expectations. It appears suitable only for small-scale projects in trade and services sectors that do not require significant upfront capital.
b) Overseas investment projects related to national defense and security
Projects implemented under agreements between the Government of Vietnam and foreign governments in accordance with law.
c) Overseas investment projects of state-owned groups and corporations
Projects of state-owned economic groups and corporations included in the list of state-owned groups and corporations (8 groups/corporations listed in Appendix I of Decree No. 366/2025/ND-CP on management and investment of state capital in enterprises).
d) Large-scale enterprise investment projects satisfying all of the following conditions:
- Outbound investment capital of less than VND 1,600 billion and no proposal for special support mechanisms or policies;
- Use of self-owned foreign currency sources where capital is remitted in foreign currency, and no borrowed funds are used for outbound investment;
- Profitable business operations for two consecutive years immediately preceding the investment year, based on consolidated financial statements of the economic organization;
- Having at least two profitable outbound investment projects that have repatriated profits to Vietnam.
Although no IRC is required, investors should note the following procedures when implementing outbound investment:
(i) Declaration of project information
Investors must still declare project information, including capital structure (cash and assets), on the National Investment Information System in order to obtain an automatically generated dossier code before conducting foreign exchange registration procedures under foreign exchange laws.
This means that while licensing is no longer required, investors still need to complete an information declaration procedure and obtain a code from the licensing authority before proceeding with the State Bank.
(ii) Foreign exchange registration with the State Bank of Vietnam
Investors must carry out foreign exchange registration procedures with the State Bank of Vietnam.
Detailed procedures for such projects are still pending further guidance from the State Bank. However, Decree 103 allows the State Bank to seek opinions from relevant authorities during dossier review if deemed necessary.
This consultation mechanism largely depends on the discretion of the competent authority. Positively, it may help prevent abuse of the exemption regime for unlawful capital transfers abroad. Conversely, it may prolong procedures and create practical difficulties for investors.
(iii) Increase of capital triggering IRC requirement
Where a project originally exempt from the IRC requirement subsequently increases its investment capital such that it falls within the IRC-required category, the investor must apply for an IRC in accordance with regulations.
2. Limiting cases requiring amendment of the Outbound Investment Registration Certificate due to capital changes
In addition to retaining the provisions of the Law on Investment 2020 on cases where amendment of the IRC is mandatory (such as changes to investor, investment form, location, or principal objectives), for capital-related changes, Decree 103 only requires amendment where the event constitutes or results in an increase in investment capital.
Specifically, Decree 103 requires investors to amend the IRC in the following cases:
- Increase of outbound investment capital; or
- Use of overseas investment profits to increase investment capital.
Previously, under the Law on Investment 2020, any “change in investment capital,” or the use of profits to continue capital contribution before full registered capital contribution had been completed, required amendment of the IRC.
The new rules focus regulation on more substantive matters and give investors greater flexibility in managing and allocating capital in line with actual business operations.
In addition, for projects with outbound investment capital of VND 1,600 billion or more, or projects approved by the Prime Minister under special support mechanisms, no re-approval from the Prime Minister is required for the following adjustments:
(i) Change of investment location within the same host country or territory
(ii) First increase in outbound investment capital not exceeding 10% of the approved total capital and not changing the project’s principal objective
(iii) Reinvestment of profits generated by the overseas project back into the same project in accordance with law
(iv) Reduction of outbound investment capital for repatriation of capital to Vietnam
(v) Other adjustments that do not change the project’s principal objective or scale, or do not involve special support mechanisms/policies
3. Permitting investment structures involving establishment of overseas economic organizations through share swaps with domestic entities
Decree 103 allows Vietnamese investors to use shares, contributed capital, profits of overseas economic organizations, or their investment projects in Vietnam, to pay for or swap in exchange for shares, contributed capital, or investment projects of foreign economic organizations in accordance with law.
Under this structure, after completion of the swap transaction, the overseas economic organization may become the shareholder or capital owner of the domestic economic organization.
This departs significantly from the conventional logic of outbound investment, where the Vietnamese entity would normally hold shares or capital in the foreign entity. Accordingly, such structures were previously almost impossible to implement due to lack of legal basis and/or regulatory mechanisms.
However, Decree 103 also introduces conditions and principles to mitigate risks, including:
(i) Prior outbound investment procedures
Vietnamese investors must complete outbound investment procedures in accordance with law before carrying out the share swap transaction.
(ii) Market valuation and compliance safeguards
The swap transaction must be supported by documents determining transaction value on an arm’s length basis and must comply with regulations on tax, anti-money laundering, counter-terrorism financing, transfer pricing prevention, and other relevant laws.
(iii) Inbound investment procedures in Vietnam
Where the share swap results in a foreign investor acquiring shares, contributed capital, or an investment project in Vietnam, such foreign investor must complete investment procedures in Vietnam in accordance with investment, enterprise, and related laws.
(iv) General legal compliance
The swap transaction must comply with laws on investment, enterprises, competition, banking, and other relevant laws; must not create unlawful ownership or control relationships; and must not be used for transfer pricing, tax evasion, money laundering, or other illegal acts.
Decree 103 took effect on 3 April 2026.
For project dossiers submitted before the effective date but not yet granted an IRC, if such projects are exempt from the IRC requirement under Decree 103, investors are no longer required to continue the IRC application process.
In practice, the declaration function for projects exempt from the IRC has already been integrated into the National Investment Information System. Substantively, the declaration process is similar to the former IRC application process, and the competent authority still reviews the information before issuing the official project code.
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