VIETNAM’S NEW OUTBOUND INVESTMENT RULES: WHAT INVESTORS NEED TO KNOW

Vietnam’s New Outbound Investment Rules: What Investors Need to Know

On 31 March 2026, the Vietnamese Government issued Decree 103/2026/ND-CP on outbound investment. The decree took effect on 3 April 2026 and replaces the previous rules under Decree 31/2021/ND-CP. It implements the Law on Investment 2025 and introduces a more risk-based system for Vietnamese companies investing abroad.

The changes matter for any Vietnamese enterprise planning overseas expansion, joint ventures, or acquisitions. Smaller projects face fewer paperwork hurdles. Larger or foreign invested companies face tighter checks on capital sources, profitability, and ongoing reporting. Understanding the new thresholds and conditions helps you plan timelines, structure deals, and avoid delays.

1. Smaller projects get a lighter touch

Under the old rules, every outbound project needed an Outbound Investment Registration Certificate (“OIRC”) from the Ministry of Finance (“MOF”), no matter the size. That created unnecessary cost and delay for pilot projects, small subsidiaries, or market-testing activities.

Decree 103 changes this. Projects with total investment capital below VND 7 billion (roughly US$270,000) that do not fall into conditional sectors are exempt from the OIRC.[1] Conditional sectors include banking, insurance, securities, press, broadcasting and television, and real estate business. Defense and security projects under intergovernmental agreements and certain state-owned corporation projects also qualify for exemption in specific cases.

Exempt projects still require two steps, including:

• declaring the project on the National Investment Information System to receive a project code, and
• completing foreign-exchange registration with the State Bank of Vietnam before sending capital abroad.[2]

If the project later grows past the VND 7 billion threshold, you must then apply for an OIRC.

Implication: Small and mid-sized Vietnamese companies can move faster on exploratory overseas activities. Prepare the National Investment Information System declaration and foreign-exchange paperwork early so capital transfers are not delayed.

• Large projects and special cases still need higher-level review

The old system required in-principle approval (“IPA”) from the National Assembly or the Prime Minister for many projects before an OIRC could be issued. Decree 103 removes that separate IPA step for most cases.

The MOF now issues the OIRC for projects between VND 7 billion and under VND 1,600 billion (about US$60 million), including those in conditional sectors. For projects of VND 1,600 billion or more, or projects seeking special policy or regulatory mechanisms, the MOF must first report to the Prime Minister for approval.

This threshold is double the previous level of VND 800 billion. The change reduces the number of projects that need the highest-level review and shortens overall processing time for many transactions.

Implication: For M&A deals or time-sensitive strategic investments, the streamlined path can help Vietnamese bidders compete more effectively. Map your project size and sector early to identify whether Prime Minister approval is required and build that step into your timeline.

• Extra conditions applied to foreign invested companies

Vietnamese companies with more than 50% charter capital owned by foreign investors will now face additional requirements:

• These companies must use equity capital for outbound investment, excluding capital already contributed to domestic investment projects.
• They must show profits for two consecutive years immediately before the registration year, proven by audited financial statements.
• When using additional capital contributions for the outbound investment, they must first obtain the OIRC, complete the capital increase and full contribution in Vietnam, and only then transfer funds abroad.[3]

These rules aim to limit risks of capital flight or thin capitalization. Companies that cannot meet the two-year profitability test or that rely on capital tied to domestic projects will face obstacles.

Implication: Foreign invested companies should review their audited results, capital structure, and retained earnings well before planning any outbound move. Align dividend policy and capital planning with these requirements to avoid last-minute blocks.

• Greater flexibility on share swaps, profit timing, and reporting

Decree 103 expands the share-swap (or asset-swap) mechanism. Vietnamese investors may now use shares, capital contributions, domestic projects, or profits from existing overseas entities to acquire shares, capital contributions, or projects abroad. The transaction must follow outbound investment procedures first. It needs market-based valuation documentation and must comply with tax, anti-money-laundering, transfer-pricing, and competition rules. If the deal results in a foreign investor acquiring an interest in Vietnam, that foreign investor must follow Vietnamese investment and enterprise procedures.[4]

Profit repatriation rules are more practical. Investors must bring profits back to Vietnam within 12 months from the date the profits are distributed (previously six months from tax finalization). A one-time extension of up to another 12 months is possible if the investor notifies the MOF and the State Bank of Vietnam in advance.

Reporting has been simplified from quarterly-plus-annual to semi-annual and annual. Pre-investment remittances before an OIRC or foreign-exchange confirmation are limited to 5% of total outbound capital or US$300,000, whichever is lower.

Amendments to an existing OIRC are now required only for increases in investment capital or the use of overseas profits to increase capital. Certain location or minor capital changes for large projects no longer need re-approval by the Prime Minister.

Implication: Share-swap structures can reduce the need for cash outflows and support more creative deal designs, but prepare arm’s-length valuation evidence and compliance checks in advance. The longer repatriation window gives more room to manage overseas cash and reinvestment. Update internal compliance calendars for the new reporting cycle and pre-investment limits.

• What investors should do next

Decree 103 aims for a more proportionate, risk-based approach for outbound investment mechanism. Low-risk, smaller projects move faster. Larger projects, conditional-sector investments, and foreign invested companies remain under closer scrutiny on capital sources, profitability, tax clearance, and post-licensing reporting.

Vietnamese companies with outbound investment plans should take the following actions:

• Assess your project against the VND 7 billion and VND 1,600 billion thresholds and sector lists.
• Check profitability history and capital sources if foreign ownership exceeds 50%.
• Document valuation and compliance carefully for any non-cash structures.
• Build the new reporting and repatriation timelines into your internal processes.

By Tran Anh Hung – Managing Partner

Tran Hai Nam – Senior Associate

Disclaimer: This article is for informational purposes only and is not legal advice. Rules can involve case-specific interpretation. If you would like to know how Decree 103 applies to a particular outbound project or structure, please reach out for legal advice.

[1] Decree 103/2026/ND-CP, Article 18.1.

[2] Decree 103/2026/ND-CP, Article 18.5.

[3] Decree 103/2026/ND-CP, Article 15.5.

[4] Decree 103/2026/ND-CP, Article 6.4.