Decree 103/2026/ND-CP providing for offshore investment

DECREE

On outward investment¹

Pursuant to Law No. 63/2025/QH15 on Organisation of the Government;

Pursuant to Law No. 143/2025/QH15 on Investment;

Pursuant to the June 17, 2020 Law on Enterprises, which has a number of articles amended and supplemented under Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to June 14, 2025 Law No. 68/2025/QH15 on Management and Investment of State Capital in Enterprises;

At the proposal of the Minister of Finance;

The Government promulgates the Decree on outward investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Decree details Articles 41, 42, 43, 48 and 52 of the Law on Investment, and provides measures to organise and guide the implementation of the Law on Investment regarding outward investment activities for business purposes, outward investment procedures, and state management of outward investment activities.

2. This Decree does not regulate:

a/ Outward investment activities in the form of purchase and sale of securities or other valuable papers, or through securities investment funds or other intermediary financial institutions abroad as specified in Point d, Clause 1, Article 39 of the Law on Investment;

b/ Outward investment activities in the field of oil and gas.

Article 2. Subjects of application

This Decree applies to investors, competent state agencies, and organisations and individuals related to outward investment activities.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Outward investment registration certificate means a paper document or an electronic document acknowledging an investor’s registration information on outward investment activities.

2. Investor means an organisation or individual that carries out outward investment activities.

3. Valid copy means a copy issued from the master register or a copy certified from the original by a competent agency or organisation, or from a national database in case the primary-source information is stored in the national databases on population, enterprise registration and investment.

4. Original dossier set means a dossier set for performance of outward investment procedures, comprising papers that are primary-source documents, originals or valid copies, except foreign-language documents and Vietnamese translations thereof.

5. Valid dossier means a dossier comprising all component documents specified in this Decree, with their contents fully declared in accordance with law.

6. Dossier for performance of outward investment procedures means a dossier prepared by an investor for performance of procedures for issuance or modification of an outward investment registration certificate and other relevant procedures for carrying out investment activities in accordance with the Law on Investment and this Decree.

7. Procedures for registration of foreign exchange transactions means the registration by an investor with the State Bank of Vietnam for conducting foreign exchange transactions related to outward investment activities in accordance with the law on foreign exchange management.

8. Document on the legal status of an investor means a valid copy of the personal identification paper or paper certifying the establishment and operation of an economic organisation, or information with equivalent legal validity that may be obtained from a database, which may be:

a/ Personal identification number, for Vietnamese citizens;

b/ A valid copy of a valid passport or another personal identification paper, for foreign nationals;

c/ Enterprise identification number, for enterprises established in Vietnam;

d/ A valid copy of the enterprise registration certificate, establishment certificate, establishment decision or another document of equivalent legal validity, for organisations other than those specified in Point c of this Clause.

9. Self-acquired foreign currency means a lawful foreign currency amount of an investor, which is neither a foreign currency amount purchased from a credit institution or foreign bank branch licensed to provide foreign exchange services in Vietnam nor a borrowed capital amount.

Article 4. Language used in outward investment dossiers

1. Dossiers of investment projects, documents and reports to be submitted to Vietnamese state agencies shall be made in Vietnamese.

2. If an investment project dossier contains foreign-language documents, such documents shall be accompanied by their Vietnamese translations.

3. If papers and documents in a dossier for performance of investment procedures are made in both Vietnamese and a foreign language, the Vietnamese version shall be used for performance of investment procedures.

4. An investor shall be held responsible in case there is a discrepancy between the translation/copy and the original and in case there is a discrepancy between the Vietnamese version and the foreign-language version.

Article 5. Investors carrying out outward investment activities

1. Enterprises established and operating in accordance with the Law on Enterprises and the Law on Investment.

2. Cooperatives and unions of cooperatives established and operating in accordance with the Law on Cooperatives.

3. Credit institutions established and operating in accordance with the Law on Credit Institutions.

4. Business households registered in accordance with Vietnam’s law.

5. Individuals holding the Vietnamese nationality, except the case specified in Clause 2, Article 17 of the Law on Enterprises.

6. Other organisations conducting business investment activities in accordance with Vietnam’s law.

Article 6. Outward investment capital

1. Outward investment capital sources include money and other lawful assets of an investor, including equity, capital borrowed in Vietnam and transferred abroad, and profits earned from outward investment projects and retained to carry out investment activities abroad.

2. Money and other lawful assets referred to in Clause 1 of this Article include:

a/ Foreign-currency amounts on accounts at licensed credit institutions or purchased from licensed credit institutions in accordance with law;

b/ Vietnam-dong amounts as specified by Vietnam’s law on foreign exchange management;

c/ Machinery, equipment, supplies, raw materials, fuels, finished goods and semi-finished goods;

d/ Value of intellectual property rights, technologies and property rights;

dd/ Shares, capital contributions or projects of investors that are swapped at economic organisations in Vietnam and economic organisations abroad as specified in Clause 4 of this Article;

e/ Other lawful assets as specified by the civil law.

3. Outward investment capital shall be used for contribution of capital or provision of loans to overseas economic organisations, payment for shares or capital contributions, and performance of the guarantee obligation (if any) in order to carry out outward investment activities in the forms specified in Points a, b, c and dd, Clause 1, Article 39 of the Law on Investment. Capital amounts already transferred abroad shall, when recovered and remitted back to Vietnam, neither be included in the capital amounts already transferred abroad nor be included in the outward investment capital limits stated in outward investment registration certificates. Capital amounts recovered and remitted back to Vietnam as specified in this Clause shall be determined on the basis of dossiers and documents provided by investors and information on foreign exchange transactions managed by the State Bank of Vietnam. Investors shall provide proof of capital amounts already transferred abroad and recovered in accordance with regulations of the State Bank of Vietnam.

4. Vietnamese investors may use shares, capital contributions, and profits of economic organisations abroad or their investment projects in Vietnam to pay or swap for amounts paid for the purchase of shares, capital contributions or investment projects of overseas economic organisations in accordance with law. The implementation of transactions specified in this Clause must adhere to the following principles:

a/ Vietnamese investors shall carry out outward investment procedures in accordance with law before conducting swap transactions;

b/ Swap transactions shall be accompanied by documents on determination of the transaction value in adherence to market principles, ensuring compliance with the laws on tax, anti-money laundering, counter-terrorism financing and anti-transfer pricing, and other relevant laws;

c/ In case swap transactions result in foreign investors acquiring shares, capital contributions or investment projects in Vietnam, such foreign investors shall carry out investment procedures in Vietnam in accordance with the laws on investment and enterprises and other relevant laws;

d/ The implementation of swap transactions must comply with the laws on investment, enterprises, competition and banking and other relevant laws; must not give rise to ownership or control relationships in contravention of law or must refrain from being abused for the commission of transfer pricing, tax evasion, money laundering or other illegal acts.

5. An equivalent outward investment capital amount in Vietnam dong stated in an investment registration document shall be calculated according to the exchange rate applied by a credit institution licensed to provide foreign exchange services in Vietnam at the time of preparation of the project dossier.

6. An outward investment capital amount in Vietnam dong used as a basis for determining whether a project is subject to issuance of an outward investment registration certificate, and the competence to approve projects shall be determined by dossier-receiving agencies that perform outward investment procedures according to the exchange rate applied by the credit institution specified in Clause 5 of this Article at the time of dossier submission.

Article 7. Receipt of dossiers and settlement of procedures related to outward investment activities

1. Receipt of a dossier and settlement of procedures related to outward investment activities of an investor:

a/ The investor shall take responsibility before law for the legality, accuracy and truthfulness of the contents of the dossier and documents submitted to the competent state agency;

b/ The dossier-receiving agency shall examine the validity of the dossier and may not request the investor to additionally submit documents other than those required for a dossier in accordance with the Law on Investment and this Decree;

c/ If requesting modification or supplementation of the dossier, the dossier-receiving agency shall send to the investor a notice of all contents that need to be modified or supplemented. The notice must clearly state grounds for and contents of the modification or supplementation. The investor shall modify or supplement the dossier within 2 months after receiving the request for dossier modification or supplementation. If the investor fails to modify or supplement the dossier within the above time limit while submitting no written request for extension of the time limit for dossier modification or supplementation, the agency performing investment procedures or foreign exchange procedures shall consider ceasing the processing of the dossier and notify such in writing to the investor;

d/ The time for modification or supplementation of the dossier or for explanation by the investor regarding relevant contents in the dossier and the time for handling administrative violations in the field of investment (if any) shall not be included in the time for settlement of procedures as specified by the Law on Investment and this Decree;

dd/ In case of refusal to issue or modify an outward investment registration certificate or other administrative documents in accordance with the Law on Investment and this Decree, the Ministry of Finance shall notify such in writing to the investor, clearly stating the reason.

2. When performing outward investment-related administrative procedures in accordance with the Law on Investment and this Decree, an investor shall submit an electronic version of the dossier according to the following provisions:

a/ The electronic version of the dossier is as legally valid as the paper dossier submitted to the Ministry of Finance;

b/ The investor shall take responsibility for the accuracy, consistency and completeness of the paper dossier and the electronic dossier submitted to the Ministry of Finance. In case there is a discrepancy between the paper dossier and the electronic dossier, the paper dossier shall be used;

c/ The Ministry of Finance shall publicise the address, and form of receipt of the electronic dossier, of the investors on the National Investment Portal and its Portal.

3. Investors may submit dossiers by hand-delivery, online or by post for settlement of administrative procedures as suitable to the form of receipt of such administrative procedures.

In case the national information systems on investment satisfy the operation requirements in the performance of outward investment procedures, investors may submit dossiers online, for projects not subject to reporting to the Prime Minister for approval.

4. Consultation among state agencies in the course of processing dossiers for performance of outward investment procedures:

a/ The consulting agency shall determine contents put for consultation in conformity with the functions and tasks of the consulted agency, and the time limit for reply in accordance with the Law on Investment and this Decree;

b/ Within the time limit specified in Point a of this Clause, the consulted agency shall give its opinions and take responsibility therefor within the ambit of its functions and tasks; past this time limit, if failing to give its opinions, the consulted agency shall be deemed having agreed with the contents falling within its management scope.

5. Competent agencies and persons shall only take responsibility for contents assigned to them for acceptance, appraisal or approval or for settlement of other procedures related to outward investment activities in accordance with the Law on Investment and this Decree; but not for contents previously accepted, appraised, approved or settled by other competent agencies or persons.

Article 8. Disposal of falsified dossiers

1. When it is determined by a competent agency, organisation or person as defined by law that a dossier for performance of outward investment procedures contains falsified contents, the dossier-receiving agency shall notify in writing the concerned investor of the violation.

2. Within 15 working days after being notified of the violation, the investor shall submit a report with explanations and clarifications about the dossier.

3. Disposal of falsified dossiers:

a/ In case of detecting falsified contents during dossier processing, the dossier-receiving agency shall cease the processing of the dossier; in case the investor fails to provide an explanation or provides an unsatisfactory explanation, the dossier-receiving agency shall refuse to process the dossier and notify such in writing to the investor, and dispose of the dossier in accordance with relevant regulations;

b/ In case of detecting falsified contents after the issuance of the outward investment registration certificate or a relevant document, the dossier-receiving agency shall revoke, or send a report thereon to the competent agency or person for considering the revocation of, the whole or part of the outward investment registration certificate and or the relevant document issued on the basis of falsified information.

4. The dossier-receiving agency shall restore documents and papers issued on the basis of the latest valid dossier, and shall dispose of the dossier or send a report thereon to the competent agency or person for disposal in accordance with law.

5. Investors shall take responsibility in accordance with law for all damage caused by their acts of falsifying contents of dossiers or documents.

Article 9. Outward investment project codes

1. An investment project code is a 9-digit sequence that is automatically generated by the National Information System on Outward Investment and stated in the outward investment registration certificate. This code is formed on the principle that the first 4 digits denote the year of issuance of the outward investment registration certificate, and the next 5 digits are assigned in an ascending order starting from 00001.

2. A unique code shall be issued for each investment project, which remains unchanged throughout the operation of the project and may not be issued to another project.

3. State management agencies shall uniformly use investment project codes to manage, and exchange information on, investment projects.

4. For an investment project implemented under an investment licence, outward investment certificate or another paper of equivalent validity, the investment project code is the number of the investment licence, outward investment certificate or another paper of equivalent validity issued for the investment project.

5. For a project not subject to issuance of an investment registration certificate, the project code is the dossier declaration code automatically generated on the national information systems on investment as specified in Clause 5, Article 18 of this Decree. In case the national information systems on investment encounter an error, making it impossible to automatically issue the dossier declaration code, the investor shall submit a written request for issuance of a dossier declaration code to the Ministry of Finance’s agency authorised to issue and modify outward investment registration certificates for issuance of a dossier declaration code.

Article 10. Outward investment by state enterprises

1. For an enterprise in which the State holds 100% of charter capital:

a/ The Members’ Council or the Company President shall decide on investment, for projects each with an outward investment capital amount not exceeding 50% of equity, or not exceeding 50% of the owner’s investment capital in case equity is lower than the owner’s investment capital which, however, must not exceed VND 1.6 trillion. Equity and the owner’s investment capital shall be determined based on the enterprise’s quarterly or annual separate financial statement which is closest to the time of making investment decision;

b/ In case an investment project’s outward investment capital amount exceeds the level specified in Point a of this Clause, the Members’ Council or the Company President shall decide on investment after reporting thereon to the owner’s representative agency for consideration and written approval of the objectives, level and sources of outward investment capital, and duration of the project.

2. Outward investment by enterprises in which the State holds between over 50% and under 100% of charter capital must comply with the law on management and investment of state capital in enterprises.

Article 11. Sectors and trades subject to conditional outward investment

1. For the sectors of banking, insurance and securities referred to in Points a, b and c, Clause 1, Article 41 of the Law on Investment, investors must satisfy the law-specified conditions in such sectors and obtain written approval from competent agencies.

2. For the sector of press, broadcasting and television referred to in Point d, Clause 1, Article 41 of the Law on Investment, investors must be organisations licensed to carry out press, broadcasting or television activities in Vietnam and must obtain written consent from the Ministry of Culture, Sports and Tourism.

3. For the sector of real estate business referred to in Point dd, Clause 1, Article 41 of the Law on Investment, investors must be enterprises established in accordance with the Law on Enterprises.

Article 12. Documents for determining locations of investment projects abroad

1. Documents for determining locations of investment projects are required for:

a/ Projects subject to consideration and approval by the Prime Minister prior to the issuance or modification of outward investment registration certificates as specified in Clause 2, Article 42 of the Law on Investment;

b/ Energy projects;

c/ Livestock production, crop production, afforestation and aquaculture projects;

d/ Projects on survey, exploration, exploitation and processing of minerals;

dd/ Projects involving the construction of factories or production, processing or manufacturing facilities;

e/ Investment projects on construction of works or infrastructure facilities; investment projects on real estate business, except real estate brokerage services, real estate exchanges, real estate consultancy and real estate management.

2. A document for determining the location of a project is one of the following papers that contains information on location determination:

a/ The investment licence or document of equivalent legal validity issued by the host country or territory;

b/ The land allocation or land lease decision issued by the competent authority of the host country or territory;

c/ The bid-winning or piecework contract; the land allocation or land lease contract; or the business investment cooperation contract accompanied by documents proving the competence of the stakeholders regarding the location;

d/ The in-principle agreement on land allocation, land lease, lease of business premises, or transfer of land use rights or land-attached assets; or the business investment cooperation agreement accompanied by documents proving the competence of the stakeholders regarding the location.

Article 13. Documents for determining forms of outward investment

1. For outward investment in the form of overseas contract as specified in Point b, Clause 1, Article 39 of the Law on Investment, the investor shall submit the agreement or contract on investment with the foreign partner or another document of equivalent legal validity, accompanied by the document on the legal status of the foreign partner.

2. For outward investment in the form of contribution of capital, or purchase of shares or purchase of capital contributions of an overseas economic organisation in order to participate in the management of such economic organisation, the investor shall submit:

a/ The agreement, contract or another document evidencing the contribution of capital or the purchase of shares or purchase of capital contributions;

b/ The document proving the investor’s participation in the management of the overseas economic organisation, in case the investor’s holding rate is lower than 50%;

c/ The document on the legal status of the overseas economic organisation or shareholders of such economic organisation in which the investor contributes capital or purchases shares or capital contributions.

3. For outward investment in other forms as specified by the laws of the host countries or territories under Point dd, Clause 1, Article 39 of the Law on Investment, investors shall submit documents showing such forms of investment in accordance with the laws of the host countries or territories.

Article 14. Making decision on outward investment

1. The making of decision on outward investment by state enterprises must comply with Article 10 of this Decree.

2. For investors who are individuals or business households, the decision on outward investment may be replaced by a valid document on outward investment registration.

3. Outward investment activities not falling into the cases specified in Clauses 1 and 2 of this Article shall be decided by investors in accordance with the Law on Enterprises.

4. Investors, agencies, organisations and individuals that decide on outward investment under Clauses 1, 2 and 3 of this Article shall take responsibility for their decision.

Chapter II

PROCEDURES FOR ISSUANCE, MODIFICATION, INVALIDATION, RE-ISSUANCE AND CORRECTION OF OUTWARD INVESTMENT REGISTRATION CERTIFICATES

Article 15. Conditions for making outward investment

1. Outward investment activities must adhere to the principles specified in Article 38 of the Law on Investment.

2. Outward investment activities do not fall into sectors and trades banned from outward investment as specified in Article 40 of the Law on Investment and must satisfy the conditions on outward investment applicable to sectors and trades subject to conditional outward investment as specified in Article 11 of this Decree.

3. Investors must obtain a decision on outward investment as specified in Article 14 of this Decree.

4. An investor must obtain the tax agency’s letter of certification of the fulfilment of the investor’s tax liability, provided this letter of certification is issued within 3 months by the date of submission of the investment project dossier.

5. An economic organisation in which foreign investors hold more than 50% of charter capital, in addition to the conditions specified in Clauses 1, 2, 3 and 4 of this Article, must satisfy the following conditions:

a/ Using funding sources from equity for making outward investment, excluding capital contributions used for carrying out investment activities in Vietnam;

b/ Having earned profits from business activities for 2 consecutive years preceding the year of making registration for outward investment, as determined based on its audited financial statements (if any);

c/ In case of using additional capital contributions for making outward investment, the economic organisation shall carry out procedures for issuance of an outward investment registration certificate in accordance with this Decree first, then carry out procedures for increase of capital and contribution of sufficient charter capital in Vietnam before transferring investment capital abroad.

Article 16. Contents of an outward investment registration certificate

1. The investment project code.

2. The investor.

3. Name of the investment project and name of the overseas economic organisation (if any).

4. The project’s objectives, including the main objective and other objectives.

5. Investment location, for investment projects requiring specified investment locations.

6. Form of investment, investment capital, sources of investment capital, form of investment capital, and schedule of outward investment activities.

7. Rights and obligations of the investor.

8. Investment incentives and support (if any).

Article 17. Competence to issue, modify and invalidate outward investment registration certificates

1. The Ministry of Finance may issue, modify and invalidate outward investment registration certificates for projects each having an outward investment capital amount of VND 7 billion or more or projects in sectors and trades subject to conditional outward investment as specified in Clause 1, Article 41 of the Law on Investment, except the projects specified in Article 18 of this Decree.

2. For projects each having an outward investment capital amount of VND 1.6 trillion or more or projects involving the proposal on the application of special support mechanisms or policies, the Ministry of Finance shall report them to the Prime Minister for approval before issuing or modifying an outward investment registration certificate, except the cases specified in Clause 3 of this Article.

3. For the projects specified in Clause 2 of this Article that have been approved by the Prime Minister, the adjustment thereof is not required to be reported to the Prime Minister for consideration and re-approval in the following cases:

a/ The investment location is changed within the same host country or territory;

b/ The outward investment capital amount is initially increased by no more than 10% of the total approved amount of outward investment capital and such increase does not alter the main objective of the project;

c/ Profits earned from the outward investment project are used for reinvestment in such project in accordance with law;

d/ The outward investment capital amount is reduced for remittance of capital to Vietnam;

dd/ Other cases of adjustment that do not alter the main objective or scale of the project or do not fall into the cases involving proposal for the application of special support mechanisms or policies.

Article 18. Projects not subject to procedures for issuance of outward investment registration certificates

An investor shall carry out procedures for registration of foreign exchange transactions in accordance with the law on foreign exchange management without having to carry out procedures for issuance of an outward investment registration certificate for a project falling into one of the following cases:

1. An outward investment project having a capital amount smaller than VND 7 billion and not falling into sectors or trades subject to conditional outward investment as specified in Clause 1, Article 41 of the Law on Investment;

2. An outward investment project associated with national defence and security that is implemented under the agreement between the Government of Vietnam and a foreign government under Point b, Clause 3, Article 42 of the Law on Investment. Such agreement may be an agreement between the two Governments or an agreement between agencies of the two countries as approved by the Governments;

3. An outward investment project of a group or state corporation on the list of groups and state corporations provided in Appendix I to the Government’s Decree No. 366/2025/ND-CP of December 31, 2025, on management and investment of state capital in enterprises;

4. An outward investment project of another economic organisation that is not subject to reporting to the Prime Minister for consideration and approval under Clause 2, Article 17 of this Decree, as specified in Point c, Clause 3, Article 42 of the Law on Investment, and satisfies the following conditions:

a/ The economic organisation is a large-scale enterprise as specified in the Government’s Decree No. 90/2025/ND-CP of April 14, 2025, amending and supplementing a number of articles of the Government’s Decree No. 17/2012/ND-CP of March 13, 2012, detailing and guiding the implementation of a number of articles of the Law on Independent Audit;

b/ The economic organisation uses its own foreign currency sources in case of transfer of foreign-currency investment capital and does not use borrowed capital for making outward investment;

c/ The economic organisation has earned profits from business activities for 2 consecutive years preceding the year of making investment, as determined based on its consolidated financial statements;

d/ The economic organisation has profits remitted to Vietnam from at least 2 outward investment projects.

5. For a project not subject to issuance of an outward investment registration certificate, the investor shall declare information on the project, including also the structure of investment capital (monetary capital and asset capital), on the national information systems on investment in order to obtain an automatic dossier declaration code before carrying out procedures for registration of foreign exchange transactions in accordance with the law on foreign exchange management. The investor shall update changes (if any) in the project to the national information systems on investment.

6. If wishing to obtain an outward investment registration certificate for an investment project specified in Clause 1 or 3 of this Article, the investor shall carry out procedures for issuance of such a certificate.

7. When necessary, the State Bank of Vietnam may consult related agencies on dossiers for registration of foreign exchange transactions relating to outward investment activities. The consulted agencies shall give their opinions to the State Bank of Vietnam within 7 working days after receiving the consultation request.

8. For a project with an outward investment capital amount not subject to issuance of an outward investment registration certificate, if the increase of investment capital makes the project subject to issuance of such a certificate, the investor shall carry out procedures for issuance of an outward investment registration certificate in accordance with this Decree.

9. The State Bank of Vietnam shall provide detailed guidance on procedures for registration of foreign exchange transactions for projects in accordance with this Article.

Article 19. Dossier for issuance of an investment registration certificate for a project subject to reporting to the Prime Minister for approval

1. An outward investment registration form (the original).

2. The document on the investor’s legal status (a valid copy).

3. The investment project proposal (the original), which must have the following principal contents: form, objectives, scale and location of investment; preliminary determination of investment capital, capital mobilisation plan and structure of capital sources; project schedule and investment phases (if any); preliminary analysis of the project’s investment efficiency.

4. Documents evidencing the investor’s financial capacity, including at least one of the following papers: the investor’s latest annual financial statement; the parent company’s financial support commitment; the financial institution’s financial support commitment; guarantee for the investor’s financial capacity; and other documents evidencing the investor’s financial capacity (valid copies).

5. The document for determining the location of the outward investment project, for projects requiring a location as specified in Article 12 of this Decree (a valid copy).

6. The document for determining the form of outward investment, for projects requiring such a document as specified in Article 13 of this Decree (a valid copy).

7. The investor’s commitment to self-balancing foreign currency sources or the licensed credit institution’s commitment to arranging foreign currency sources for the investor. When submitting a commitment to self-balancing foreign currency sources, the investor shall enclose it with the credit institution’s letter of confirmation of the balance of the investor’s foreign-currency account (the original).

8. The decision on outward investment as specified in Article 14 of this Decree (the original).

9. The tax agency’s letter of certification of the investor’s fulfilment of the tax liability, provided it is issued within 3 months by the date of submission of the project dossier (the original or a valid copy).

10. The report on provision of loans to an overseas economic organisation, which must have the following contents: name of the borrower; total loan amount; loan provision purpose and conditions; disbursement plan; debt recovery plan; asset security interests and collateral disposal method (if any); plan on balancing foreign currency sources for loan provision; assessment of the borrower’s financial capacity; risk level and proposed risk prevention measures for the loan, in case the project involves the investor’s provision of loans to an overseas economic organisation for project implementation (the original).

11. The document for determining the performance of arising guarantee obligations in case the project involves the investor’s provision of guarantee for an overseas economic organisation to borrow capital for project implementation (a valid copy).

12. If making investment in the form specified in Clause 4, Article 6 of this Decree, the investor shall submit documents relating to exchange transactions, including agreements or contracts, and documents showing the value of transactions (valid copies).

13. For an outward investment project in sectors and trades subject to conditional outward investment as specified in Clause 1, Article 41 of the Law on Investment, the investor shall submit the competent state agency’s letter of certification of the satisfaction of outward investment conditions in accordance with relevant laws (a valid copy).

14. Other relevant documents.

Article 20. Order and procedures for issuance of an investment registration certificate for a project subject to reporting to the Prime Minister for approval

1. The investor shall declare information in the dossier of application for an outward investment registration certificate on the national information systems on investment and submit 1 original dossier set together with an electronic version thereof to the Ministry of Finance. The dossier shall be received when it has all components with quantities as required.

2. Within 2 working days after receiving a valid dossier, the Ministry of Finance shall send a consultation request to related state agencies.

3. Within 7 working days after receiving the consultation request from the Ministry of Finance, the consulted agencies shall give their written opinions on matters falling under their management.

4. Within 10 working days after receiving all opinions of related agencies, the Ministry of Finance shall send a report thereon to the Prime Minister for consideration and approval of the project. The report must have the following contents:

a/ The investor’s satisfaction of the conditions for issuance of an outward investment registration certificate as specified in Article 15 of this Decree;

b/ The investor’s legal status;

c/ The investment project’s compliance with Clause 1, Article 38 of the Law on Investment;

d/ Outward investment capital, capital sources, and financial capacity of the investor;

dd/ Applied special support mechanisms and policies (if any).

5. In the course of dossier processing, if finding it necessary to clarify certain matters, the Ministry of Finance shall send a notice thereof to the investor. After the investor provides explanations and supplementations, if the project is still disqualified for being submitted to the Prime Minister for consideration and approval, the Ministry of Finance shall send to the investor a notice of refusal to issue an outward investment registration certificate, clearly stating the reason.

6. Within 10 working days after receiving the Ministry of Finance’s report, the Prime Minister shall consider and approve the project.

7. Within 3 working days after receiving the Prime Minister’s approval, the Ministry of Finance shall issue an outward investment registration certificate to the investor and concurrently send copies thereof to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the related line ministries, the provincial-level People’s Committee of the locality where the investor is headquartered or makes permanent residence registration, the tax agency that certifies the investor’s fulfilment of tax liability, and the owner’s representative agency (if any) of the investor.

8. In case the Prime Minister disapproves the outward investment project, within 3 working days after receiving the document stating the Prime Minister’s disapproval, the Ministry of Finance shall send to the investor a notice of refusal to issue an outward investment registration certificate, clearly stating the reason.

Article 21. Dossier, order and procedures for modification of an outward investment registration certificate for a project subject to reporting to the Prime Minister for approval

1. A dossier for modification of an outward investment registration certificate must comprise:

a/ A written request for modification of the outward investment registration certificate (the original);

b/ The document on the investor’s legal status, in case there is a change in information on the investor as compared to the latest dossier for issuance or modification of an outward investment registration certificate (a valid copy);

c/ The report on the implementation of the project by the time of dossier submission (the original);

d/ The decision on adjustment of outward investment activities as specified in Article 14 of this Decree (the original);

d/ The tax agency’s letter of certification of the investor’s fulfilment of tax liability, in case of increase in outward investment capital, provided this letter of certification is issued within 3 months before the date of dossier submission (the original or a valid copy);

e/ Other relevant documents.

2. Order and procedures for modification of an outward investment registration certificate:

a/ The investor shall declare information in the dossier for modification of an outward investment registration certificate on the national information systems on investment and submit 1 original dossier set together with an electronic version thereof to the Ministry of Finance. The dossier shall be received when it has all documents with quantities as required;

b/ Within 2 working days after receiving the dossier, the Ministry of Finance shall send a consultation request to related agencies;

c/ Within 7 working days after receiving the consultation request and the dossier, the consulted agencies shall send their written opinions on matters falling under their management or as assigned to the Ministry of Finance;

d/ Within 10 working days after receiving all opinions from related agencies, the Ministry of Finance shall report thereon to the Prime Minister for consideration and approval;

dd/ In the course of dossier processing, if finding it necessary to clarify certain matters, the Ministry of Finance shall send a notice thereof to the investor. After the investor provides explanations and supplementations, if the project is still disqualified for being submitted to the Prime Minister for consideration and approval, the Ministry of Finance shall send to the investor a notice of refusal to modify the outward investment registration certificate, clearly stating the reason;

e/ Within 10 working days after receiving the Ministry of Finance’s report, the Prime Minister shall consider and approve the adjustment of the project;

g/ Within 3 working days after receiving the Prime Minister’s approval of the adjustment of the project, the Ministry of Finance shall modify the outward investment registration certificate and concurrently send copies thereof to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the related line ministries, the provincial-level People’s Committee of the locality where the investor is headquartered or makes permanent residence registration, the tax agency that certifies the investor’s fulfilment of tax liability, and the owner’s representative agency (if any) of the investor;

h/ In case the Prime Minister disapproves the adjustment of the project, within 3 working days after receiving the document stating the Prime Minister’s disapproval, the Ministry of Finance shall send to the investor a notice of refusal to modify the outward investment registration certificate, clearly stating the reason.

Article 22. Dossier, order and procedures for issuance of an investment registration certificate for a project not subject to reporting to the Prime Minister for approval

1. The dossier must comprise:

a/ An outward investment registration form (the original);

b/ The documents on the investor’s legal status (a valid copy);

c/ The decision on outward investment as specified in Article 14 of this Decree (the original);

d/ The tax agency’s letter of certification of the investor’s fulfilment of tax liability (the original or a valid copy);

dd/ The document for determining the location of the project, for projects requiring a location under Article 12 of this Decree (a valid copy);

e/ The document showing the form of outward investment, for the cases specified in Article 13 of this Decree (a valid copy);

g/ If making investment in the form specified in Clause 4, Article 6 of this Decree, the investor shall submit a document relating to swap transactions, including agreements or contracts, and documents showing the value of transactions (a valid copy);

h/ For an outward investment project in sectors and trades subject to conditional outward investment as specified in Clause 1, Article 41 of the Law on Investment, the investor shall submit the competent state agency’s letter of certification of the satisfaction of conditions for outward investment in accordance with relevant laws (a valid copy).

2. Order and procedures for issuance of an outward investment registration certificate:

a/ The investor shall declare information in the dossier for issuance of an outward investment registration certificate on the national information systems on investment and submit 1 original dossier set together with an electronic version thereof to the Ministry of Finance. The dossier shall be received when it has all documents with quantities as required;

b/ For a project having an outward investment capital of VND 25 billion or more, the Ministry of Finance shall send a consultation request to the state management agency in charge of foreign exchange under the State Bank of Vietnam. Within 7 working days after receiving the consultation request, the State Bank of Vietnam shall send to the Ministry of Finance a reply on the capital amount transferred abroad before the issuance of an outward investment registration certificate, the investor’s satisfaction of the law-specified conditions for money transfer; matters concerning borrowing of loans, provision of loans to the overseas economic organisation, and provision of guarantee for the overseas economic organisation, and other relevant matters;

c/ If finding it necessary to clarify certain matters of the dossier, the Ministry of Finance shall send a notice thereof to the investor within 5 working days after receiving a valid dossier;

d/ In case the outward investment project involves outward lending or provision of guarantee for an overseas economic organisation to borrow loans, the investor shall carry out relevant procedures in accordance with the law on foreign exchange management. The issuance of an outward investment registration certificate does not replace the approval of outward lending or provision of guarantee for an overseas economic organisation to borrow loans in accordance with the law on foreign exchange management;

dd/ For an outward investment project in a sector or trade subject to conditional outward investment, the Ministry of Finance shall send a consultation request to related agencies. Within 7 working days after receiving the consultation request, the consulted agencies shall give written replies to the Ministry of Finance;

e/ Within 15 working days after receiving a valid dossier, the Ministry of Finance shall issue an outward investment registration certificate to the investor and concurrently send copies thereof to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the related line ministries, the provincial-level People’s Committee of the locality where the investor is headquartered or makes permanent residence registration, the tax agency that certifies the investor’s fulfilment of tax liability, and the owner’s representative agency (if any) of the investor;

g/ In case the dossier is invalid or is disqualified for issuance of an outward investment registration certificate, the Ministry of Finance shall send to the investor a notice of refusal to issue an outward investment registration certificate, clearly stating the reason.

Article 23. Modification of an outward investment registration certificate

1. The investor shall carry out procedures for modification of its/his/her outward investment registration certificate in the following cases:

a/ The Vietnamese investor is changed;

b/ The form of investment is changed;

c/ The outward investment capital amount is increased; investment capital source or form is changed;

d/ The location of implementation of investment activities is changed, for investment projects requiring a location;

dd/ The main objective of outward investment activities is changed;

e/ Profits from outward investment are used to increase investment capital.

2. For changes other than those specified in Clause 1 of this Article, the investor shall update such changes on the national information systems on investment. In case the national information systems on investment encounter errors, making the updating impossible, the investor shall submit a written request for confirmation of the changes to the Foreign Investment Agency under the Ministry of Finance for confirmation.

Article 24. Dossier, order and procedures for modification of an outward investment registration certificate for a project not subject to reporting to the Prime Minister for approval

1. A dossier for modification of an outward investment registration certificate must comprise:

a/ A written request for modification of the outward investment registration certificate (the original);

b/ The document on the investor’s legal status, in case there is a change in information on the investor as compared to the latest dossier for issuance or modification of the outward investment registration certificate (a valid copy);

c/ The report on the implementation of the project by the time of dossier submission (the original);

d/ The decision on adjustment of outward investment activities as specified in Article 14 of this Decree (the original);

dd/ The tax agency’s letter of certification of the investor’s fulfilment of tax liability, in case of an increase in outward investment capital, provided this letter of certification is issued within 3 months before the date of dossier submission (the original or a valid copy);

e/ The document for determining the location of the outward investment project, for the cases specified in Article 12 of this Decree, if the project’s location is changed (a valid copy);

g/ The document showing the form of outward investment, for the cases specified in Article 13 of this Decree, if the form of outward investment is changed (a valid copy);

h/ For an outward investment project in a sector or trade subject to conditional outward investment, the investor shall submit the competent state agency’s letter of certification of the satisfaction of conditions for outward investment in accordance with relevant laws (a valid copy);

i/ The document for determining the performance of arising guarantee obligations in case the project involves the investor’s provision of guarantee for an overseas economic organisation to borrow loans for project implementation (a valid copy).

2. Order and procedures for modification of an outward investment registration certificate:

a/ The investor shall declare information in the dossier for modification of the outward investment registration certificate on the national information systems on investment and submit 1 original dossier set together with an electronic version thereof to the Ministry of Finance. The dossier shall be received when it has all documents with quantities as required;

b/ The Ministry of Finance shall send a consultation request to the state management agency in charge of foreign exchange under the State Bank of Vietnam. Within 7 working days after receiving the consultation request, the State Bank of Vietnam shall send to the Ministry of Finance a reply on the capital amount transferred abroad; the investor’s satisfaction of the law-specified conditions for money transfer; matters concerning the borrowing of loans, provision of loans to the overseas economic organisation, and provision of guarantee for the overseas economic organisation, and other relevant matters;

c/ If finding it necessary to clarify certain matters of the dossier, the Ministry of Finance shall send a notice thereof to the investor within 5 working days after receiving a valid dossier;

d/ In case the outward investment project involves the investor’s provision of loans to an overseas economic organisation or provision of guarantee for an overseas economic organisation to borrow loans, the investor shall carry out procedures in order to obtain approval of the provision of loans or the performance of arising guarantee obligations in accordance with the law on foreign exchange management;

dd/ For an outward investment project in a sector or trade subject to conditional outward investment, the Ministry of Finance shall send a consultation request to related agencies. Within 7 working days after receiving the consultation request, the consulted agencies shall give written opinions to the Ministry of Finance;

e/ Within 15 working days after receiving a valid dossier, the Ministry of Finance shall modify an outward investment registration certificate and concurrently send copies thereof to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the related line ministries, the provincial-level People’s Committee of the locality where the investor is headquartered or makes permanent residence registration, the tax agency that certifies the investor’s fulfilment of tax liability, and the owner’s representative agency (if any) of the investor;

g/ In case the dossier is invalid or disqualified, the Ministry of Finance shall send to the investor a notice of refusal to modify an outward investment registration certificate, clearly stating the reason.

Article 25. Online issuance and modification of outward investment registration certificates

1. For projects each with an outward investment capital amount not subject to reporting to the Prime Minister for approval and not falling into the sectors and trades subject to conditional outward investment, investors may choose to submit paper dossiers according to the relevant procedures specified in this Decree or submit dossiers online via the national information systems on investment.

2. A dossier for online issuance or modification of an investment registration certificate must comprise the documents specified in this Decree and presented in the form of electronic documents, which is as legally valid as the paper dossier.

3. A dossier submitted online shall be considered valid when satisfying the following conditions:

a/ Comprising all papers that are fully filled in as required for a paper dossier, presented in the form of electronic documents and named corresponding to the types of the papers;

b/ Information declared on the national information systems on investment is complete and accurate as that shown in the paper dossier;

c/ The project’s documents and dossiers uploaded to the national information systems on investment must bear the investor’s public digital signature (if any).

4. In case the investor authorises another party to carry out investment procedures, the dossier for issuance or modification of an investment registration certificate shall be accompanied by a letter of authorisation and the document proving the authorised party’s legal status.

Article 26. Procedures for online issuance or modification of an outward investment registration certificate on the national information systems on investment

1. The investor shall register an account on the national information systems on investment.

2. The investor shall declare information and upload electronic documents on the national information systems on investment. Uploaded electronic documents must bear the investor’s public digital signature (if any).

3. After the dossier is completely submitted, the Ministry of Finance shall examine the validity of the dossier. If the dossier is invalid, the Ministry of Finance shall send a notice thereof on the national information systems on investment to the investor for modification and supplementation of the dossier. If the dossier is valid, the investor will receive a dossier receipt via the national information systems on investment.

4. If finding it necessary to clarify certain matters of the dossier, the Ministry of Finance shall send a notice thereof to the investor for completing the dossier on the national information systems on investment within 5 working days after receiving the dossier.

5. In case the dossier is valid and qualified, the Ministry of Finance shall issue or modify the outward investment registration certificate for the investor within 15 working days after receiving a valid dossier.

6. The investor shall take responsibility for the accuracy and completeness of the dossier submitted online on the national information systems on investment.

Article 27. Procedures for updating information on outward investment projects

1. Within 1 month from the date of occurrence of a change in an outward investment project while such change is not subject to modification of the outward investment registration certificate or the project is not subject to issuance of an outward investment registration certificate, the investor shall update the change on the national information systems on investment. In case the national information systems on investment encounter errors, making the updating impossible, the investor shall, if wishing, submit a written request for confirmation of the change, together with relevant documents, to the Foreign Investment Agency under the Ministry of Finance for confirmation. The letter of confirmation of such change shall be sent to the investor within 3 working days from the date of receipt of the investor’s request.

2. For contents of the outward investment registration certificate that have been updated or changed by the investor under Clause 1 of this Article, the Ministry of Finance shall record such contents in the modified outward investment registration certificate when the investor carries out procedures for modification of an outward investment registration certificate.

Article 28. Termination of operation of outward investment projects

1. The operation of an outward investment project shall be terminated in the following cases:

a/ The investor decides to terminate the operation of the project;

b/ The project’s operation duration expires in accordance with the law of the host country;

c/ The termination is based on the operation termination conditions stated in the contract or the enterprise charter;

d/ The investor transfers the whole of the investment capital amount abroad to a foreign investor;

dd/ Past 24 months from the date of issuance of the outward investment registration certificate or the letter of confirmation of registration of foreign exchange transactions relating to outward investment activities, the investor fails or is unable to implement the project according to the schedule registered with the concerned state management agency and fails to carry out procedures for adjustment of the project’s schedule;

e/ The overseas economic organisation is dissolved or goes bankrupt in accordance with the law of the host country;

g/ The termination is based on a court judgment or ruling or an arbitral award.

2. Immediately upon the termination of investment activities, the investor shall liquidate the investment project in accordance with the law of the host country or territory. Within 12 months after the release of the tax account-finalisation report or a document of equivalent legal validity relating to the completion of the liquidation of the project under the law of the host country or territory, the investor shall remit to Vietnam all proceeds from the liquidation of the project in accordance with the law on foreign exchange management and other relevant laws.

3. Within 60 days after completing the liquidation of the investment project abroad and remitting to Vietnam all proceeds from the liquidation (if any), the investor shall:

a/ Carry out procedures for invalidation of the outward investment registration certificate, for projects subject to issuance of such a certificate;

b/ Send a notice of the termination of investment activities, for projects not subject to issuance of an outward investment registration certificate, which must state a commitment that the liquidation of the project has been completed and all proceeds from the liquidation have been remitted to Vietnam (if any), to the State Bank of Vietnam and the Ministry of Finance.

Article 29. Dossier, order and procedures for invalidation of an outward investment registration certificate

1. The investor shall submit 1 original dossier set together with an electronic version thereof to the Ministry of Finance. The dossier must comprise:

a/ A written request for invalidation of the outward investment registration certificate (the original);

b/ The document on the investor’s legal status (a valid copy);

c/ The report on the implementation of the outward investment project, together with financial statements or documents of equivalent validity of the overseas economic organisation (the original);

d/ Originals of the previously issued outward investment registration certificates;

d/ The decision on termination of the outward investment project as specified in Article 14 of this Decree (the original);

e/ Documents proving that the investor has completed the termination and liquidation of the project and remitted to Vietnam all money amounts, assets and proceeds from the termination and liquidation (valid copies).

2. The dossier shall be received by the Ministry of Finance when it comprises all documents with quantities as required.

3. Within 2 working days after receiving a valid dossier, the Ministry of Finance shall send a consultation request to the State Bank of Vietnam for the latter’s opinions on the investor’s foreign exchange transactions, the investor’s compliance with the law on foreign exchange, and violations and handling thereof (if any). Within 7 working days after receiving the consultation request, the State Bank of Vietnam shall reply in writing to the Ministry of Finance.

4. If finding it necessary to clarify certain matters of the dossier, within 5 working days after receiving a valid dossier, the Ministry of Finance shall send a notice thereof to the investor for completing the dossier.

5. Within 15 days after receiving a valid dossier, the Ministry of Finance shall issue a decision on invalidation and revocation of the outward investment registration certificate and send it to the investor, and concurrently send copies thereof to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the related line ministries, the provincial-level People’s Committee of the locality where the investor is headquartered or makes permanent residence registration, the tax agency that certifies the investor’s fulfilment of tax liability, and the owner’s representative agency (if any) of the investor.

6. In case an outward investment project is terminated under Point dd, Clause 1, Article 28 of this Decree and the investor fails to carry out procedures for invalidation of the outward investment registration certificate, the Ministry of Finance shall, in pursuance to the Law on Investment and this Decree, invalidate the certificate and notify such to the investor and related state management agencies. After the outward investment registration certificate is invalidated, if wishing to continue implementing the outward investment project, the investor shall carry out procedures for issuance of an outward investment registration certificate in accordance with the Law on Investment and this Decree.

7. For a project subject to the Prime Minister’s approval, the investor or the agency deciding on outward investment as defined in Article 14 of this Decree shall decide on the termination of the project and report thereon to the Prime Minister.

Article 30. Re-issuance of, and correction of information in, outward investment registration certificates

1. In case an outward investment registration certificate is lost or damaged, the investor shall send a written request for re-issuance of such a certificate, together with documents stating the cause of the loss or damage, to the Ministry of Finance for re-issuance of the certificate within 5 working days from the date of receipt of the request.

2. In case the outward investment registration certificate contains incorrect information as compared to the dossier for issuance or modification of the outward investment registration certificate, the investor shall send a written request for correction of information in the certificate to the Ministry of Finance. The Ministry of Finance shall re-issue an outward investment registration certificate with corrected information to the investor within 5 working days after receiving the request.

Chapter III

ORGANISATION OF INVESTMENT ACTIVITIES ABROAD

Article 31. Opening of outward investment capital accounts

1. Investors shall open outward investment capital accounts at a licensed credit institution in Vietnam in accordance with the law on foreign exchange management.

2. All outward investment-related transactions involving money transfer from Vietnam abroad and vice versa shall be conducted through investment capital accounts specified in Clause 1 of this Article in accordance with the law on foreign exchange management.

Article 32. Transfer of investment capital abroad

1. An investor may transfer investment capital abroad to carry out investment activities when satisfying the following conditions:

a/ Having obtained an outward investment registration certificate, for projects subject to issuance of an outward investment registration certificate;

b/ Having investment activities approved or licensed by the competent authority of the host country (if any). In case the law of the host country does not provide investment licensing or approval, or in case the licensing is made only after the investor has fulfilled the commitment to transferring investment capital, the investor shall provide documents evidencing the right to conduct investment activities in the host country;

c/ Having opened an outward investment capital account in accordance with Article 31 of this Decree.

2. The transfer of investment capital abroad must comply with the laws on foreign exchange management, export and technology transfer and other relevant laws.

3. An investor may transfer money, goods, machinery and equipment abroad before obtaining the outward investment registration certificate or the confirmation of registration of outward investment-related foreign exchange transactions (for projects not subject to procedures for issuance of an outward investment registration certificate) in order to cover expenses for the formation of the investment project, including:

a/ Market research and seeking of investment opportunities;

b/ Field survey;

c/ Research of documents;

d/ Collection and purchase of documents and information related to the selection of the investment project;

dd/ Synthesis, evaluation and appraisal of the investment project, including also the selection and hiring of consultants for the project evaluation and appraisal;

e/ Organisation of seminars and scientific conferences;

g/ Establishment and operation of liaison offices abroad related to the project formation;

h/ Participation in international bidding, payment of deposits or escrow amounts, or other forms of financial guarantee, payment of costs and fees required by the bid solicitor or the host country or territory relating to conditions for participation in bidding and conditions for project implementation;

i/ Participation in merger and acquisition of companies, payment of deposits or escrow amounts, or other forms of financial guarantee, and payment of costs and fees required by the company seller or under the law of the host country or territory;

k/ Contract negotiation;

l/ Purchase or rent of assets in support of the formation of the outward investment project.

4. The transfer of money, goods, machinery and equipment abroad under Clause 3 of this Article must comply with the laws on foreign exchange, export, customs and technology.

5. The money transfer limit referred to in Clause 3 of this Article must not exceed 5% of the total outward investment capital amount and must not exceed USD 300,000, which shall be included in the total outward investment capital amount, unless otherwise provided by the Government.

6. The transfer of capital in machinery, equipment and goods from Vietnam abroad and vice versa for the implementation of outward investment projects must undergo customs procedures in accordance with the customs law.

7. The State Bank of Vietnam shall provide detailed guidance on foreign exchange management for the transfer of money abroad for the implementation of investment activities as specified in this Article.

Article 33. Use of profits abroad

1. An investor may retain profits earned from overseas investment for reinvestment in the following cases:

a/ Continued capital contribution for overseas investment, in case the registered capital amount has not yet been fully contributed;

b/ Increase in the outward investment capital amount;

c/ Implementation of a new investment project abroad.

2. An investor shall carry out procedures for modification of its/his/her outward investment registration certificate for the cases specified in Points a and b, Clause 1 of this Article, and carry out procedures for issuance of an outward investment registration certificate for the case specified in Point c, Clause 1 of this Article.

Article 34. Remittance of profits to Vietnam

1. Except cases in which profits are retained in accordance with Article 33 of this Decree, within 12 months from the date of profit division, investors shall remit to Vietnam all profits and other incomes from overseas investment activities.

2. An investor may use the divided profits as swap for obligations arising abroad with its/his/her partner operating in Vietnam. The swap must satisfy the following conditions:

a/ The swap has been reported to the State Bank of Vietnam and the Ministry of Finance in accordance with law;

b/ The swap must comply with the laws on foreign exchange management and investment and other relevant laws;

c/ Tax obligations arising in Vietnam from the exchange transactions shall be fully performed in accordance with the tax laws, including tax obligations of the investor and of the foreign partner (if any);

d/ The swap transaction may not be used for the purpose of tax evasion, tax avoidance or commission of acts in violation of the laws on tax and foreign exchange and other relevant laws.

3. Within the time limit specified in Clause 1 of this Article, if failing to remit profits and other incomes to Vietnam, the investor shall send a notice thereof in advance to the Ministry of Finance and the State Bank of Vietnam. The time limit for remittance of profits to Vietnam may be extended for no more than 12 months from the date of expiration of the time limit specified in Clause 1 of this Article.

4. Past the time limit specified in Clause 1 of this Article, if the investor has yet to remit profits to Vietnam without any notification, or past the extended time limit specified in Clause 3 of this Article, if the investor has yet to remit profits to Vietnam, it/he/she shall be administratively sanctioned in accordance with law.

Article 35. Outward investment reporting

1. After obtaining an outward investment registration certificate, an investor shall register with the certificate-issuing agency in order to get an account to log in to the national information systems on investment for making periodical reports under regulations.

2. The investor shall send reports on the operation of its/his/her outward investment project under Clauses 3, 4 and 5, Article 48 of the Law on Investment, and concurrently manage its/his/her account and timely update adequate and accurate information on the national information systems on investment. Biannual reports shall be sent before the 20 of the month following the reporting period, annual reports, before February 15 of the year following the reporting year.

3. If there are differences between information on the national information systems on investment and information in paper reports, the former shall prevail.

4. For economic organisations established abroad to carry out outward investment activities of Vietnamese investors, when investing in a third country or investing in another economic organisation in the host country, they shall comply with the laws of the host country and report to the state management agency in charge of outward investment.

5. Measures for handling investors that fail to comply with the reporting regime:

a/ The Ministry of Finance shall issue a written reminder for a first-time violation;

b/ Administrative sanctions shall be imposed in accordance with the law on sanctioning of administrative violations in the field of planning and investment;

c/ Violations shall be publicised on the national information systems on investment, the Ministry of Finance’s Portal and other mass media;

d/ The dossier-examining agency may request an investor to fully comply with the reporting regime, if the investor fails to do so, when considering the issuance or modification of an outward investment registration certificate. The period for the investor to fulfil the reporting regime shall not be included in the time limit for dossier examination prescribed by law.

Article 36. Financial obligations

1. Investors shall fulfil financial obligations related to their outward investment projects towards the Vietnamese State in accordance with the tax laws.

2. Investors being state enterprises shall fully comply with financial obligations related to their outward investment projects towards the Vietnamese State in accordance with the laws on tax, and management and use of state capital invested in production and business at enterprises.

3. Import duty or export duty exemption for goods, machinery and equipment transferred abroad as capital for carrying out investment activities and transferred from abroad back to Vietnam must comply with the law on import duty and export duty.

Article 37. Sending of Vietnamese workers abroad to work for overseas investment projects

1. The sending of Vietnamese workers abroad to work for overseas investment projects must comply with the law on Vietnamese guest workers and the laws of host countries and territories.

2. Investors shall strictly implement regulations on sending of Vietnamese workers abroad to work for overseas investment projects; guarantee lawful interests of overseas Vietnamese workers; and settle problems arising in the sending of Vietnamese workers to work for overseas investment projects in accordance with the law on Vietnamese guest workers and other relevant laws.

Chapter IV

State management of outward investment

Article 38. Responsibility for state management of outward investment

1. The Government shall perform the unified state management of outward investment nationwide.

2. The Ministry of Finance shall take responsibility before the Government for performing the state management of outward investment.

3. The State Bank of Vietnam shall take responsibility before the Government for performing the state management of foreign exchange related to outward investment activities.

4. Ministries, ministerial-level agencies, provincial-level People’s Committees and overseas Vietnamese representative missions shall, within the ambit of their tasks and powers, perform the state management of outward investment in their assigned fields.

Article 39. Tasks and powers of agencies

1. The Ministry of Finance shall perform the tasks and exercise the powers concerning the state management of outward investment activities specified in Clause 2, Article 44 of the Law on Investment, and other tasks and other powers specified in this Decree.

2. Tasks and powers of the State Bank of Vietnam:

a/ To promulgate according to its competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on lending by credit institutions and foreign bank branches for the purpose of making outward investment, and management of foreign exchange related to outward investment activities;

b/ To provide guidance on foreign exchange management for the remittance of investment capital in cash from Vietnam abroad; and for the remittance to Vietnam of profits and lawful revenues related to outward investment activities under this Decree;

c/ To summarise information on the certification of foreign exchange transaction registration for projects not subject to the issuance of outward investment registration certificates; to send information on a monthly, quarterly and annual basis to the Ministry of Finance for summarisation;

d/ To examine, inspect and supervise, according to its competence, inward and outward money remittances related to outward investment projects;

dd/ To act as the focal point in coordinating with ministries and sectors in formulating and submitting to competent authorities for promulgation regulations guiding or providing the order and procedures for considering and permitting economic organisations to provide outward loans and guarantee for non-residents;

e/ To prepare annual reports on the remittance of money amounts from Vietnam abroad (before and after outward investment registration certificates are issued) and on the remittance of money amounts from abroad to Vietnam that are related to outward investment projects, and send them to the Ministry of Finance for summarisation before March 15 of the year following the reporting year.

3. Tasks and powers of the Ministry of Foreign Affairs:

a/ To give opinions on dossiers of outward investment projects at the request of the Prime Minister or the proposal of the Ministry of Finance or the State Bank of Vietnam;

b/ To direct overseas Vietnamese representative missions to coordinate with related focal-point agencies in monitoring and supporting investment activities of Vietnamese investors in the host countries and territories when necessary; to assist the Ministry of Finance and competent agencies in verifying information relating to investment activities of Vietnamese investors in the localities under their management upon request;

c/ To report on assistance provided by overseas Vietnamese representative missions for investment activities of Vietnamese investors in the host countries and territories under Clause 5, Article 44 of the Law on Investment.

4. Tasks and powers of the Ministry of Industry and Trade:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Finance and other related ministries and sectors in, formulating and promulgating according to its competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on trade, industry and energy related to outward investment activities.

b/ To examine, inspect and supervise, according to its competence, trade, industry and energy activities related to outward investment activities;

c/ To report on outward investment activities in the field of trade, industry and energy under Article 48 of the Law on Investment.

5. Tasks and powers of the Ministry of Home Affairs:

a/ To formulate and promulgate according to its competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on management and use of Vietnamese workers related to outward investment activities;

b/ To give opinions on matters in the field of labour related to outward investment activities at the request of the Prime Minister or at the proposal of the Ministry of Finance and the State Bank of Vietnam;

c/ To examine, inspect and supervise, according to its competence, the sending of Vietnamese workers abroad to work for overseas investment projects;

d/ To report on the sending of Vietnamese workers abroad to work for overseas investment projects under Article 48 of the Law on Investment.

6. Tasks and powers of ministries, central agencies and provincial-level People’s Committees:

a/ To perform the tasks and exercise the powers specified in Clause 3, Article 44 of the Law on Investment and other tasks and powers as specified in this Decree and relevant laws;

b/ To give opinions on matters in their assigned fields of state management related to outward investment activities at the request of the Prime Minister or at the proposal of the Ministry of Finance and the State Bank of Vietnam;

c/ To examine, inspect and supervise, according to their competence, matters in their assigned fields of state management related to outward investment activities;

d/ To report on outward investment activities under their management according to Article 48 of the Law on Investment.

7. Tasks and powers of overseas Vietnamese representative missions:

a/ To coordinate with related agencies in collecting information and supporting Vietnamese investors in carrying out business investment activities and complying with regulations of host countries or territories; to protect lawful rights and interests of overseas Vietnamese investors; to assist, create favourable conditions and remove difficulties for Vietnamese investors in the course of implementation of projects in host countries in accordance with law; to assist the Ministry of Finance and competent agencies in verifying information relating to business investment activities of Vietnamese investors in areas under their management upon request;

b/ Annually or upon request, to send reports on their assistance for Vietnam’s investment activities in areas under their management to the Ministry of Foreign Affairs for summarisation and reporting to the Ministry of Finance under regulations.

Article 40. Support for outward investment activities

1. Competent state agencies shall, within the ambit of their functions and tasks, implement support measures for outward investors as follows:

a/ To provide information on the investment environment, laws, policies, and lists of sectors, fields and geographical areas with investment potential in host countries;

b/ To provide information on administrative procedures relating to the issuance, modification and invalidation of outward investment registration certificates and other relevant procedures in accordance with law;

c/ To facilitate connection and investment promotion, and create favourable conditions for investors to access partners, management agencies and related agencies and organisations in host countries;

d/ To resolve difficulties and obstacles arising in the course of the implementation of outward investment projects;

dd/ To facilitate access to lawful sources of capital and financial instruments, including investment credit, guarantee and risk insurance for outward investment in accordance with the laws on state investment credit and insurance and other relevant laws;

e/ To protect the lawful rights and interests of investors in accordance with treaties to which Vietnam is a contracting party, and the laws of Vietnam and host countries;

g/ To promote connection among state management agencies in settling administrative procedures related to, performing the state management of, and supporting, outward investment activities.

2. The Ministry of Finance shall act as the focal-point agency assisting the Government in summarising and coordinating the implementation of measures to support outward investors; and assume the prime responsibility for, and coordinate with ministries, ministerial-level agencies, overseas Vietnamese representative missions and local administrations in, providing support to investors in accordance with this Decree.

3. Investors shall provide complete and truthful relevant information and documents and take responsibility before law for the accuracy of the information and documents they have provided.

Article 41. Inspection, examination, monitoring and evaluation

1. Inspection, examination, monitoring and evaluation of outward investment projects must comply with the laws on inspection, examination, and monitoring and evaluation of investment.

2. Investors shall provide documents, materials and information related to examination, inspection and monitoring of outward investment activities to competent state agencies in accordance with law.

Article 42. Handling of violations and settlement of disputes

1. Organisations and individuals that violate this Decree shall, depending on the nature and severity of their violations, be disciplined, administratively handled or examined for penal liability; and, if causing damage, pay compensation in accordance with law.

2. The Government and state management agencies of Vietnam shall not settle disputes arising among investors or between investors and related organisations and individuals in the course of performing investment procedures or carrying out outward investment activities.

3. Investors shall take responsibility for all damage arising in case they fail to implement, or improperly implement, the provisions on outward investment activities of the Law on Investment, this Decree and relevant laws of Vietnam, as well as the laws of host countries and agreements or treaties to which Vietnam is a contracting party.

Chapter V

IMPLEMENTATION PROVISIONS

Article 43. Effect

This Decree takes effect on April 3, 2026, and replaces Chapter VI on outward investment activities of the Government’s Decree No. 31/2021/ND-CP of March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment.

Article 44. Transitional provisions

1. Investment activities for which investment licenses or outward investment certificates or written permissions for outward investment are issued before the effective date of this Decree may continue to be carried out and must comply with this Decree.

2. For dossiers of projects that are received by competent agencies in accordance with the 2020 Law on Investment, for which outward investment registration certificates have yet to be issued, modified or invalidated but, under this Decree, such projects are not subject to the issuance of outward investment registration certificates, investors are not required to carry out procedures for issuance, modification or invalidation of outward investment registration certificates.

3. In case investors have submitted valid dossiers for issuance, modification or invalidation of outward investment registration certificates but have not yet been notified of dossier processing results, they may continue to use such dossiers to carry out procedures for issuance, modification or invalidation of investment registration certificates (if such certificates are required) in accordance with this Decree.

Article 45. Implementation responsibility

1. The Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the Ministry of Industry and Trade and the State Bank of Vietnam shall guide the implementation of this Decree with respect to contents falling within their assigned management functions and tasks.

2. Ministers, heads of ministerial-level agencies and chairpersons of provincial-level People’s Committees shall guide and implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
NGUYEN CHI DUNG