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

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Decree No. 103/2026/ND-CP dated March 31, 2026 of the Government providing for offshore investment

Issuing body:	Government	Effective date:	Known Please log in to a subscriber account to use this function. Don’t have an account? Register here
Official number:	103/2026/ND-CP	Signer:	Nguyen Chi Dung
Type:	Decree	Expiry date:	Updating
Issuing date:	31/03/2026	Effect status:	Known Please log in to a subscriber account to use this function. Don’t have an account? Register here
Fields:	Enterprise, Investment

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Effect status: Known

THE GOVERNMENT

^__________

No. 103/2026/ND-CP

THE SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

^{_________________}

Hanoi, March 31, 2026

DECREE

Providing for offshore investment

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

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

Pursuant to the Law on Enterprises dated June 17, 2020, which was amended and supplemented under Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

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

At the proposal of the Minister of Finance;

The Government promulgates the Decree providing for offshore 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 measures to organize and guide the implementation of the Law on Investment regarding offshore investment activities for business purposes, offshore investment procedures and state management of offshore investment activities.

2. The following offshore investment activities are not within the scope of regulation of this Decree:

a) Offshore investment activities in the form of purchase and sale of securities or other valuable papers or investment via overseas securities investment funds and other intermediary financial institutions as prescribed at Point d Clause 1 Article 39 of the Law on Investment;

b) Offshore investment activities in the petroleum sector.

Article 2. Subjects of application

This Decree applies to investors and competent state agencies; organizations and individuals related to offshore investment activities.

Article 3. Interpretation of terms

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

1. Offshore investment registration certificate means a written or electronic document recording the investor’s registered information on offshore investment activities.

2. Investor means an organization or individual carrying out offshore investment activities.

3. Valid copy means a copy issued from the original register or a copy certified from the original by a competent agency or organization, or extracted from the national database In case where the original information is stored in the national database on population or enterprise and investment registration.

4. Original dossier means the dossier for carrying out offshore investment procedures, comprising documents in originals or original copies or valid copies, except for foreign-language documents and their Vietnamese translations attached thereto.

5. Valid dossier means a dossier having sufficient components as prescribed in this Decree and having contents fully declared in accordance with law.

6. Dossier for offshore investment procedures means a dossier prepared by the investor to carry out procedures for the grant and adjustment of an offshore investment registration certificate and other relevant procedures for carrying out investment activities in accordance with the Law on Investment and this Decree.

7. Registration procedures for foreign exchange transactions mean the investor’s registration with the State Bank of Vietnam to conduct foreign exchange transactions related to offshore investment activities in accordance with the law on foreign exchange management.

8. Documents on the legal status of the investor means valid copies of personal identification documents or documents certifying the establishment and operation of an economic organization, or information that can be extracted from databases having equivalent legal validity, including:

a) Personal identification number for individuals being Vietnamese citizens;

b) Valid copy of a valid passport or other personal identification documents for foreign individuals;

c) Enterprise code for enterprises established in Vietnam;

d) Valid copy of one of the following documents: enterprise registration certificate, certificate of establishment, establishment decision, or other documents of equivalent legal validity for organizations not falling under Point c of this Clause.

9. Self-owned foreign currency means the investor’s lawful foreign currency, which is not foreign currency purchased from credit institutions or branches of foreign banks permitted to provide foreign exchange services in Vietnam and is not borrowed capital.

Article 4. Language used in dossiers for offshore investment

1. Investment project dossiers, documents and reports submitted to Vietnamese state agencies shall be made in Vietnamese.

2. In case where an investment project dossier contains documents made in a foreign language, Vietnamese translations must be enclosed together with the foreign-language documents.

3. In case where documents in a dossier for offshore investment procedures are made in both Vietnamese and a foreign language, the Vietnamese version shall prevail for carrying out investment procedures.

4. Investors shall be responsible In case where there are discrepancies between the translation or copy and the original, and In case where there are discrepancies between the Vietnamese version and the foreign-language version.

Article 5. Investors carrying out offshore 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. Household businesses registered in accordance with the law of Vietnam.

5. Individuals having Vietnamese nationality, except for the cases prescribed in Clause 2 Article 17 of the Law on Enterprises.

6. Other organizations carrying out business investment in accordance with the law of Vietnam.

Article 6. Offshore investment capital

1. Sources of offshore investment capital include money and other lawful assets of the investor, including equity, loans obtained in Vietnam and transferred abroad, and profits earned from offshore investment projects retained for carrying out investment activities abroad.

2. Money and other lawful assets as prescribed in Clause 1 of this Article include:

a) Foreign currency in accounts at permitted credit institutions or purchased at permitted credit institutions in accordance with law;

b) Vietnam dong in accordance with the law on foreign exchange management of Vietnam;

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

d) Value of intellectual property rights, technology, and rights to assets;

dd) Shares, capital contributions, or projects of the investor exchanged at economic organizations in Vietnam and overseas economic organizations in accordance with Clause 4 of this Article;

e) Other lawful assets as prescribed by civil law.

3. Offshore investment capital shall be used for capital contribution, lending to overseas economic organizations, payment for the purchase of shares or capital contributions, and performance of guarantee obligations (if any) to carry out offshore investment in the forms prescribed at Points a, b, c and dd Clause 1 Article 39 of the Law on Investment. Capital amounts already transferred abroad, when recovered and remitted to Vietnam, shall not be included in the amount of capital transferred abroad and shall not be counted toward the offshore investment capital limit specified in the offshore investment registration certificate. The determination of capital amounts recovered and remitted to Vietnam as prescribed in this Clause shall be based on dossiers and documents provided by the investor and information on foreign exchange transactions managed by the State Bank of Vietnam. The investor shall be responsible for proving the capital amounts transferred abroad and recovered in accordance with regulations of the State Bank of Vietnam.

4. Vietnamese investors may use shares, capital contributions, profits of overseas economic organizations, or their investment projects in Vietnam to pay for or exchange for the purchase of shares, capital contributions or investment projects of overseas economic organizations in accordance with law. The transactions prescribed in this Clause must comply with the following principles:

a) Vietnamese investors shall carry out offshore investment procedures in accordance with law before conducting exchange transactions;

b) Exchange transactions must have documents determining transaction value based on market principles, ensuring compliance with the law on taxation, anti-money laundering, counter-terrorism financing, transfer pricing prevention and other relevant laws;

c) In case where exchange transactions result in foreign investors receiving transfers of shares, capital contributions or investment projects in Vietnam, such foreign investors must carry out investment procedures in Vietnam in accordance with the law on investment, enterprises and other relevant laws;

d) Exchange transactions must comply with the law on investment, enterprises, competition, banking and other relevant laws; must not give rise to ownership or control relationships contrary to law or be abused to conduct transfer pricing, tax evasion, money laundering or other illegal acts.

5. Offshore investment capital equivalent in Vietnam dong in the investment registration document shall be calculated according to the selling exchange rate of a credit institution permitted to provide foreign exchange services in Vietnam at the time of preparation of the project dossier.

6. Offshore investment capital in Vietnam dong serving as a basis for determining the category of projects subject to grant of an offshore investment registration certificate and the competence to approve projects shall be determined by the agency receiving the dossier for offshore investment procedures according to the selling exchange rate of the credit institution prescribed in Clause 5 of this Article at the time of dossier submission.

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

1. The receipt of dossiers and settlement of procedures related to offshore investment activities of investors shall be carried out as follows:

a) Investors shall be responsible before law for the legality, accuracy and truthfulness of the contents of dossiers and documents submitted to competent state agencies;

b) Dossier-receiving agencies shall be responsible for verifying the validity of dossiers and must not request investors to submit any additional documents other than those included in the dossiers as prescribed in the Law on Investment and this Decree;

c) In case where amendment or supplementation of dossiers is required, dossier-receiving agencies shall notify investors in writing of all contents to be amended or supplemented. Such notification must clearly state the legal grounds and the contents requiring amendment or supplementation. The investors shall amend or supplement the dossiers within a maximum period of 2 months from the date of receipt of the written request. If the investors fail to amend or supplement the dossiers within the above time limit and do not submit a written request for extension, the agencies handling investment procedures or foreign exchange procedures shall consider suspending the processing of the dossiers and notify the investors in writing;

d) The time for amendment or supplementation of dossiers or for investors’ explanation of relevant contents in dossiers, and the time for handling administrative violations in the field of investment (if any), shall not be included in the time limit for settlement of procedures as prescribed in the Law on Investment and this Decree;

dd) In case of refusal to grant or adjust an offshore investment registration certificate or other administrative documents as prescribed in the Law on Investment and this Decree, the Ministry of Finance shall notify investors in writing and clearly state the reasons.

2. Upon carrying out administrative procedures for offshore investment in accordance with the Law on Investment and this Decree, investors shall submit electronic dossiers as follows:

a) The electronic dossiers shall have the same legal validity as the paper dossiers submitted to the Ministry of Finance;

b) Investors shall be responsible for the accuracy, consistency and completeness of the contents of the paper dossiers and the electronic dossiers submitted to the Ministry of Finance. In case of discrepancies between the paper dossiers and the electronic dossiers, the contents of the paper dossiers shall prevail;

c) The Ministry of Finance shall publicly disclose the address and methods for receipt of the electronic dossiers of investors on the national investment information system and the Ministry of Finance’s web portal.

3. Investors may choose one of the following forms of dossier submission: direct submission, online submission or submission via public postal services to carry out administrative procedures in accordance with the form of receipt applicable to such administrative procedures.

In case where the national investment information system satisfies the requirements for operation and exploitation in carrying out offshore investment procedures, for projects not subject to reporting to the Prime Minister for approval, investors may choose to submit dossiers online.

4. The solicitation of opinions among state agencies in the process of handling dossiers for offshore investment procedures shall be carried out as follows:

a) The agency soliciting opinions must determine the contents for consultation in accordance with the functions and duties of the consulted agency and the time limit for response as prescribed in the Law on Investment and this Decree;

b) Within the time limit prescribed at Point a of this Clause, the consulted agency shall provide its opinion and take responsibility for the contents of such opinion within its functions and duties; if no opinion is provided within the prescribed time limit, it shall be deemed that the agency has agreed with the contents within its scope of management.

5. Competent agencies and persons shall only be responsible for the contents assigned to them for approval, appraisal, decision or settlement of other procedures related to offshore investment activities in accordance with the Law on Investment and this Decree; and shall not be responsible for contents already approved, appraised, decided or settled by other competent agencies or persons.

Article 8. Handling of fraudulent dossiers

1. In case where a competent agency, organization or person in accordance with law determines that there are falsified contents in a dossier for offshore investment procedures, the dossier-receiving agency shall notify the investor in writing of such violation.

2. Within 15 working days from the date of receipt of the notice of the violation, the investor shall submit a report and explanation clarifying the dossier.

3. The handling of a fraudulent dossier shall be carried out as follows:

a) In case where falsified contents are detected during the processing of the dossier: the dossier-receiving agency shall suspend the processing of the dossier; if the investor fails to provide an explanation or provides an unsatisfactory explanation, the dossier shall be refused and the investor shall be notified in writing, and the case shall be handled in accordance with relevant laws;

b) In case where falsified contents are detected after the offshore investment registration certificate or related documents has been granted: the dossier-receiving agency shall revoke or report to a competent agency or person for consideration of revocation of the whole or a part of the offshore investment registration certificate and related documents already granted on the basis of falsified information.

4. The dossier-receiving agency shall restore documents and papers granted on the basis of the most recent valid dossier, and handle or report to a competent agency or person for handling in accordance with law.

5. The investor shall be responsible in accordance with law and for all damages arising from the falsification of dossier contents and documents.

Article 9. Offshore investment project code

1. An offshore investment project code is a sequence of 09 digits automatically generated by the national investment information system for offshore investment and recorded in offshore investment registration certificates. The project code shall be formed with the first 04 digits corresponding to the year of granting offshore investment registration certificates, and the next 05 digits assigned sequentially in ascending order starting from 00001.

2. Each investment project shall be assigned a unique code, which remains unchanged throughout the operation of the project and shall not be assigned to any other project.

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

4. For an investment project implemented under an investment license, offshore investment certificate or other documents of equivalent legal validity, the investment project code shall be the number of the investment license, offshore investment certificate or other equivalent documents already granted to the investment project.

5. For a project not subject to grant of an investment registration certificate, the project code shall be the automatically generated dossier code on the national investment information system in accordance with Clause 5 Article 18 of this Decree. In case where the national investment information system encounters errors and cannot generate the dossier code, the investor shall submit a written request for issuance of a dossier code to the agency under the Ministry of Finance assigned with the competence to grant or adjust the offshore investment registration certificate for issuance of the dossier code.

Article 10. Offshore investment of state enterprises

1. For an enterprise having its charter capital wholly owned by the State:

a) The Members’ Council or the company’s President shall decide on investment for projects with offshore investment capital not exceeding 50% of equity, or not exceeding 50% of the owner’s investment capital in case where equity is lower than the owner’s investment capital, but not exceeding VND 1,600 billion. Equity and the owner’s investment capital shall be determined according to the enterprise’s separate quarterly or annual financial statements at the time closest to the time of the investment decision;

b) For projects with offshore investment capital exceeding the level prescribed at Point a of this Clause, the Members’ Council or the company’s President shall decide on investment after reporting to the owner’s representative agency for its consideration and written approval of the objectives, level of investment capital, sources of offshore investment capital, and implementation timeline.

2. For an enterprise in which the State holds more than 50% but less than 100% of charter capital, the implementation shall comply with the law on management and investment of State capital in enterprises.

Article 11. Sectors and trades subject to conditional offshore investment

1. For the sectors and trades of banking, insurance and securities prescribed at Points a, b and c Clause 1 Article 41 of the Law on Investment, investors must satisfy the conditions in accordance with the laws on banking, insurance and securities and obtain written approval from competent agencies.

2. For the sectors and trades of press, radio and television prescribed at Point d Clause 1 Article 41 of the Law on Investment, investors must be organizations licensed to operate in press, radio and television in Vietnam and obtain written consent from the Ministry of Culture, Sports and Tourism.

3. For the sector and trade of real estate business prescribed at 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 determining the location of implementation of offshore investment projects

1. The following investment projects must have documents determining the location of implementation of the investment projects:

a) Projects subject to consideration and approval by the Prime Minister prior to the grant or adjustment of offshore investment registration certificates as prescribed in Clause 2 Article 42 of the Law on Investment;

b) Energy projects;

c) Projects on livestock farming, cultivation, afforestation and aquaculture;

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

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

e) Projects on construction of works or infrastructure facilities; real estate business investment projects, except for activities of provision of services such as real estate brokerage, real estate trading floors, real estate consultancy and real estate management.

2. Documents determining the location of implementation of the investment projects shall be one of the following documents containing information on the location:

a) Investment license or a document of equivalent legal validity issued by the host country or territory;

b) Decision on land allocation or land lease issued by a competent agency or organization of the host country or territory;

c) Contract for winning a bid or contract for contracting; land allocation or land lease contract; investment or business cooperation contract, enclosed with documents evidencing the competence of the relevant party to the contract in relation to the location;

d) In-principle agreement on land allocation, land lease, lease of business premises, transfer of land use rights or assets attached to land; agreement on investment or business cooperation, enclosed with documents evidencing the competence of the relevant party to the agreement in relation to the location.

Article 13. Documents determining forms of offshore investment

1. For offshore investment activities in the form of overseas contracts as prescribed at Point b Clause 1 Article 39 of the Law on Investment, the investor shall submit agreements or contracts with foreign partners on investment or other documents of equivalent legal validity, together with documents on the legal status of such foreign partners.

2. For offshore investment activities in the form of capital contribution, purchase of shares or capital contributions in overseas economic organizations in order to participate in the management of such economic organizations, the investor shall submit the following documents:

a) Agreements, contracts or other documents determining capital contribution, purchase of shares or purchase of capital contributions;

b) Documents evidencing the investor’s participation in the management of overseas economic organizations in case where the investor’s ownership ratio of capital contributions or shares is less than 50%;

c) Documents on the legal status of overseas economic organizations or of shareholders of overseas economic organizations in which the investor contributes capital, purchases shares or purchases capital contributions.

3. For offshore investment activities in other forms as prescribed by the law of the host country or territory as prescribed at Point dd Clause 1 Article 39 of the Law on Investment, the investor shall submit documents determining such form of investment in accordance with the law of the host country or territory.

Article 14. Decision on offshore investment

1. The decision on offshore investment of state enterprises shall comply with the provisions of Article 10 of this Decree.

2. For investors being individuals or household businesses, the decision on offshore investment shall be replaced by a valid written registration for offshore investment.

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

4. Investors, agencies, organizations and individuals deciding on offshore investment as prescribed in Clauses 1, 2 and 3 of this Article shall be responsible for their decisions regarding offshore investment.

Chapter II

PROCEDURES FOR GRANT, ADJUSTMENT, TERMINATION OF VALIDITY, RE-GRANT AND CORRECTION OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATES

Article 15. Conditions for offshore investment

1. Offshore investment activities shall comply with the principles prescribed in Article 38 of the Law on Investment.

2. Not falling under sectors and trades prohibited from offshore investment as prescribed in Article 40 of the Law on Investment and satisfying conditions for offshore investment applicable to sectors and trades subject to conditional offshore investment as prescribed in Article 11 of this Decree.

3. Having a decision on offshore investment in accordance with Article 14 of this Decree.

4. Having a written confirmation from the tax authority of the fulfillment of the investor’s tax obligations. The date of confirmation by the tax authority must not be more than 03 months prior to the date of submission of the investment project dossier.

5. For economic organizations in which foreign investors hold more than 50% of charter capital, in addition to the conditions prescribed in Clauses 1, 2, 3 and 4 of this Article, the following conditions must be satisfied:

a) Using capital sources belonging to equity for offshore investment, excluding the capital contribution used for carrying out investment activities in Vietnam;

b) Having profitable business results for 02 consecutive years immediately preceding the year of registration for offshore investment, as determined according to audited financial statements (if any);

c) In case where additional contributed capital is used for offshore investment, procedures for grant of an offshore investment registration certificate must be carried out in accordance with this Decree first, and thereafter procedures for capital increase and full contribution of charter capital in Vietnam must be completed before transferring offshore investment capital.

Article 16. Contents of an offshore investment registration certificate

1. Investment project code.

2. Investor.

3. Name of the investment project; name of the overseas economic organization (if any).

4. Project objectives, including main objectives and other objectives.

5. Investment location for investment projects required to have an investment location.

6. Form of investment, investment capital, sources of investment capital, form of investment capital, and schedule for implementation of offshore investment activities.

7. Rights and obligations of the investor.

8. Investment incentives and support (if any).

Article 17. Competence to grant, adjust and terminate the validity of offshore investment registration certificates

1. The Ministry of Finance shall grant, adjust and terminate the validity of offshore investment registration certificates for projects with offshore investment capital of VND 7 billion or more or projects in sectors and trades subject to conditional offshore investment as prescribed in Clause 1 Article 41 of the Law on Investment, except for the projects prescribed in Article 18 of this Decree.

2. For projects with offshore investment capital of VND 1,600 billion or more or projects proposing the application of special support mechanisms and policies, the Ministry of Finance shall report to the Prime Minister for approval before granting or adjusting offshore investment registration certificates, except for the cases prescribed in Clause 3 of this Article.

3. For projects falling under the cases prescribed in Clause 2 of this Article that have been approved by the Prime Minister, when adjusting such projects, it is not required to report to the Prime Minister for reconsideration and approval in the following cases:

a) Change of investment location within the same host country or territory;

b) First-time increase of offshore investment capital with an increase not exceeding 10% of the total offshore investment capital already approved and not changing the main objectives of the project;

c) Use of profits earned from the offshore investment project for reinvestment into the same project in accordance with law;

d) Reduction of offshore investment capital for remittance of capital to Vietnam;

dd) Other cases of adjustment that do not change the main objectives or scale of the project or do not fall under cases proposing the application of special support mechanisms and policies.

Article 18. Projects not required to carry out procedures for grant of offshore investment registration certificates

Investors 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 grant of offshore investment registration certificates for projects falling under one of the following cases:

1. Offshore investment projects with offshore investment capital of less than VND 7 billion and not falling under sectors and trades subject to conditional offshore investment as prescribed in Clause 1 Article 41 of the Law on Investment;

2. Offshore investment projects associated with national defense and security implemented under agreements between the Government of Vietnam and foreign governments as prescribed at Point b Clause 3 Article 42 of the Law on Investment. Such agreements are treaties between the two governments or written agreements between agencies of the two countries approved by the Government;

3. Offshore investment projects of state economic groups and state corporations included in the list of state economic groups and state corporations prescribed in Appendix I to the Government’s Decree No. 366/2025/ND-CP dated December 31, 2025, on management and investment of State capital in enterprises;

4. Offshore investment projects not subject to reporting to the Prime Minister for consideration and approval as prescribed in Clause 2 Article 17 of this Decree of other economic organizations as prescribed at Point c Clause 3 Article 42 of the Law on Investment, satisfying the following conditions:

a) Enterprises of large scale as prescribed in Decree No. 90/2025/ND-CP dated April 14, 2025, amending and supplementing a number of articles of the Government’s Decree No. 17/2012/ND-CP dated March 13, 2012, detailing and guiding the implementation of a number of articles of the Law on Independent Audit;

b) Using self-owned foreign currency in case where investment capital is transferred in foreign currency and not using borrowed capital for offshore investment;

c) Having profitable business operations for 2 consecutive years immediately preceding the year of investment. Business results shall be determined according to the consolidated financial statements of economic organizations;

d) Having at least 2 offshore investment projects with profits remitted to Vietnam.

5. For projects not subject to grant of offshore investment registration certificates, investors shall declare information on the investment projects, including the structure of investment capital (including capital in money and assets), on the national investment information system in order to be granted an automatically generated dossier code before carrying out procedures for registration of foreign exchange transactions in accordance with the law on foreign exchange management. In case where the projects have changes in their contents, the investors shall update such changes on the national investment information system.

6. In case where investors request the grant of offshore investment registration certificates for projects prescribed in Clauses 1 and 3 of this Article, the investors shall carry out procedures for grant of offshore investment registration certificates.

7. Where necessary, the State Bank of Vietnam may seek opinions from relevant agencies on dossiers for registration of foreign exchange transactions related to offshore investment activities. Consulted agencies shall respond to the State Bank of Vietnam within 7 working days from the date of receipt of the written request for opinions.

8. In case where projects with offshore investment capital not subject to grant of offshore investment registration certificates are adjusted to increase investment capital, resulting in the projects becoming subject to grant of offshore investment registration certificates, the procedures for grant of offshore investment registration certificates must be carried out 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 as prescribed in this Article.

Article 19. Dossiers for grant of offshore investment registration certificates for projects subject to reporting to the Prime Minister for approval

1. Written registration for offshore investment (original).

2. Documents on the legal status of the investor (valid copies).

3. Investment project proposal, including the following principal contents: investment form, objectives, scale, and location; preliminary determination of investment capital, capital mobilization plan, and capital structure; project implementation schedule and investment phases (if any); preliminary analysis of the investment efficiency of the project (original).

4. Documents evidencing the financial capacity of the investor, including at least one of the following documents: the investor’s most recent annual financial statements; commitment of financial support from the parent company; commitment of financial support from a financial institution; guarantee of the investor’s financial capacity; other documents evidencing the investor’s financial capacity (valid copies).

5. Documents determining the location of implementation of the offshore investment project for projects required to have an investment location as prescribed in Article 12 of this Decree (valid copies).

6. Documents determining forms of offshore investment for projects required to have documents determining forms of investment as prescribed in Article 13 of this Decree (valid copies).

7. Commitment to self-balance foreign currency sources or a written commitment of arrangement of foreign currency for the investor issued by a permitted credit institution. In case where the investor submits a commitment to self-balance foreign currency sources, it must be accompanied by a written confirmation from a credit institution of the investor’s foreign currency account balance (original).

8. Decision on offshore investment in accordance with Article 14 of this Decree (original).

9. Confirmation from the tax authority of the fulfillment of the investor’s tax obligations. The date of confirmation by the tax authority must not be more than 03 months prior to the date of submission of the investment project dossier (original or valid copy).

10. Report on lending to overseas economic organizations, including the following contents: name of the borrower; total loan amount; lending purpose and conditions; disbursement plan; debt recovery plan; measures for securing assets and methods for handling secured assets (if any); plan for balancing foreign currency sources for lending; assessment of the borrower’s financial capacity; risk level and proposed risk prevention measures for the loan, In case where the offshore investment project includes the content that the investor lends to an overseas economic organization for implementation of the investment project (original).

11. Documents determining the performance of guarantee obligations arising in case where the offshore investment project includes the content that the investor provides guarantees for loans of overseas economic organizations for implementation of the investment project (valid copies).

12. In case of investment in the form prescribed in Clause 4 Article 6 of this Decree, the investor shall submit documents related to exchange transactions, including agreements or contracts and documents determining transaction value (valid copies).

13. For offshore investment projects in sectors and trades subject to conditional offshore investment as prescribed in Clause 1 Article 41 of the Law on Investment, the investor shall submit a written document of a competent state agency confirming satisfaction of offshore investment conditions in accordance with relevant laws (valid copies).

14. Other relevant documents.

Article 20. Order and procedures for grant of offshore investment registration certificates for projects subject to reporting to the Prime Minister for approval

1. The investor shall declare information on the dossier for application for grant of an offshore investment registration certificate on the national investment information system and submit 01 original dossier together with an electronic version of the dossier to the Ministry of Finance. The dossier shall be received by the Ministry of Finance when it contains all required categories of documents and quantity as prescribed.

2. Within 02 working days from the date of receipt of a valid dossier, the Ministry of Finance shall send the dossier for solicitation of opinions from relevant state agencies.

3. Within 07 working days from the date of receipt of the written request for opinions from the Ministry of Finance, consulted agencies shall provide written opinions on matters within their management competence.

4. Within 10 working days from the date of receipt of full opinions from relevant agencies, the Ministry of Finance shall report to the Prime Minister for consideration and approval of the project. The report shall include the following contents:

a) Satisfaction of conditions for grant of an offshore investment registration certificate as prescribed in Article 15 of this Decree;

b) Legal status of the investor;

c) Compliance of the investment project with Clause 1 Article 38 of the Law on Investment;

d) Offshore investment capital, sources of investment capital, and financial capacity of the investor;

dd) Application of special support mechanisms and policies (if any).

5. During the processing of the dossier, where clarification is required, the Ministry of Finance shall notify the investor in writing. In case where, after explanation and supplementation, the project does not satisfy conditions for submission to the Prime Minister for consideration and approval, the Ministry of Finance shall notify the investor in writing of the refusal to grant an offshore investment registration certificate and clearly state the reasons.

6. Within 10 working days from the date of receipt of the report of the Ministry of Finance, the Prime Minister shall consider and approve the project.

7. Within 03 working days from the date of receipt of the Prime Minister’s approval, the Ministry of Finance shall grant an offshore investment registration certificate to the investor and concurrently send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the line ministry, the People’s Committee of the province or centrally run city where the investor has its head office or permanent residence registration, the tax authority that has confirmed the investor’s fulfillment of tax obligations, and the owner’s representative agency of the investor (if any).

8. In case where the Prime Minister does not approve the offshore investment project, within 03 working days from the date of receipt of the Prime Minister’s written opinion, the Ministry of Finance shall notify the investor in writing of the refusal to grant an offshore investment registration certificate and clearly state the reasons.

Article 21. Dossiers, order and procedures for adjustment of offshore investment registration certificates for projects subject to reporting to the Prime Minister for approval

1. A dossier for adjustment of an offshore investment registration certificate include the following documents:

a) Written request for adjustment of the offshore investment registration certificate (original);

b) Documents on the legal status of the investor in case where information on the investor has changed compared to the dossier for the most recent grant or adjustment of the offshore investment registration certificate (valid copies);

c) Report on the operation of the investment project up to the time of submission of the dossier for adjustment of the offshore investment registration certificate (original);

d) Decision on adjustment of offshore investment activities in accordance with Article 14 of this Decree (original);

dd) Written confirmation from the tax authority of the fulfillment of the investor’s tax obligations In case of increase of offshore investment capital. The date of confirmation by the tax authority must not be more than 03 months prior to the date of dossier submission (original or valid copy);

e) Other relevant documents.

2. The order and procedures for adjustment of an offshore investment registration certificate shall be carried out as follows:

a) The investor shall declare information on the dossier for application for adjustment of an offshore investment registration certificate on the national investment information system and submit 01 original dossier together with an electronic version of the dossier to the Ministry of Finance. The dossier shall be received by the Ministry of Finance when it contains all required categories of documents and quantity as prescribed;

b) Within 02 working days from the date of receipt of the dossier, the Ministry of Finance shall send the dossier for solicitation of opinions from relevant agencies;

c) Within 07 working days from the date of receipt of the written request for opinions and the dossier, consulted agencies shall provide written opinions on matters within their state management scope or assigned contents and send them to the Ministry of Finance;

d) Within 10 working days from the date of receipt of full opinions from relevant agencies, the Ministry of Finance shall report to the Prime Minister for consideration and approval;

dd) During the processing of the dossier, where clarification is required, the Ministry of Finance shall notify the investor in writing. In case where, after explanation and supplementation, the project does not satisfy conditions for submission to the Prime Minister for consideration and approval, the Ministry of Finance shall notify the investor in writing of the refusal to adjust the offshore investment registration certificate and clearly state the reasons;

e) Within 10 working days from the date of receipt of the report of the Ministry of Finance, the Prime Minister shall consider and approve the adjustment of the project;

g) Within 03 working days from the date of receipt of the Prime Minister’s approval of the project adjustment, the Ministry of Finance shall adjust the offshore investment registration certificate and concurrently send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the line ministry, the People’s Committee of the province or centrally run city where the investor has its head office or permanent residence registration, the tax authority that has confirmed the investor’s fulfillment of tax obligations, and the owner’s representative agency of the investor (if any);

h) In case where the Prime Minister does not approve the project adjustment, within 03 working days from the date of receipt of the Prime Minister’s written opinion, the Ministry of Finance shall notify the investor in writing of the refusal to adjust the offshore investment registration certificate and clearly state the reasons.

Article 22. Dossiers, order and procedures for grant of offshore investment registration certificates for projects not subject to reporting to the Prime Minister for approval

1. A dossier include the following documents:

a) Written registration for offshore investment (original);

b) Documents on the legal status of the investor (valid copies);

c) Decision on offshore investment in accordance with Article 14 of this Decree (original);

d) Confirmation from the tax authority that the investor has fulfilled tax obligations (original or valid copy);

dd) Documents determining the location of implementation of the offshore investment project for projects required to determine the investment location as prescribed in Article 12 of this Decree (valid copies);

e) Documents determining forms of offshore investment for cases prescribed in Article 13 of this Decree (valid copies);

g) In case of investment in the form prescribed in Clause 4 Article 6 of this Decree, the investor shall submit documents related to exchange transactions, including agreements or contracts and documents determining transaction value (valid copies);

h) For offshore investment projects in sectors and trades subject to conditional offshore investment as prescribed in Clause 1 Article 41 of the Law on Investment, the investor shall submit written approval of a competent state authority confirming satisfaction of offshore investment conditions in accordance with relevant laws (valid copies).

2. The order and procedures for grant of an offshore investment registration certificate shall be carried out as follows:

a) The investor shall declare information on the dossier for application for grant of an offshore investment registration certificate on the national investment information system and submit 01 original dossier together with an electronic version of the dossier to the Ministry of Finance. The dossier shall be received by the Ministry of Finance when it contains all required categories of documents and quantity as prescribed;

b) In case where the project has offshore investment capital of VND 25 billion or more, the Ministry of Finance shall seek written opinions from the state management agency on foreign exchange under the State Bank of Vietnam. Within 07 working days from the date of receipt of the written request for opinions, the State Bank of Vietnam shall respond in writing to the Ministry of Finance on the status of capital already transferred abroad prior to the grant of the offshore investment registration certificate; the investor’s satisfaction of conditions for remittance in accordance with law; matters relating to borrowing, lending to overseas economic organizations, provision of guarantees for loans of overseas economic organizations, and other related matters;

c) In case where the dossier contains contents requiring clarification, the Ministry of Finance shall notify the investor in writing within 05 working days from the date of receipt of a valid dossier;

d) In case where the offshore investment project includes contents related to lending abroad or provision of guarantees for loans of overseas economic organizations, the investor shall carry out relevant procedures in accordance with the law on foreign exchange management. The consideration and grant of an offshore investment registration certificate shall not replace the approval of lending abroad or provision of guarantees for loans of overseas economic organizations in accordance with the law on foreign exchange management;

dd) In case where the offshore investment project involves sectors and trades subject to conditional offshore investment, the Ministry of Finance shall seek opinions from relevant agencies. Within 07 working days from the date of receipt of the written request for opinions, consulted agencies shall respond in writing to the Ministry of Finance;

e) Within 15 working days from the date of receipt of a valid dossier, the Ministry of Finance shall grant an offshore investment registration certificate to the investor and concurrently send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the line ministry, the People’s Committee of the province or centrally run city where the investor has its head office or permanent residence registration, the tax authority that has confirmed the investor’s fulfillment of tax obligations, and the owner’s representative agency of the investor (if any);

g) In case where the dossier is invalid or does not satisfy conditions for grant of an offshore investment registration certificate, the Ministry of Finance shall notify the investor in writing of the refusal to grant an offshore investment registration certificate and clearly state the reasons.

Article 23. Adjustment of offshore investment registration certificates

1. Investors shall carry out procedures for adjustment of offshore investment registration certificates in the following cases:

a) Change of the Vietnamese investor;

b) Change of the investment form;

c) Increase of offshore investment capital; change of investment capital sources or investment capital form;

d) Change of the location of implementation of investment activities for projects required to have an investment location;

dd) Change of the main objectives of offshore investment activities;

e) Use of profits from offshore investment to increase investment capital.

2. In case where there are changes in contents other than those prescribed in Clause 1 of this Article, the investor shall update such changes on the national investment information system. In case where the national investment information system encounters errors and such changes cannot be updated, the investor shall submit a written request for confirmation of such changes to the Foreign Investment Agency under the Ministry of Finance for confirmation of such changes.

Article 24. Dossiers, order and procedures for adjustment of offshore investment registration certificates for projects not subject to reporting to the Prime Minister for approval

1. A dossier for adjustment of an offshore investment registration certificate include:

a) Written request for adjustment of an offshore investment registration certificate (original);

c) Report on the operation of the investment project up to the time of submission of the dossier for adjustment of the offshore investment registration certificate (original);

d) Decision on adjustment of offshore investment activities in accordance with Article 14 of this Decree (original);

dd) Written confirmation from the tax authority of the fulfillment of the investor’s tax obligations in case of increase of offshore investment capital. The date of confirmation by the tax authority must not be more than 03 months prior to the date of dossier submission (original or valid copy);

e) Documents determining the location of implementation of the offshore investment project for the cases prescribed in Article 12 of this Decree where the project has adjustment of the investment location (valid copies);

g) Documents determining forms of offshore investment for the cases prescribed in Article 13 of this Decree where the project has adjustment of the form of offshore investment (valid copies);

h) For offshore investment projects in sectors and trades subject to conditional offshore investment, the investor shall submit written approval of a competent state agency confirming satisfaction of offshore investment conditions in accordance with relevant laws (valid copies);

i) Documents determining the performance of guarantee obligations arising in case where the offshore investment project includes the content that the investor provides guarantees for loans of overseas economic organizations for implementation of the investment project (valid copies).

2. The order and procedures for adjustment of an offshore investment registration certificate shall be carried out as follows:

b) The Ministry of Finance shall seek written opinions from the state management agency on foreign exchange under the State Bank of Vietnam. Within 07 working days from the date of receipt of the written request for opinions, the State Bank of Vietnam shall respond in writing to the Ministry of Finance on the status of capital already transferred abroad; the investor’s satisfaction of conditions for remittance in accordance with law; matters relating to borrowing, lending to overseas economic organizations, provision of guarantees for loans of overseas economic organizations, and other related matters;

d) In case where the offshore investment project includes contents that the investor lends to overseas economic organizations or provides guarantees for loans of overseas economic organizations, the investor shall carry out procedures for approval of lending abroad or for performance of guarantee obligations in accordance with the law on foreign exchange management;

e) Within 15 working days from the date of receipt of a valid dossier, the Ministry of Finance shall adjust the offshore investment registration certificate and concurrently send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the line ministry, the People’s Committee of the province or centrally run city where the investor has its head office or permanent residence registration, the tax authority that has confirmed the investor’s fulfillment of tax obligations, and the owner’s representative agency of the investor (if any);

g) In case where the dossier is invalid or does not satisfy conditions, the Ministry of Finance shall notify the investor in writing of the refusal to adjust the offshore investment registration certificate and clearly state the reasons.

Article 25. Online grant and adjustment of offshore investment registration certificates

1. For projects with offshore investment capital not subject to reporting to the Prime Minister for approval and not falling under sectors and trades subject to conditional offshore investment, investors may choose to submit paper dossiers in accordance with the corresponding procedures prescribed in this Decree or submit dossiers online on the national investment information system.

2. Dossiers for application for online grant or adjustment of offshore investment registration certificates shall include documents as prescribed in this Decree and be presented in the form of electronic documents having legal validity equivalent to paper dossiers.

3. Online dossiers shall be considered valid when satisfying the following conditions:

a) Having all required documents and contents fully declared as prescribed for paper dossiers, presented in the form of electronic documents and named in accordance with the corresponding types of documents;

b) Information declared on the system being complete and accurate in accordance with the information in the paper dossiers;

c) Documents and project dossiers uploaded to the system must be digitally signed using the investor’s public digital signature (if any).

4. In case where the investor authorizes another party to carry out investment procedures, the dossier for application for grant or adjustment of an offshore investment registration certificate must be accompanied by authorization documents and legal documents of the authorized party.

Article 26. Order for online grant and adjustment of offshore investment registration certificates on the national investment information system

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

2. The investor shall declare information and upload electronic documents on the national investment information system. Electronic documents uploaded to the system shall be digitally signed using the investor’s public digital signature (if any).

3. After completing submission of the dossier, the Ministry of Finance shall verify the validity of the dossier. In case where the dossier is invalid, the Ministry of Finance shall notify the investor on the system for amendment and supplementation. In case where the dossier is valid, the investor shall receive a receipt of dossier via the national investment information system.

4. In case where the dossier contains contents requiring clarification, the Ministry of Finance shall notify the investor to complete the dossier on the national investment information system within 05 working days from the date of receipt of the dossier.

5. In case where the dossier is valid and satisfies the conditions, the Ministry of Finance shall grant or adjust the offshore investment registration certificate for the investor within 15 working days from the date of receipt of a valid dossier.

6. The investor shall be responsible for the accuracy and completeness of the dossier submitted online on the system.

Article 27. Order for updating information on offshore investment projects

1. Within 01 month from the time when an offshore investment project has changes in its contents that are not subject to adjustment of an offshore investment registration certificate or where the project is not subject to grant of an offshore investment registration certificate, the investor must update such changes on the national investment information system. In case where the national investment information system encounters errors and such changes cannot be updated, where necessary, the investor shall submit a written request for confirmation of such changes, together with relevant documents, to the Foreign Investment Agency under the Ministry of Finance in order to confirm such changes. The written confirmation of such changes shall be sent to the investor within 03 working days from the date of receipt of the investor’s request.

2. For contents recorded in the offshore investment registration certificate that have been updated or changed by the investor in accordance with Clause 1 of this Article, the Ministry of Finance shall record such contents in the adjusted offshore investment registration certificate when the investor carries out procedures for adjustment of the offshore investment registration certificate.

Article 28. Termination of operation of offshore investment projects

1. An offshore investment project shall terminate operation in the following cases:

a) The investor decides to terminate operation of the investment project;

b) The operation term of the investment project expires in accordance with the law of the host country;

c) In accordance with the conditions for termination of operation specified in the contract or enterprise charter;

d) The investor transfers the entire investment capital abroad to a foreign investor;

dd) Upon the expiry of 24 months from the date of grant of an offshore investment registration certificate or grant of confirmation of registration of foreign exchange transactions related to offshore investment activities, the investor does not implement or is unable to implement the investment project according to the schedule registered with the state management agency and does not carry out procedures for adjustment of the investment project implementation schedule;

e) The overseas economic organization is dissolved or bankrupt in accordance with the law of the host country or territory;

g) Pursuant to a court’s judgment or decision, or an arbitral award.

2. Immediately after 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 from the date of the tax finalization report or a document of equivalent legal validity in accordance with the law of the host country or territory related to the completion of liquidation of the investment project, the investor must remit to Vietnam all amounts collected from liquidation of the investment project in accordance with the law on foreign exchange management and relevant laws.

3. Within 60 days from the date of completion of liquidation of the investment project abroad and remittance to Vietnam of all amounts collected from liquidation of the investment project (if any), the investor shall be responsible for:

a) Carrying out procedures for termination of validity of the offshore investment registration certificate in case where the project is subject to grant of an offshore investment registration certificate;

b) Notifying in writing the termination of investment activities for projects not subject to grant of an offshore investment registration certificate, including a commitment that liquidation of the investment project abroad has been completed and all amounts collected from liquidation of the investment project (if any) have been remitted to Vietnam, to the State Bank of Vietnam and the Ministry of Finance.

Article 29. Dossiers, order and procedures for termination of validity of offshore investment registration certificates

1. The investor shall submit 01 original dossier together with an electronic version of the dossier to the Ministry of Finance. The dossier includes the following documents:

a) Written request for termination of validity of the offshore investment registration certificate (original);

b) Documents on the legal status of the investor (valid copies);

c) Report on the implementation of the offshore investment project together with financial statements or documents of equivalent legal validity of the overseas economic organization (original);

d) Originals of granted offshore investment registration certificates;

dd) Decision on termination of the offshore investment project in accordance with Article 14 of this Decree (original);

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

2. The dossier shall be received by the Ministry of Finance when it contains all required categories of documents and quantity as prescribed.

3. Within 02 working days from the date of receipt of a valid dossier, the Ministry of Finance shall send the dossier to the State Bank of Vietnam for opinions on the investor’s foreign exchange transactions; the investor’s compliance with the law on foreign exchange; violations and handling of violations within its competence (if any). Within 07 working days from the date of receipt of the written request for opinions, the State Bank of Vietnam shall respond in writing to the Ministry of Finance.

4. In case where the dossier contains contents requiring clarification, within 05 working days from the date of receipt of a valid dossier, the Ministry of Finance shall notify the investor in writing to complete the dossier.

5. Within 15 days from the date of receipt of a valid dossier, the Ministry of Finance shall issue a decision on termination of validity and revocation of the offshore investment registration certificate and send it to the investor, and concurrently send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the line ministry, the People’s Committee of the province or centrally run city where the investor has its head office or permanent residence registration, the tax authority that has confirmed the investor’s fulfillment of tax obligations, and the owner’s representative agency of the investor (if any).

6. In case where an offshore investment project is terminated as prescribed at Point dd Clause 1 Article 28 of this Decree and the investor does not carry out procedures for termination of validity of the offshore investment registration certificate, the Ministry of Finance shall, on the basis of the Law on Investment and this Decree, terminate the validity of the offshore investment registration certificate and send it to the investor and relevant state management agencies. After the offshore investment registration certificate is terminated, if the investor wishes to continue implementing the offshore investment project, the procedures for grant of an offshore investment registration certificate must be carried out in accordance with the Law on Investment and this Decree.

7. For projects subject to approval of the Prime Minister, the investor and the agency deciding on offshore investment as prescribed in Article 14 of this Decree shall decide on termination of the project and report to the Prime Minister.

Article 30. Re-grant and correction of information on offshore investment registration certificates

1. In case where an offshore investment registration certificate is lost or damaged, the investor shall submit a written request for re-grant of the offshore investment registration certificate, together with documents determining the cause, to the Ministry of Finance for re-grant of the offshore investment registration certificate to the investor within 05 working days from the date of receipt of the written request.

2. In case where the offshore investment registration certificate contains information inconsistent with the dossier for application for grant or adjustment of the offshore investment registration certificate, the investor shall submit a written request for correction of information on the offshore investment registration certificate to the Ministry of Finance. The Ministry of Finance shall re-grant the offshore investment registration certificate with corrected information to the investor within 05 working days from the date of receipt of the written request.

Chapter III

IMPLEMENTATION OF OFFSHORE INVESTMENT ACTIVITIES

Article 31. Opening of offshore investment capital accounts

1. An investor shall open an offshore investment capital account at a permitted credit institution in Vietnam in accordance with the law on foreign exchange management.

2. All transactions of transfer of money from Vietnam to foreign countries and from foreign countries to Vietnam related to offshore investment activities must be carried out through the offshore investment capital account prescribed in Clause 1 of this Article in accordance with the law on foreign exchange management.

Article 32. Transfer of offshore investment capital

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

a) Having been granted an offshore investment registration certificate for projects subject to grant of an offshore investment registration certificate;

b) The investment activity has been approved or licensed by the competent agency of the host country (if any). In case where the law of the host country does not provide for licensing or approval of investment, or only grants such license after the investor has fulfilled the commitment to transfer investment capital, the investor must provide documents evidencing the right to carry out investment activities in the host country;

c) Having an offshore investment capital account in accordance with Article 31 of this Decree.

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

3. The investor may transfer money, goods, machinery and equipment abroad before being granted an offshore investment registration certificate or confirmation of registration of foreign exchange transactions (for projects not subject to procedures for grant of an offshore investment registration certificate) related to offshore investment activities in order to meet costs for the formation of the investment project, including:

a) Market research and investment opportunities;

b) Field survey;

c) Document research;

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

dd) Compilation, evaluation and appraisal, including selection and hiring of consulting experts to evaluate and appraise the investment project;

e) Organization of seminars and scientific conferences;

g) Establishment and operation of overseas liaison offices related to the formation of the investment project;

h) Participation in international bidding, deposits, escrow or other forms of financial guarantees, payment of costs and fees as required by the inviting party or the host country or territory related to conditions for participation in bidding and conditions for implementation of the investment project;

i) Participation in mergers and acquisitions of companies, deposits, escrow or other forms of financial guarantees, payment of costs and fees as required by the seller of the company or in accordance with the law of the host country or territory;

k) Contract negotiation;

l) Purchase or lease of assets supporting the formation of the investment project abroad.

4. The transfer of money, goods, machinery and equipment abroad as prescribed in Clause 3 of this Article shall comply with the law on foreign exchange, export, customs and technology.

5. The limit for transfer of money as prescribed in Clause 3 of this Article shall not exceed 5% of the total offshore investment capital and shall not exceed USD 300,000, which shall be included in the total offshore investment capital, except where otherwise provided by the Government.

6. The transfer of capital in the form of machinery, equipment and goods abroad and from foreign countries to Vietnam for implementation of offshore investment projects must comply with customs procedures in accordance with the law on customs.

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

Article 33. Use of profits abroad

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

a) Continuing to contribute offshore investment capital in case where the registered capital has not been fully contributed;

b) Increasing offshore investment capital;

c) Implementing a new offshore investment project.

2. The investor shall carry out procedures for adjustment of an offshore investment registration certificate for the cases prescribed at Points a and b Clause 1 of this Article; and carry out procedures for grant of an offshore investment registration certificate for the case prescribed at Point c Clause 1 of this Article.

Article 34. Remittance of profits to Vietnam

1. Except for the case of retaining profits as prescribed in Article 33 of this Decree, within 12 months from the date of profit distribution, the investor must remit to Vietnam all profits earned and other income from offshore investment activities.

2. The investor may use the distributed profits to offset obligations arising abroad with partners having operations in Vietnam. The offset must satisfy the following conditions:

a) Having reported to the State Bank of Vietnam and the Ministry of Finance in accordance with regulations;

b) Complying with the law on foreign exchange management, investment and relevant laws;

c) Fully performing tax obligations arising in Vietnam in respect of the offset transaction in accordance with the law on taxation, including tax obligations of the investor and of the foreign partner (if any);

d) Not using the offset transaction for tax evasion, tax avoidance or for committing violations of the law on taxation, foreign exchange and relevant laws.

3. Within the time limit prescribed in Clause 1 of this Article, if profits and other income are not remitted to Vietnam, the investor must notify in writing the Ministry of Finance and the State Bank of Vietnam in advance. The time limit for remittance of profits to Vietnam may be extended but must not exceed 12 months from the expiry of the time limit prescribed in Clause 1 of this Article.

4. In case where, upon expiry of the time limit prescribed in Clause 1 of this Article, profits have not been remitted to Vietnam and no notification is made, or where, upon expiry of the extended time limit prescribed in Clause 3 of this Article, the investor has not remitted profits to Vietnam, the investor shall be subject to administrative sanctions in accordance with law.

Article 35. Implementation of reporting regime for offshore investment

1. After being granted an offshore investment registration certificate, the investor shall register with the agency granting the offshore investment registration certificate to be provided with an account for access to the national investment information system to implement the periodic reporting regime in accordance with regulations.

2. The investor shall be responsible for submitting reports on the operation of offshore investment projects in accordance with Clauses 3, 4 and 5 Article 48 of the Law on Investment; and managing its account and updating information fully, on time and accurately on the national investment information system. Semi-annual reports shall be submitted before the 20^th day of the month following the reporting period; annual reports shall be submitted before February 15^th of the year following the reporting year.

3. In case where there is any discrepancy between information reported on the national investment information system and information in paper reports, the information on the national investment information system shall prevail.

4. Economic organizations established abroad to carry out offshore investment activities of Vietnamese investors, when investing in a third country or investing in another economic organization in the host country, shall comply with the law of the host country and must report to the state management agency on offshore investment.

5. Measures for handling cases where investors fail to implement the reporting regime in accordance with regulations:

a) The Ministry of Finance shall issue a written reminder in case of the first violation;

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

c) The violations shall be disclosed on the national investment information system, the portal of the Ministry of Finance and other mass media;

d) Agencies examining dossiers have the right to request investors to implement the reporting regime when considering, granting or adjusting offshore investment registration certificates for investors who do not fully implement the reporting regime. The time for investors to implement the reporting regime shall not be included in the time limit for dossier examination as prescribed.

Article 36. Financial obligations

1. Investors shall be responsible for fully performing financial obligations related to offshore investment projects toward the State of Vietnam in accordance with the law on taxation.

2. Investors being state enterprises shall be responsible for fully performing financial obligations related to offshore investment projects toward the State of Vietnam in accordance with the law on taxation and the law on management and use of state capital invested in production and business in enterprises.

3. Exemption from export tax and import tax for the portion of capital in the form of goods, machinery and equipment transferred abroad to carry out investment activities and transferred from foreign countries to Vietnam shall comply with the law on export and import duties.

Article 37. Sending Vietnamese workers to work at offshore investment projects

1. The sending of Vietnamese workers to work at offshore investment projects shall comply with the law on Vietnamese workers working abroad under contracts and the law of the host country or territory.

2. Investors must comply with and properly implement regulations on sending Vietnamese workers to work for offshore investment projects; ensure lawful rights and interests of Vietnamese workers abroad; and be responsible for handling issues arising in the sending of Vietnamese workers to work for offshore investment projects in accordance with the law on Vietnamese workers working abroad under contracts and other relevant regulations.

Chapter IV

STATE MANAGEMENT OF OFFSHORE INVESTMENT

Article 38. Responsibilities for state management of offshore investment

1. The Government shall uniformly perform state management of offshore investment nationwide.

2. The Ministry of Finance shall be responsible before the Government for performing state management of offshore investment.

3. The State Bank of Vietnam shall be responsible before the Government for performing state management of foreign exchange activities related to offshore investment activities.

4. Ministries, ministerial-level agencies, People’s Committees of provinces and centrally run cities, and overseas Vietnamese representative missions shall, within the scope of their tasks and powers, be responsible for performing state management of offshore investment in the assigned fields.

Article 39. Tasks and powers of agencies

1. The Ministry of Finance shall perform tasks and powers of state management of offshore investment activities in accordance with Clause 2 Article 44 of the Law on Investment and other tasks and powers prescribed in this Decree.

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

a) Promulgating within its competence or submitting to competent authorities for promulgation legal provisions, mechanisms and policies on lending activities of credit institutions and branches of foreign banks for offshore investment, and foreign exchange management related to offshore investment activities;

b) Providing guidance on management of foreign exchange for transfer of investment capital in money from Vietnam to abroad; profits and other lawful income remitted to Vietnam related to offshore investment activities in accordance with this Decree;

c) Consolidating the situation of confirmation of registration of foreign exchange transactions for projects not subject to grant of offshore investment registration certificates. Periodically on a monthly, quarterly and annual basis, sending information to the Ministry of Finance for consolidation;

d) Inspecting, examining and supervising, within its competence, activities of transfer of money from Vietnam to foreign countries and from foreign countries to Vietnam related to offshore investment projects;

dd) Acting as the focal point for coordination with ministries and sectors in developing and submitting to competent authorities for promulgation regulations guiding the order and procedures for consideration and approval for economic organizations to lend abroad or provide guarantees for non-residents;

e) Implementing the annual reporting regime on the situation of transfer of money from Vietnam to abroad (before and after being granted offshore investment registration certificates) and the situation of transfer of money from foreign countries to Vietnam related to offshore investment projects, and sending such reports to the Ministry of Finance for consolidation before March 15 of the year following the reporting year.

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

a) Providing opinions on dossiers of offshore investment projects at the request of the Prime Minister or at the request of the Ministry of Finance or the State Bank of Vietnam;

b) Directing overseas Vietnamese representative missions to coordinate with relevant focal agencies in monitoring and supporting investment activities of Vietnamese investors in the host country or territory when necessary; supporting the Ministry of Finance and competent agencies in verifying information related to investment activities of Vietnamese investors within their areas of management upon request;

c) Implementing the reporting regime on the situation of support by overseas Vietnamese representative missions for investment activities of Vietnamese investors in the host country or territory in accordance with Clause 5 Article 44 of the Law on Investment.

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

a) Assuming the prime responsibility for, and coordinating with the Ministry of Finance and relevant ministries and sectors in, formulating, promulgating within its competence or submitting to competent authorities for promulgation legal provisions, mechanisms and policies on trade, industry and energy related to offshore investment activities;

b) Inspecting, examining and supervising, within its competence, trade, industry and energy activities related to offshore investment activities;

c) Implementing the reporting regime on the situation of offshore investment in the fields of trade, industry and energy in accordance with Article 48 of the Law on Investment.

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

a) Formulating, promulgating within its competence or submitting to competent authorities for promulgation legal provisions, mechanisms and policies on management and use of Vietnamese labor related to offshore investment activities;

b) Providing opinions on issues within the labor field related to offshore investment activities at the request of the Prime Minister or at the request of the Ministry of Finance or the State Bank of Vietnam;

c) Inspecting, examining and supervising, within its competence, the sending of Vietnamese workers abroad to work at offshore investment projects;

d) Implementing the reporting regime on the situation of sending Vietnamese workers abroad to work at offshore investment projects in accordance with Article 48 of the Law on Investment.

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

a) Performing tasks and powers in accordance with Clause 3 Article 44 of the Law on Investment and other tasks and powers as prescribed in this Decree and relevant laws;

b) Providing opinions on issues within the assigned state management fields related to offshore investment activities at the request of the Prime Minister or at the request of the Ministry of Finance and the State Bank of Vietnam;

c) Inspecting, examining and supervising, within their competence, issues concerning the assigned state management fields related to offshore investment activities;

d) Implementing the reporting regime related to offshore investment within their management scope in accordance with Article 48 of the Law on Investment.

7. Tasks and powers of overseas Vietnamese representative missions:

a) Overseas Vietnamese representative missions shall coordinate with relevant agencies in obtaining information and supporting Vietnamese investors in investment and business activities and compliance with the law of the host country or territory; protecting lawful rights and interests of Vietnamese investors abroad; supporting, facilitating and resolving difficulties for Vietnamese investors in the process of implementing investment projects in the host country in accordance with law; supporting the Ministry of Finance and competent agencies in verifying information related to investment and business activities of Vietnamese investors within their areas of management upon request;

b) Periodically on an annual basis or on an ad-hoc basis upon request, reporting on the situation of support by overseas Vietnamese representative missions for offshore investment activities of Vietnam within their areas of management to the Ministry of Foreign Affairs for consolidation and reporting to the Ministry of Finance in accordance with regulations.

Article 40. Support for offshore investment activities

1. Competent state agencies, within the scope of their functions and tasks, shall implement measures to support investors in offshore investment:

a) Providing information on the investment environment, laws, policies, and lists of sectors, fields and locations with potential for investment of the host country;

b) Supporting administrative procedures related to the grant, adjustment and termination of validity of offshore investment registration certificates and other related procedures in accordance with law;

c) Connecting and promoting investment, facilitating investors’ access to partners, management agencies and relevant agencies and organizations in the host country;

d) Removing difficulties and obstacles arising in the process of implementing offshore investment projects;

dd) Supporting access to lawful capital sources and financial instruments, including investment credit, guarantees, and insurance for risks in offshore investment in accordance with the law on state investment credit, the law on insurance and relevant laws;

e) Protecting lawful and legitimate rights and interests of investors in accordance with international treaties to which Vietnam is a member and in accordance with Vietnamese law and the law of the host country;

g) Performing interconnection among state management agencies in handling administrative procedures, state management and support for offshore investment activities.

2. The Ministry of Finance shall act as the focal agency assisting the Government in consolidating and coordinating the implementation of measures to support investors in offshore investment; assuming the prime responsibility for, and coordinating with ministries, ministerial-level agencies, overseas Vietnamese representative missions and local authorities in supporting investors in accordance with this Decree.

3. Investors shall be responsible for providing relevant information and documents in a full and truthful manner and shall be responsible before the law for the accuracy of the information and documents provided.

Article 41. Inspection, examination, supervision and evaluation

1. The inspection, examination, supervision and evaluation of offshore investment projects shall comply with the law on investment inspection, examination, supervision and evaluation.

2. The investor shall be responsible for providing documents, papers and information related to the contents of inspection, examination and supervision of offshore investment activities to competent state agencies in accordance with law.

Article 42. Handling of violations and settlement of disputes

1. Organizations and individuals that violate the provisions of this Decree shall, depending on the nature and seriousness of the violation, be subject to disciplinary measures, administrative sanctions or criminal prosecution; if causing damage, compensation must be made in accordance with law.

2. The Government and state management agencies of Vietnam shall not be responsible for settlement of disputes among investors and disputes between investors and related organizations and individuals in the process of carrying out investment procedures and offshore investment activities.

3. Investors shall be responsible for all damages arising in case of failure to comply with or improper compliance with regulations on offshore investment activities as prescribed in the Law on Investment, this Decree and other relevant laws of Vietnam as well as the law of the host country and treaties and international agreements to which Vietnam is a member.

Chapter V

IMPLEMENTATION PROVISIONS

Article 43. Effect

This Decree takes effect from April 03, 2026 and replaces Chapter VI on offshore investment activities of the Government’s Decree No. 31/2021/ND-CP dated 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 that have been granted investment licenses or offshore investment certificates or have been permitted for offshore investment before the effective date of this Decree shall continue to operate and be implemented in accordance with this Decree.

2. For project dossiers that have been received by competent agencies in accordance with the 2020 Law on Investment but have not yet been granted, adjusted or terminated in validity of offshore investment registration certificates, but are not subject to grant of offshore investment registration certificates under this Decree, the investors are not required to carry out procedures for grant, adjustment or termination of validity of offshore investment registration certificates.

3. In case where investors have submitted valid dossiers requesting the grant, adjustment or termination of validity of offshore investment registration certificates but have not yet received results, the investors may continue to use the submitted dossiers to carry out procedures for grant, adjustment or termination of validity of offshore investment registration certificates (if subject to grant) in accordance with this Decree.

Article 45. Implementation responsibilities

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 be responsible for guiding the implementation of this Decree in accordance with their assigned functions and management tasks.

2. Ministers, Heads of ministerial-level agencies, and Chairpersons of People’s Committees of provinces and centrally run cities shall be responsible for guiding and implementing this Decree.

On behalf of the Government

For the Prime Minister

Deputy Prime Minister

NGUYEN CHI DUNG

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