Outward investment from Vietnam has a specific nature, directly impacting national financial security, foreign exchange reserves, and macroeconomic development orientation. To ensure consistency and compatibility with the new provisions of the current Law on Investment
1. Overview of the shift in the state management mechanism for outward investment
1.1. Fundamental legal basis and new legislative orientation
Outward investment from Vietnam has a specific nature, directly impacting national financial security, foreign exchange reserves, and macroeconomic development orientation. To ensure consistency and compatibility with the new provisions of the current Law on Investment (Law No. 143/2025/QH15 passed by the National Assembly on December 11, 2025), the Government has promulgated Decree No. 103/2026/ND-CP. This Decree officially takes effect from April 3, 2026, comprehensively replacing Chapter VI regulating outward investment activities of the previous Decree No. 31/2021/ND-CP. This change establishes a completely new legal corridor, restructuring the process, administrative procedures, and licensing conditions for domestic investors who wish to transfer investment capital out of Vietnamese territory. The new legislative orientation focuses on improving transparency and optimizing procedures for small transactions, while ensuring strict macroeconomic control over large capital flows and entities with foreign elements.
1.2. Principles of state management: Risk classification, comprehensive digitization, and strict compliance
The new legal framework marks a shift in the management approach from a uniform pre-check mechanism to a risk classification mechanism based on capital scale and the nature of each industry. Small-scale, low-risk projects have their administrative procedures simplified, whereas large-scale projects or those with controlling participation of foreign investors are placed under strict supervision and explanation mechanisms. Simultaneously, the process of submitting, receiving, and processing dossiers is required to be fully digitized through the National Investment Information System. Investors declare information online and submit accompanied electronic dossiers to the competent authority. This change demands absolute accuracy of the submitted electronic data, increases the accountability of enterprises right from the dossier initiation stage, minimizes manual supplementary interventions, and tightens compliance conditions related to taxes and finance.
2. Breakthrough new points of Decree 103/2026/ND-CP compared to Decree 31/2021/ND-CP
The changes between the two decrees reshape the entire mechanism of authority, approval process, and capital flow management. Below are the key differences:
2.1. Transfer of the lead agency for appraisal and Certificate issuance
Decree 31/2021/ND-CP: The Ministry of Planning and Investment acts as the focal point performing the state management function and leading the appraisal and issuance of the Outward Investment Registration Certificate.
Decree 103/2026/ND-CP: This authority is officially fully transferred to the Ministry of Finance. Under the new regulations, the Ministry of Finance is the agency that receives dossiers, consults relevant agencies, and issues, adjusts, or terminates the validity of Outward Investment Registration Certificates. This shift in the management focal point reflects the principle of closely linking investment approval decisions with the assessment of an enterprise's financial capacity, the ability to control foreign currency capital flows, and the management of tax collection from income generated outside Vietnamese territory.
2.2. Project classification mechanism and establishment of procedural exemption thresholds
Decree 31/2021/ND-CP: Almost all outward investment projects, regardless of capital scale, must undergo procedures to apply for an Outward Investment Registration Certificate, creating a massive administrative workload for both enterprises and regulatory agencies.
Decree 103/2026/ND-CP: Establishes a clear classification mechanism based on capital scale. The Ministry of Finance only issues the Certificate for projects with an outward investment capital of VND 7 billion or more, or projects belonging to the conditional outward investment sectors as prescribed by the Law on Investment. By inference through the exclusion mechanism, for projects with a capital scale of less than VND 7 billion and not falling into the list of conditional sectors, investors are completely exempted from the procedure to apply for an Outward Investment Registration Certificate. This mechanism helps eliminate compliance costs for small-scale commercial investment activities.
2.3. Control criteria for large-scale projects under the Prime Minister's jurisdiction
Decree 31/2021/ND-CP: The outward investment capital threshold that strictly requires submission to the Prime Minister for approval of the investment policy was set at VND 800 billion or more.
Decree 103/2026/ND-CP: Raises the limit of projects that must be submitted to the Prime Minister for investment policy approval to VND 1,600 billion or more. In addition, any project proposing to apply specific support policies and mechanisms must also be submitted to the Prime Minister for consideration and approval before the Ministry of Finance issues the Certificate. This regulation aims to focus the Government's macroeconomic control on strategic projects that directly affect national resources.
2.4. Detailed regulations on investment capital structure and obligation swap mechanisms
Decree 31/2021/ND-CP: Lacked detailed guidelines to handle complex capital scenarios in practice, especially investment transactions that do not generate direct cash flows.
Decree 103/2026/ND-CP: Thoroughly resolves this by legislating and specifically defining legitimate sources of capital used for outward investment. These capital sources include money and other legitimate assets, specifically: foreign currency, Vietnamese Dong, equity, borrowed capital in Vietnam transferred abroad, machinery, goods, and profits obtained from outward investment projects retained for continued investment. In particular, the new legal corridor has established a solid foundation allowing the use of other legitimate assets such as the value of intellectual property rights, technology, and brands; and forms of swapping shares, capital contributions, debts, and projects of investors at economic organizations in Vietnam and economic organizations abroad. The recognition of this obligation swap mechanism creates maximum favorable conditions for establishing international capital structures in cross-border Mergers and Acquisitions (M&A) transactions.
2.5. Prerequisite conditions for tax obligation completion confirmation
Decree 31/2021/ND-CP: Did not strictly require investors to submit a document confirming the completion of tax obligations at the time of submitting the licensing dossier.
Decree 103/2026/ND-CP: Adds a completely new and extremely strict compliance condition. Investors must mandatorily possess a document from the direct managing tax authority confirming the completion of tax payment obligations. Notably, the tax authority's confirmation must not exceed 3 months prior to the date of submitting the investment project dossier. This mechanism is intended to tighten cash flows, ensuring that enterprises do not have outstanding financial obligations to the state budget before being allowed to transfer capital out of Vietnamese territory.
2.6. Specialized control mechanisms for foreign-invested economic organizations (FDI)
Decree 31/2021/ND-CP: Had not established specific technical barriers to control the outward investment activities of FDI enterprises, leading to the risk of foreign capital flowing indirectly through Vietnam.
Decree 103/2026/ND-CP: To prevent non-substantial capital transfer structures, the Decree imposes strict supplementary financial conditions on economic organizations with foreign investors holding over 50% of the charter capital. When undertaking outward investment, this group of enterprises must concurrently meet the following conditions: (a) Only permitted to use sources from equity for outward investment, which absolutely must not include the contributed capital intended for investment activities within Vietnam. (b) Must have profitable business performance for 2 consecutive years immediately preceding the year of outward investment registration, determined and proven through audited financial statements (if any). (c) Strict execution sequence for additional capital: In cases where an FDI enterprise uses additional contributed capital for outward investment, the law requires them to first execute the procedure for issuing the Outward Investment Registration Certificate in accordance with this Decree, and then carry out the procedures to increase capital and fully contribute charter capital in Vietnam before transferring investment capital abroad.
2.7. Systematization of the list of conditional outward investment sectors
Decree 31/2021/ND-CP: Detailed regulations on conditional outward investment sectors were scattered across various specialized documents, lacking synchronization.
Decree 103/2026/ND-CP: Centralizes and clearly cross-references the entire list of conditional outward investment sectors right within the Decree. For projects in banking, insurance, and securities, investors must meet the conditions under specialized laws and submit written approval from the competent state authority regarding the fulfillment of outward investment conditions prior to submitting the Certificate application dossier. This codification helps enterprises easily look up and apply the law transparently, limiting arbitrary legal interpretations during the appraisal stage.
3. Legal impacts on investor segments
The new management mechanism from Decree 103/2026/ND-CP clearly differentiates the level of impact based on the specific capital ownership characteristics of each investor group.
3.1. For domestic private enterprises (No state capital, not belonging to the FDI group)
Level of impact: Favorable with conditions (Implementation is easier for small projects but demands absolute precision in dossier data).
Legal impact: Private enterprises with small-scale projects (under VND 7 billion) outside conditional sectors directly benefit from the procedural exemption mechanism, saving significant time and project initiation costs.
Compliance challenges: The comprehensive digitization of the dossier submission process means the National Investment Information System will automatically cross-check legal and financial data fields. Enterprises face the risk of dossier rejection right from the reception stage (technical tightening) if any inconsistency in information arises. The regulatory authority's restriction of the room for manual negotiation and dossier supplementation forces enterprises to prepare accurate dossiers right from the first submission.
Key risk: The mandatory condition to provide a document confirming the completion of tax obligations valid for no more than 3 months requires enterprises to plan the dossier submission time closely synchronized with the status of tax finalization and payment cycles of incurred taxes. Any unpaid tax debt will be direct grounds for the Ministry of Finance to refuse licensing.
3.2. For state-owned enterprises
Level of impact: Strict control and enhanced accountability.
Legal impact: This is the subject group under the most rigorous supervision due to the obligation to comply with principles of preserving and developing state capital. Outward investment projects of this enterprise group are always perceived by regulatory agencies as high-risk activities. Raising the capital scale threshold requiring submission to the Prime Minister (to VND 1,600 billion) means that the quality requirements for project proposals, financial plans, and macroeconomic efficiency explanatory reports are correspondingly elevated. State-owned enterprises must strictly establish a closed internal approval process and organize independent legal and financial pre-appraisal rounds before officially submitting dossiers to state management agencies.
3.3. For foreign-invested economic organizations (Foreign investors holding over 50% of charter capital)
Level of impact: Selective tightening through technical financial barriers.
Legal impact: The new policy clearly demonstrates the goal of managing money laundering risks, making capital flows transparent, and preventing the exploitation of Vietnamese legal entities as indirect capital transit tools abroad. Applying mandatory conditions to use equity and proving profitable business activities for 2 consecutive financial years serves as a checkpoint to filter out FDI enterprises with substantial operations and actual economic contributions in Vietnam. The FDI enterprise group needs to review its entire internal capital flow structure. When preparing dossiers, enterprises must draft transparent explanatory memos to demonstrate the reasonable commercial and economic logic of the outward investment, prove their capacity to maintain capital, and show the substantive presence of business activities in the host country.
4. Standard checklist for applying for an Outward Investment Registration Certificate
Based on the current legal framework of Decree 103/2026/ND-CP, for domestic private enterprises (without state capital and not belonging to the FDI group holding over 50%), the submitted dossier is systematized into three tiers of documents, ranging from mandatory to supplementary recommendations, to optimize the appraisal process.
4.1. Tier 1: Legal documents and Investment Decision (Mandatory documents)
This group of documents serves as the supreme legal basis for the Ministry of Finance to determine the legal status and decision-making authority of the investor:
Outward investment registration document (Original as prescribed).
Documents concerning the legal status of the investor: Valid copy of the Enterprise Registration Certificate and the current Company Charter.
Decision on appointing an authorized representative to execute the project abroad (applicable in cases where the individual performing the procedure is not the enterprise's legal representative).
Outward investment decision of the enterprise's internal competent authority (Original Decision of the Owner for a single-member LLC, or Resolution of the Member's Council/Board of Directors/General Meeting of Shareholders depending on the enterprise type). The content of the decision must strictly specify the elements: Investment objectives, host country or territory, form of investment, total investment capital scale, capital structure, and expected capital contribution roadmap.
Outward investment project proposal: Detailed explanation of the investor, implementation location, capital scale, schedule, commercial objectives, expected economic efficiency assessment, and commitments to strictly comply with the laws of Vietnam as well as the laws of the host country.
Written approval from the competent state agency: Only applicable to outward investment projects in conditional investment sectors as per relevant laws (Valid copy).
4.2. Tier 2: Documents proving Financial Capacity and Taxes (Focus of appraisal, prone to issues)
This is the group of dossiers that regulatory agencies (Ministry of Finance and relevant agencies) will most thoroughly review and cross-check to evaluate the feasibility and risk level of the project:
Document confirming the completion of tax obligations: Original or valid copy issued directly by the managing tax authority, confirming the enterprise has completed its tax obligations. The strict requirement is that this document must have a confirmation date not exceeding 3 months prior to the date of submitting the investment project dossier.
Documents proving legitimate investment capital sources and financial capability: Including documents such as bank account statements, deposit balance confirmations, or detailed explanations of the equity structure and undistributed after-tax profit sources. This dossier must clarify the legality of cash flows and the ability to meet the submitted capital contribution roadmap.
To accelerate the Ministry of Finance's review process, clarify the commercial structure, and limit the risk of multiple explanation requests that prolong the timeframe, enterprises should proactively attach:
Business logic memo: A document analyzing in detail the strategic objectives, business rationale, necessity of establishing a legal entity in the target country, and factors ensuring compliance capabilities.
Fund flow chart: Setting up a visual diagram illustrating the legitimate capital flow route from an account in Vietnam, through an outward investment capital account, to the account of the legal entity abroad. The chart should include notes clarifying milestones, disbursement amounts, and the purpose of each installment.
Post-licensing checklist: Presenting a plan to execute procedures for opening an outward investment capital account, registering foreign exchange transactions with the State Bank, and establishing a mechanism to strictly perform periodic reporting obligations regarding the project's overseas operational status to serve state agencies' supervision and post-inspection efforts.
5. Conclusion and Recommendations
5.1. Summary of the legal corridor shift
The birth of Decree No. 103/2026/ND-CP, officially taking effect from April 2026, established a comprehensive transformation in state management thinking concerning outward investment activities. By shifting the primary management and licensing authority to the Ministry of Finance, establishing a project classification mechanism based on capital scale and risk level, along with the thorough digitization of procedural processes, the new legal corridor has created a dual impact. One the one hand, the new mechanism untangles procedural bottlenecks for small-scale, low-risk commercial transactions. On the other hand, the new regulatory system significantly increases state agencies' macroeconomic control capacity over large capital flows, key projects, and entities with complex ownership characteristics. Strict technical binding regulations on the mandatory confirmation of tax obligation completion, the requirement for transparency in the capital source structure, as well as specialized financial condition supervision mechanisms for state-owned enterprises and foreign-invested economic organizations, clearly reflect the Government's orientation. That is an orientation to ensure national financial security, thoroughly prevent non-substantial capital transfers, and circumvent Vietnamese territory to evade taxes or launder money.
5.2. Execution recommendations for the business community
In a context where the approval system is operated on a fully digitized platform and automatic cross-checking of data, the procedure to apply for an Outward Investment Registration Certificate is no longer a purely administrative dossier submission process. This process has become a rigorous test of compliance capability, financial health, and the standard of an enterprise's data management. The maximum limitation of manual negotiation and dossier supplementation significantly increases legal risks if investors lack thorough preparation. To ensure the progress of cross-border project deployment and eliminate the risks of licensing refusal or Certificate revocation, enterprises need to establish an execution strategy revolving around three core pillars:
Strictly controlling tax compliance risks: Enterprises must mandatorily perform review, reconciliation, and finalization of all financial obligations with the state budget prior to initiating dossiers. There must be smooth coordination between legal and accounting departments to ensure the tax obligation completion confirmation document always meets the strict validity period condition (not exceeding 3 months leading up to the official dossier submission).
Standardizing data and transparentizing capital structure: Investors need to conduct independent pre-appraisal rounds for financial statements and documents proving financial capability. Absolute consistency must be ensured between figures on paper documents (such as bank statements, resolutions using undistributed profits, audit reports) and electronic data fields declared on the National Investment Information System. At the same time, for complex investment structures, enterprises must proactively prepare business logic memos and fund flow charts to prove the substantive presence of the project in the host country.
Establishing a post-licensing risk management mechanism: Being granted an Outward Investment Registration Certificate is only the first step. The new Decree strongly intensifies post-inspection work from state agencies. Therefore, enterprises must immediately establish internal control procedures for legal entities abroad, build periodic reporting plans exactly as prescribed, and clearly formulate scenarios for transferring profits back home. Strict compliance with commitments on foreign exchange management and supervisory reporting will be the decisive factor for enterprises to maintain the long-term validity of their outward investment projects.
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