Outbound investment under the Law on Investment 2025: from pre-approval control to post-approval inspection.

1. Outbound investment no longer requires a licence for every project

For years, every outbound investment by a Vietnamese investor needed an Outbound Investment Registration Certificate, whatever its size. Large projects also needed separate investment policy approval from the Prime Minister or the National Assembly. As a result, a contribution of a few hundred million dong to a foreign company went through the same full licensing process as a project worth thousands of billions.

The Law on Investment No. 143/2025/QH15 and Decree No. 103/2026/ND-CP change this approach. This article covers three things investors need to know: the conditions for investing, which projects need a licence and which are exempt, and the obligations that remain even when a project is exempt.

2. A new legal framework replaces all earlier instruments

The Law on Investment 2020 and the earlier decrees and circulars on outbound investment no longer apply. Because the Ministry of Planning and Investment has merged into the Ministry of Finance, licensing and forms have moved with it.

3. Investors must meet general conditions and sector conditions

3.1. Four general conditions, including tax clearance

The investor must meet four conditions:

1. the investment follows the principles for outbound investment under the Law on Investment 2025;
2. the business line is not prohibited for outbound investment, and any conditions for conditional lines are met;
3. there is a decision to invest abroad;
4. the investor has a tax authority confirmation that its tax obligations have been met, issued no more than 3 months before filing.

The fourth condition replaces the old requirement for audited financial statements. This helps small and medium enterprises that are not required to be audited, but it also means the investor must have no tax debt when it files.

3.2. Organisations controlled by foreign capital must meet three further conditions

An economic organisation more than 50% owned by foreign investors must meet three further conditions: it may use only its own equity, not capital raised in Vietnam; it must have been profitable for the 2 years before registration; and, to increase capital, it must first obtain the certificate, then increase its capital in Vietnam, and only then transfer the capital abroad.

This rule aims to stop capital raised in Vietnam from being moved abroad through foreign-invested enterprises. An FDI enterprise planning to invest in a third country should build this mandatory sequence into its timetable.

3.3. Some business lines are prohibited or subject to special conditions

Investors may not invest abroad in business lines prohibited in Vietnam; lines involving technologies or products whose export is prohibited; lines prohibited by a treaty to which Vietnam is a party; and lines prohibited by the host country's law.

Five business lines are conditional outbound investment lines:

These 5 lines are the first screen. A project in any of them must obtain a certificate, whatever its size, even if its capital is below the exemption threshold in section 4.

4. Small projects are exempt from the certificate but not from every procedure

4.1. In-principle approval for outbound investment has been abolished

The Law on Investment 2025 drops the National Assembly and Prime Minister approval of outbound investment that existed under the Law on Investment 2020. The investor applies for the certificate directly, with no separate approval step.

Instead, thresholds apply within the certificate procedure. For very large projects, the Ministry of Finance reports to the Prime Minister before issuing the certificate, but this is an internal step, not a separate procedure for the investor.

4.2. Four groups of projects are exempt from the certificate

The following four groups do not need an Outbound Investment Registration Certificate:

4.3. The VND 7 billion threshold is a procedural exemption, not a minimum capital

The VND 7 billion threshold is an exemption from administrative procedure, based on the project's total outbound capital across all forms of investment. It is not a minimum capital for setting up a company abroad, and it does not apply only to establishing an entity.

The same threshold also decides whether the State Bank's head office or a regional branch registers the foreign exchange transactions (see section 5).

4.4. Exemption from the certificate does not mean exemption from procedures

This is where breaches most often occur. An exempt investor must still do two things:

1. declare the project information on the National Investment Information System;
2. register the foreign exchange transactions with the State Bank of Vietnam before transferring capital.

In substance, the authorities have not given up control; they have moved it from licensing to the transfer of capital. Banks and foreign exchange management now play the control role that pre-approval used to play.

5. Procedures and time limits investors must observe

5.1. The certificate is issued within 15 working days

Issuing authority. The Foreign Investment Agency of the Ministry of Finance issues the certificate.

The application for an ordinary project has about eight documents: the outbound investment registration form; documents on the investor's legal status; the tax compliance confirmation; the decision to invest abroad; the project proposal; documents identifying the project location; the host country's business registration or approval, if any; and the sector authority's approval for conditional business lines.

Vietnamese individual investors now give only their personal identification number instead of copies of identity documents.

Processing time. The authority decides within 15 working days of receiving a complete, valid application, and asks for clarification within 5 working days if needed. Amendments are also handled within 15 working days.

Amendments. Fewer changes now require an amendment: mainly changes of investor, form of investment, capital increases, location, objectives, and reinvestment of profits. Amendments are filed online on the National Investment Information System.

5.2. Every project must register its foreign exchange transactions

Every outbound investor, including those exempt from the certificate, must register the foreign exchange transactions with the State Bank of Vietnam before transferring capital.

The documents depend on the case. A project with a certificate files a copy of it, the bank's confirmation that the capital account is open, and documents proving the right to invest in the host country. An exempt project must also file the tax compliance confirmation and documents proving that it meets the exemption conditions.

Registration takes 7 working days for a project with a certificate. For exempt projects it takes longer and varies with the receiving authority, so check with that authority when planning.

5.3. Each project uses its own capital account

Each project uses one capital account at a licensed credit institution in Vietnam. If several investors take part in one project, each opens its own account at the same bank.

The account may be in foreign currency or Vietnamese dong. If capital is contributed in several currencies, the investor opens one account per currency at the same bank. All project transfers must go through this account, including sending capital abroad, recovering capital, and bringing profits and liquidation proceeds back to Vietnam.

An investor with an account opened under Circular No. 12/2016/TT-NHNN must close it, with the bank's confirmation, before opening a new account under the new rules.

6. Capital transfers and profits are subject to conditions and time limits

6.1. Capital may be sent abroad only if three conditions are met

Capital may be sent abroad only if all three conditions are met: the certificate has been issued (where required); the host country has approved or licensed the investment; and the investor has an outbound investment capital account. The investor must also have registered the foreign exchange transactions.

6.2. Part of the capital may be sent before the certificate is issued

Before the certificate is issued, an investor may send money, goods, machinery and equipment abroad for preparatory work such as market research, surveys, hiring consultants and setting up an office. This is capped at 5% of total outbound capital and USD 300,000, and counts towards the project's total investment capital.

6.3. Profits must be brought back to Vietnam within 12 months

The investor must bring all profits and other income from the foreign investment back to Vietnam within 12 months of the profit distribution.

If this is not possible in time, the investor must notify the Ministry of Finance and the State Bank of Vietnam in writing. The deadline can be extended by up to 12 months.

The investor may keep profits abroad for reinvestment in three cases: the registered capital has not been fully contributed; the outbound capital is being increased; or a new project abroad is being started. This is a conditional exception, not the investor's free choice, so the investor should keep documents proving the intended use.

7. Reporting falls to six-monthly and annual

After the certificate is issued, the investor must register with the issuing authority for an account on the National Investment Information System.

Reporting has moved from quarterly to six-monthly and annual. The investor must also report profit repatriation and file financial statements, lending reports and reports on investments in third countries as required.

Note that if the data on the National Investment Information System differs from a paper report, the System data prevails. Enterprises should check data entered on the System as carefully as a stamped document.

8. A project delayed by more than 24 months may be terminated

One notable ground for terminating a project is that more than 24 months after the certificate is issued, the investor has not carried out the project on schedule and has not applied to adjust the schedule. This period was 12 months under the old rules.

After liquidating the project under the host country's law, the investor must bring all liquidation proceeds back to Vietnam within 12 months of completing the liquidation. Within 60 days of completion, the investor applies to terminate the certificate, or, for a project without a certificate, notifies the Ministry of Finance and the State Bank of Vietnam in writing.

9. Breaches are sanctioned under Decree No. 122/2021/ND-CP

Outbound investment breaches are sanctioned under Decree No. 122/2021/ND-CP.

Individuals are fined half these amounts. Remedies include an order to apply for the certificate, an order to stop the prohibited activity and an order to surrender the unlawful profits. Sanctions must be imposed within 1 year of the breach.

10. The current sanctions do not fully fit the new procedures

Decree No. 122/2021/ND-CP was issued under the Law on Investment 2020, when every outbound project needed a certificate. Under Decree No. 103/2026/ND-CP, some lawful projects need none, so the breaches described in Decree No. 122/2021/ND-CP do not fully fit the new procedures.

In practice, investors should document the basis for any exemption from the start and keep full records, rather than argue during an inspection that no licence was needed. The declaration on the National Investment Information System and the foreign exchange registration are exactly that evidence.

Investors should also watch for further guidance, because some points, such as the capital threshold for reporting to the Prime Minister and the processing time for foreign exchange registration of exempt projects, should be checked against the original texts before relying on them in a specific deal.

11. What investors should do

1. Classify the project early. Two questions decide it: is the capital below VND 7 billion, and is the project in one of the 5 conditional lines? Answer both before planning the timetable.
2. Get the tax compliance confirmation early, but time it well: it is valid for only 3 months and must not expire while the application is pending.
3. Do not transfer money before registering the foreign exchange transactions. Exempt projects often make this mistake, assuming that no certificate means no procedures.
4. Use the pre-licence allowance of 5% of total capital (up to USD 300,000) for the survey phase, and record it fully so it counts towards total investment capital.
5. Set up a compliance calendar for the three recurring deadlines: the six-monthly report by the 20th, the annual report by 15 February, and repatriation of profits within 12 months of distribution.
6. Enterprises controlled by foreign capital should check their funding sources and their results for the last two years when planning, because neither condition can be fixed quickly.