Offshore investment is when individual/ institution investors transfer investment capital from Vietnam to foreign countries, using profits earned from this investment capital to carry out business investment activities abroad. Investors who want to transfer capital for direct investment from Vietnam to foreign countries for business must carry out procedures for granting a certificate of investment abroad and registering foreign exchange transactions to transfer investment money abroad. From February 15, 2024, when applying for a certificate of offshore investment, investors will follow the offshore investment procedure in Vietnam according to new legal regulations.
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Legal basis
Vietnam Investment Law 2020;
Decree 31/2021/ND-CP guiding the Investment Law ;
Circular 03/2021/TT-BKHĐT stipulates the forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries, and investment promotion, as amended by Circular 25/2023/TT-BKHĐT.
Main forms of an offshore direct investment
Investors conducting foreign direct investment activities in the following forms must carry out procedures for granting foreign investment certificates:
Establish a new company in a foreign country;
Repurchase capital or shares of economic organizations abroad to participate in management and carry out business investment activities abroad;
Execute BCC contracts abroad;
Other forms of investment according to the regulations of the investment receiving country.
Offshore Investment Procedure in Vietnam
Procedures for carrying out procedures abroad
Step 1: Prepare information and documents
Investors need to prepare documents for offshore business projects to prepare for the procedures for granting offshore investment certificates. The main information to be prepared includes:
Name of investment project/ Name of company abroad;
Information on project implementation locations abroad;
Business lines abroad;
Information about foreign partners;
Information on foreign investment capital.
Step 2: Complete foreign investment procedures
Procedures in Vietnam
Step 1: Prepare dossier for offshore investment:
Confirm tax obligations;
Confirm account balance;
Commitment to arrange foreign currency for offshore investment
Step 2: Granting of Offshore Investment Certificate
Step 3: Register foreign direct offshore investment capital account
Step 4: Register foreign exchange transactions to transfer money from Vietnam abroad.
Step 5: Implement the foreign investment reporting regime
After being granted the Certificate of Offshore Investment Registration, the investor shall register to be granted an account to access the National Investment Information Portal to carry out periodic reporting as prescribed.
Documents proving the financial capacity of the investor (Certified copy)
Confirm bank account balance
Financial statements of the last 2 years of the investor being a legal entity;
Commitment to self-balance foreign currency sources or document of authorized credit institution committing to arrange foreign currency for investors (Certified copy).
Document from the tax authority confirming the investor’s fulfillment of tax payment obligations up to the time of submission of investment project dossier (Certified copy).
Decision on offshore investment – for institutional investors (Original).
For offshore investment projects in the fields of banking, securities, insurance, science and technology, investors must submit written approval from competent state agencies on meeting the conditions for offshore investment as prescribed by the Law on Credit Institutions, the Law on Securities, the Law on Science and Technology, and the Law on Insurance Business (Certified copy).
Certificate of business registration abroad (if any) (Certified copy)
Power of Attorney for Viet An Law (Original).
Agency receiving and processing documents: Ministry of Planning and Investment.
Time for granting Investment Registration Certificate:
Within 03 working days from the date of receiving the investment project dossier, the Ministry of Planning and Investment shall send the dossier to relevant state agencies for appraisal opinions.
Within 15 days from the date of receiving the investment project dossier, the consulted agency shall provide appraisal opinions on the contents under its management authority.
In case the amount of foreign currency transferred abroad is equivalent to VND 20 billion or more, the Ministry of Planning and Investment shall seek written opinions from the State Bank of Vietnam.
For projects requiring the Government to decide on an investment policy, within 30 days from the date of receiving the investment project dossier, the Ministry of Planning and Investment shall organize an appraisal and prepare an appraisal report to submit to the Prime Minister.
For projects requiring the National Assembly to decide on investment policy: The Ministry of Planning and Investment reports to the Prime Minister to establish a State Appraisal Council (within 05 days). The State Appraisal Council organizes the appraisal and prepares an appraisal report (within 90 days) and the Government sends the dossier on offshore investment policy decisions to the National Assembly’s appraisal agency (60 days before the opening of the National Assembly session).
Register foreign exchange transactions related to offshore investment activities
After being granted an Offshore Investment Certificate and an Offshore Business License, the investor shall register foreign exchange transactions at the State Bank regarding the investor, investment capital, investment capital account opened at a licensed credit institution to carry out investment activities abroad and the progress of transferring investment capital in cash abroad.
Application
Application for foreign exchange transactions related to offshore investment activities.
Copy of Offshore Investment Certificate.
Foreign language copy, Vietnamese translation of approval document or Business License or document proving the right to conduct investment activities in the investment receiving country.
Original confirmation document from a licensed credit institution on the opening of the investor’s investment capital account, clearly stating the account number and foreign currency type.
Original confirmation document from a licensed credit institution on the amount of money the investor has transferred abroad before being granted the Certificate of Offshore Investment Registration.
Explanatory document on the need to transfer investment capital abroad in Vietnamese Dong in case of transferring investment capital abroad in Vietnamese Dong.
After registering for foreign exchange transactions, investors transfer investment capital abroad according to the registered project progress.
In case of a change in capital transfer progress, it must be registered with the competent State Bank.
Frequently Asked Questions
Investor A is a Vietnamese individual living abroad who established a company and did not transfer capital from Vietnam abroad for business purposes. Does he have to apply for a Certificate of Offshore Investment?
According to Article 3 of the Investment Law 2020, offshore investment activities are when investors transfer investment capital from Vietnam to foreign countries and use profits earned from this investment capital to carry out business investment activities abroad. Therefore, investor A does not have to carry out procedures for granting an offshore investment certificate.
Investors submit offshore investment applications to the Ministry of Planning and Investment.
Transfer investment capital abroad through which account? Which agency must request permission?
Investors must open a foreign direct investment capital account to transfer investment capital abroad.
Before transferring capital abroad, investors (not credit institutions) submit documents to the State Bank branch in the province/city where the investor’s household registration/headquarters is located to register capital transfer.
What happens when there is a delay in implementing foreign investment?
When an offshore investment certificate has been granted but the investor has not yet made the correct progress in contributing capital abroad, he/she must complete the update procedure on the National Investment Information System.
For more information about offshore investment procedure in Vietnam, please contact Viet An Law Firm for detailed support and advice!
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