Amendment of the Outbound Investment Registration Certificate in Vietnam

Amendment of the outbound investment registration certificate in Vietnam is the procedure that an investor must carry out when an outward investment project undergoes changes falling within the cases where the law requires the certificate to be amended. From March 1, 2026, outbound investment registration from Vietnam is regulated by the Law on Investment 2025 and Decree No. 103/2026/ND-CP. Therefore, investors need to correctly identify the cases requiring amendment, prepare complete dossiers, and follow the proper procedures to ensure consistency between the information registered in Vietnam and the investor’s actual investment activities abroad.

What is the outbound investment registration certificate in Vietnam?

Under Clause 13, Article 3 of the Law on Investment 2025, outbound investment means an investor transferring investment capital from Vietnam abroad, and using the profits earned from that capital to conduct investment and business activities abroad.

The Outbound Investment Registration Certificate is a document issued by the competent authority, recording the basic legal information of the investor’s outbound investment project and activities.

Under Article 16 of Decree No. 103/2026/ND-CP, the Outbound Investment Registration Certificate must contain the following principal contents:

• The investment project code;
• The investor;
• The name of the investment project and the name of the overseas economic organization, if any;
• The project objectives;
• The investment location, for projects required to have a specific location;
• The investment form;
• The investment capital, capital source, and form of capital;
• The schedule for implementing the outbound investment activity;
• The rights and obligations of the investor;
• Investment incentives and support, if any.

Therefore, when any of the above contents subject to amendment changes, investors should not merely update it internally but should consider carrying out the procedure to amend the Outbound Investment Registration Certificate as required by law.

When must the outbound investment registration certificate be amended in Vietnam?

This is an especially important point in determining whether an outbound investment from Vietnam falls into a case requiring amendment of the certificate.

Under Clause 1, Article 23 of Decree 103/2026/ND-CP, investors must carry out the procedure to amend the Outbound Investment Registration Certificate in the following 6 cases:

Change of the Vietnamese investor

Where there is a change in the Vietnamese investor implementing the project, the investor must carry out the procedure to amend the certificate.

The change may arise from a transfer of the project, a change of the investing entity, or other cases resulting in the investor’s information on the certificate no longer matching reality.

Change of investment form

For example, a project initially implemented in the form of establishing an economic organization abroad is later changed to a capital contribution, share purchase, or another investment form.

Since the investment form is one of the contents of the certificate under Article 16 of Decree 103/2026/ND-CP, a change falling under Article 23 requires the amendment procedure to be carried out.

Increase in outbound investment capital; change of capital source or form

This is one of the most common cases. Investors must amend the certificate when:

• Increasing the total outbound investment capital;
• Changing the source of investment capital;
• Changing the form of investment capital.

In particular, where outbound investment capital is increased, investors must also pay attention to their tax obligations and carry out the procedures for confirmation of tax obligations (use tax accounting service in Vietnam). The amendment dossier for a capital increase must include a document from the tax authority confirming the investor’s fulfillment of tax obligations, dated no more than 3 months before the date of filing.

Change of investment location

If the project falls within a case requiring an investment location and the investor changes the location where the investment activity is carried out, the amendment procedure must be followed.

In this case, the dossier must also include documents identifying the location of the investment project abroad as required.

Change of the main objective of the outbound investment activity

The main objective is an important content of the project. If the investor changes the main objective of the outbound investment activity, the procedure to amend the certificate must be carried out.

This is also a case requiring careful assessment, since a change of objective may change the investment sector and the conditions for outbound investment.

Using profits from outbound investment abroad to increase investment capital

Where an investor does not repatriate profits to Vietnam but instead uses the profits earned from the project to increase the investment capital of that same outbound investment activity, this also falls within the case requiring amendment of the certificate.

What changes do not require amending the certificate in Vietnam?

A notable new feature of Decree 103/2026/ND-CP is that not every change to a project results in the need to amend the certificate.

Clause 2, Article 23 provides that where a change relates to content other than the 6 cases mentioned above, the investor updates it on the National Investment Information System.

If the National Investment Information System experiences an error and the changed information cannot be updated, the investor sends a written request for confirmation of the changed content to the Foreign Investment Department, Ministry of Finance.

In addition, under Article 27 of Decree 103/2026/ND-CP, for changed content not subject to amendment of the certificate, the investor must update the information on the National Investment Information System within 1 month from the time the project’s content changes.

Businesses therefore need to clearly distinguish between:

• Changes falling within the 6 cases under Clause 1, Article 23 of Decree 103/2026/ND-CP: amend the Outbound Investment Registration Certificate.
• Other changes: update the information on the National Investment Information System.

This distinction helps businesses avoid carrying out unnecessary procedures, while also limiting situations where a project is operating in practice but the state management information has not been updated.

Conditions for amending the outbound investment registration certificate in Vietnam

The amendment of the outbound investment registration certificate in Vietnam is not merely a procedure for updating information. Investors must still satisfy the conditions for outbound investment required by law.

Under Article 15 of Decree 103/2026/ND-CP, the conditions for outbound investment include:

• The outbound investment activity is consistent with investment principles;
• It does not fall within a sector or trade prohibited from outbound investment;
• It satisfies the conditions applicable to conditional outbound investment sectors and trades;
• There is an outbound investment decision as required;
• There is a document from the tax authority confirming the investor’s fulfillment of its tax payment obligations;
• For an economic organization in which a foreign investor holds more than 50% of the charter capital, additional conditions must also be satisfied.

Note:

• Sectors and trades prohibited from outbound investment: Under Article 40 of the Law on Investment 2025, sectors and trades prohibited from outbound investment include those prohibited from investment and business generally, notably sectors and trades involving technologies or products subject to an export ban, and sectors and trades prohibited from investment and business under the law of the host country.
• Conditional outbound investment sectors and trades: Under Clause 1, Article 41 of the Law on Investment 2025, there are 5 groups of conditional outbound investment sectors and trades: banking; insurance; securities; press, radio and television broadcasting; and real estate business.

As such, when amending the objective, form, or other content, new conditional outbound investment sectors or trades may arise, and investors need to re-check the corresponding conditions before submitting the dossier.

Dossier for amending the outbound investment registration certificate in Vietnam

For projects not subject to approval by the Prime Minister, Clause 1, Article 24 of Decree 103/2026/ND-CP provides that the amendment dossier mainly consists of the following documents:

For projects subject to approval by the Prime Minister, the dossier under Clause 1, Article 21 of Decree 103/2026/ND-CP also includes a written request for amendment, documents on legal status where the investor’s information has changed, a report on operational status, the amendment decision, and a document confirming tax obligations where the amendment involves a capital increase.

Authority to amend the outbound investment registration certificate in Vietnam

Article 17 of Decree 103/2026/ND-CP provides that:

• The Ministry of Finance issues, amends, and terminates the effectiveness of the Certificate for: projects with outbound investment capital of VND 7 billion or more; or projects in conditional outbound investment sectors or trades, except where otherwise separately provided by the Decree.
• For projects with outbound investment capital of VND 1,600 billion or more, or projects proposing the application of special support mechanisms or policies, the Ministry of Finance reports to the Prime Minister for approval before issuing or amending the Certificate, except for the cases provided under Clause 3, Article 17.

Procedures for amending the outbound investment registration certificate in Vietnam

For projects not subject to reporting to the Prime Minister

Under Article 24 of Decree 103/2026/ND-CP, investors follow these basic steps:

Step 1: Prepare the dossier for amending the outbound investment registration certificate

The investor prepares the dossier according to the content of the requested amendment.

Step 2: Declare and submit the amendment dossier

The investor declares the dossier information on the National Investment Information System and submits 1 set of the original dossier together with an electronic copy to the Ministry of Finance.

Step 3: The Ministry of Finance consults the relevant state authorities

The Ministry of Finance consults the state management authority on foreign exchange under the State Bank of Vietnam.

Within 7 working days from receipt of the request for comments, the State Bank of Vietnam gives its opinion on the amount of capital already transferred abroad, the conditions for remitting funds, borrowing, lending, guarantees, and other related matters.

Where the outbound investment project involves a sector or trade within the conditional outbound investment sectors, the Ministry of Finance consults the relevant authorities. Within 7 working days from receipt of the request for comments, the consulted authority must send its written response to the Ministry of Finance;

Step 4: The investor supplements or clarifies the dossier if required

If the dossier contains content that needs to be clarified, the Ministry of Finance notifies the investor within 5 working days from receipt of the valid dossier.

Step 5: The Ministry of Finance amends the outbound investment registration certificate

Within 15 working days from receipt of the valid dossier, the Ministry of Finance amends the Outbound Investment Registration Certificate and sends copies to the relevant authorities as required.

Amending the certificate for projects subject to reporting to the Prime Minister

Under Article 21 of Decree 103/2026/ND-CP, for projects subject to approval by the Prime Minister, the procedure is more complex, specifically:

• The Ministry of Finance receives the dossier;
• Within 2 working days, the Ministry of Finance sends the dossier to relevant authorities for comments;
• The consulted authority has 7 working days to respond;
• Within 10 working days from receipt of all comments, the Ministry of Finance reports to the Prime Minister;
• The Prime Minister considers and approves the amendment within 10 working days from receipt of the report;
• Within 3 working days from receipt of the Prime Minister’s approval, the Ministry of Finance amends the Certificate.

As such, it is necessary to determine from the outset whether a project is subject to reporting to the Prime Minister, in order to correctly anticipate the time required to amend the Outbound Investment Registration Certificate.

Frequently asked questions

Can the outbound investment registration certificate be amended online in Vietnam?

Article 25 of Decree 103/2026/ND-CP allows investors whose outbound investment projects are not subject to approval by the Prime Minister and do not fall within conditional outbound investment sectors or trades to choose to file the dossier online on the National Investment Information System.

The investor registers an account, declares the information, uploads the electronic documents to the system, and applies a digital signature as required. Once the dossier is valid and the conditions are satisfied, the Ministry of Finance issues or amends the Certificate within 15 working days.

What common mistakes occur when amending the outbound investment registration certificate?

• Failing to correctly identify the case requiring amendment. A business may carry out the amendment procedure when the law only requires an information update, or vice versa.
• The dossier does not accurately reflect the actual status of the project. The report on the project’s operational status is an important part of the dossier and must be updated up to the date of filing.
• Missing documents on tax obligations when increasing capital. This document is specifically required for the case of amending to increase capital.
• Failing to review foreign exchange issues. The actual transfer of capital and compliance with regulations on remittance may be reviewed by the managing authority while processing the dossier.
• Failing to update information after the project changes. For changes that do not require amendment of the certificate, investors are still obliged to update the information on the National Investment Information System within the statutory time limit.

What is the fine for failing to amend the outbound investment registration certificate in Vietnam?

Under Clause 2, Article 21 of Decree No. 122/2021/ND-CP, failing to carry out the procedure to amend the Outbound Investment Registration Certificate in a case where the law requires such amendment may be subject to an administrative fine ranging from VND 50,000,000 to VND 70,000,000.

Can additional funds be transferred abroad before the investment registration certificate is amended?

In principle, investors must complete the procedure to amend the Outbound Investment Registration Certificate before transferring the additional capital corresponding to the increased investment amount, where the capital increase falls within one of the cases requiring amendment of the certificate under Article 23 of Decree 103/2026/ND-CP. In particular, the amendment dossier for a capital increase must include a written confirmation from the tax authority that the investor has fulfilled its tax payment obligations, dated no more than 3 months before the date of filing.

Therefore, businesses should not transfer additional capital on their own before the Certificate has been amended and should complete the amendment procedure while also reviewing the regulations on foreign exchange management and the transfer of outbound investment capital.

Clients requiring legal advice on the amendment of the outbound investment registration certificate in Vietnam are welcome to contact Viet An Law Firm for full-service support!