Offshore Investment Certificate in Vietnam

As the Vietnamese economy continues its robust growth trajectory, the demand for offshore investment by domestic individuals and organizations has reached unprecedented levels. However, because capital flight and international economic activities directly impact national financial stability, the Vietnamese State maintains a stringent regulatory framework for these activities. To ensure compliance and project success, investors must satisfy specific conditions before the authorities authorize them to move capital abroad. In this article, Viet An Law provides a comprehensive analysis of offshore investment consulting services in Vietnam, outlining the latest legal requirements for overseas investment.

Forms of outbound investment under the latest Vietnamese regulations

According to Article 39 of the Law on Investment 2025  (replacing the Law on 2020), investors are permitted to carry out outbound investment activities through several distinct legal structures:

Establishment of economic organizations abroad

This is the most common form of investment, whereby the investor incorporates a new legal entity in the host country—such as a limited liability company, a joint-stock company, or an equivalent structure—under the local laws of the receiving jurisdiction. This approach allows investors to:

• Maintain direct operational control over production and business activities;
• Build brand equity directly in the foreign market;
• Benefit from local investment incentives offered by the host nation.

However, this form carries higher risks and requires a deep understanding of the local legal and tax environment.

Investment through contractual arrangements abroad

Investors may enter into business cooperation contracts (BCC), product-sharing contracts, or other commercial agreements as permitted by the host country’s laws without the need to establish a new legal entity. This is often suitable for:

• Reducing initial setup and administrative costs;
• Short-term or pilot projects to test market viability;
• Collaborating with local partners to leverage their resources and regional expertise.

Capital contribution, purchase of shares, or stakes in foreign economic organizations

This form involves acquiring ownership or controlling rights in an existing foreign business. It allows investors to become strategic shareholders or participate in corporate governance or Merger and Acquisitions (M&A).

This method significantly shortens the time required to enter a market compared to building a business from scratch, though it requires rigorous financial and legal due diligence of the target company.

Trading in securities, valuable papers, or via funds and financial intermediaries

Investors may engage in offshore investment through capital markets, debt instruments, or investment funds. This is primarily a financial investment rather than a management-based one, aimed at portfolio diversification.

Other forms of investment under the host country law

The law provides a flexible “catch-all” provision, allowing any other investment structure permitted by the host country, such as international franchising or Build-Operate-Transfer (BOT) contracts abroad.

Sector-specific considerations for offshore investment in Vietnam

Choosing a business sector for overseas investment requires compliance with both Vietnamese law and the laws of the receiving country. Under Articles 40 and 41 of the Law on Investment 2025, investors must navigate two specific categories: prohibited sectors and conditional sectors.

Sectors prohibited from outbound investment

Investors are strictly forbidden from engaging in outbound investment in the following areas:

• Sectors prohibited from business investment under Vietnamese law and relevant international treaties;
• Sectors involving technologies or products prohibited from export under foreign trade management laws;
• Sectors prohibited by the laws of the host country.

Investors must simultaneously review domestic laws and international treaties to avoid the risk of permit denial or license revocation.

Conditional sectors for outbound investment

Article 41 of the Law on Investment 2025 stipulates that certain sectors require the fulfillment of specific criteria, including:

• Banking;
• Insurance;
• Securities;
• Press, radio, and television;
• Real estate business.

For these sectors, investors may need to demonstrate financial capacity, obtain approval from specialized regulatory bodies (such as the State Bank of Vietnam or the Ministry of Finance), and adhere to specific ownership or operational limits.

Reduction of cases requiring approval for offshore investment policies from 2026

Previously, the Law on Investment 2020 required many projects to undergo a complex “Investment Policy Approval” process.

However, the Law on Investment 2025 has streamlined this by limiting policy approval only to projects of massive capital scale or those proposing special support policies. In such cases, the Ministry of Finance reports to the Prime Minister for consideration before the Offshore Investment Registration Certificate is issued. This change enhances flexibility and reduces lead times for Vietnamese enterprises expanding internationally.

Narrowing the scope of projects requiring an Offshore Investment Registration Certificate

Pursuant to Article 42 of the Law on Investment 2025, the requirement to obtain an Offshore Investment Registration Certificate (OIRC) has been restricted. Specifically:

• The OIRC is only mandatory for projects exceeding capital thresholds defined by the Government or projects within conditional sectors.
• Other projects (smaller scale, those related to national defense/security, or investments by state-owned corporations) only require the registration of foreign exchange transactions with the State Bank of Vietnam to facilitate legitimate capital transfer.

Please update new Decree 103/2026/ND-CP: New License Exemptions for Project under 7 billion VND to update the latest regulation on Offshore Investment Registration Certificate requirement.

Steps to apply for an Offshore Investment Registration Certificate in Vietnam

Investors implement procedure under new Decree 103/2026/ND-CP on offshore investment, effective from 31/3/2026, which including step-by-stel belows:

Step 1: Investors prepare documents as required;

Step 2: Investors submit applications for offshore investment certificates to the Ministry of Finance;

Step 3: Ministry of Finance reviews licensing application:

• Within 03 working days from the date of receiving the investment project dossier, the Ministry of Finance 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.
• 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 Finance 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 Finance 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).

Step 4: Granting of offshore investment license or refusal document (stating reasons)

Step 5: Register for foreign exchange transactions to make offshore investment transfers

After being granted a certificate of offshore investment, investors wishing to transfer capital and foreign currency abroad must carry out procedures for registering foreign exchange transactions with the State Bank.

Procedures to be performed after obtaining the investment certificate in Vietnam

Opening an outbound investment capital account

• All capital transfers from Vietnam to foreign countries and vice versa must be conducted through a dedicated investment capital account.
• Investors must open this account in Vietnamese Dong or a suitable foreign currency at an authorized credit institution in Vietnam.

Registration of foreign exchange transactions

• Credit Institutions Investors must register their foreign exchange transactions with the State Bank of Vietnam (or its provincial branches for individuals and other legal entity investors).
• Current Documents are prescribed in Article 9 of Circular 12/2016/TT-NHNN.
• Within 10 working days of receiving a complete dossier, the State Bank will confirm the registration, allowing the legal transfer of funds for offshore investment.

Feasibility of investment capital sources

The source of capital for outbound investment must be of legal origin. Investors must provide a commitment to self-arrange foreign currency or a commitment from an authorized credit institution.

Furthermore, the investment project explanation must demonstrate the efficiency of capital use and the ability to repatriate profits to Vietnam to secure approval for the overseas investment license.

Conditions for transferring investment capital abroad

The law stipulates 5 conditions for investors to be allowed to transfer investment capital abroad to carry out investment activities, which are:

• First, investors are granted a certificate of registration for offshore investment.
• Second, the oil and gas project has been approved by the competent state agency of the investment receiving country in accordance with the law of the investment receiving country. In case the law of the investment receiving country does not provide for investment licensing or investment approval, the investor must have documents proving the right to conduct investment activities in the investment receiving country.
• Third, investors must have a capital account as prescribed in Article 65 of the Investment Law.
• Fourth, investors are solely responsible for transferring investment capital abroad, ensuring the correct purpose, on time, and compliance with the provisions of petroleum contracts, share purchase and sale contracts, etc.
• Fifth, investors transfer investment capital abroad through foreign direct investment capital accounts after the State Bank of Vietnam confirms the registration of foreign exchange transactions related to foreign investment.

In case the investment licenses and certificates of offshore investment have been granted with a term, when the term stated in the investment license or certificate of offshore investment expires and the investor still has investment needs without changing other contents of the investment project, the investor shall request the Ministry of Finance to consider re-issuing the certificate of offshore investment registration.

Frequently asked questions related to granting of Offshore Investment Certificate

Does establishing a company abroad require a license from the Vietnamese Government?

When you establish a company abroad and want to transfer capital from Vietnam abroad and receive profits from investment activities, you must carry out procedures for granting a certificate of investment abroad.

Is it necessary to apply for a foreign investment license to establish a representative office abroad?

No, when you establish a representative office abroad, you do not have to apply for an offshore investment certificate but only need to register for foreign exchange transactions at the state bank to transfer operating costs abroad for the overseas representative office.

Which agency issues foreign investment certificates?

The Ministry of Finance (formerly the Ministry of Planning and Investment) is the competent authority to issue foreign investment certificates.

Full-package Offshore Investment Consulting Services in Vietnam by Viet An Law

Viet An Law provides specialized legal support for enterprises and individuals seeking to expand their global footprint. Our services include:

• Consulting on conditions and procedures for outbound investment under current Vietnamese laws;
• Handling applications for new, re-issued, or adjusted Offshore Investment Registration Certificate;
• Advising on general and specialized legal issues related to outbound investment;
• Assisting with post-licensing compliance, including foreign exchange registration and capital account setup.

For professional assistance and deep insights into Offshore Investment Consulting Services in Vietnam, please contact Viet An Law for the most effective support.