Offshore Investment Certificate in Vietnam

Despite the difficulties of the global economy, Vietnamese enterprises, in addition to promoting the development of domestic enterprises, are also increasingly expanding their investment activities abroad, reaching out to the international level, aiming to exploit, develop and expand markets; increase the ability to export goods and services, earn foreign currency, access modern technology, improve management capacity and supplement resources for the country’s socio-economic development. According to data posted on January 6, 2025, Vietnam’s investment abroad in 2024 reached a total capital of nearly 664.8 million USD, an increase of 57.7% over the previous year with 164 new projects and 26 projects adjusting investment capital. Specifically, Vietnamese investors have invested abroad in 16 industries. Of which, investment capital is mostly concentrated in professional scientific and technological activities (accounting for 30.2% of capital (while the previous year there were no projects in this sector); processing and manufacturing industry (accounting for 21% of capital, 8.7 times higher than the same period); electricity production and distribution (accounting for 14.2%, up 12.1% over the same period), the rest are other sectors.

To support businesses in expanding their business activities during the process of implementing offshore investment procedures, Viet An Law Firm provides consulting services on procedures for granting Offshore Investment Certificate in Vietnam.

Laws regulating foreign investment activities

• Investment Law 2020;
• Decree 31/2021/ND-CP guiding the Investment Law;
• Circular 03/2021/TT-BKHDT stipulates the forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries, and investment promotion.
• Circular 25/2023/TT-BKHDT amends Circular 03/2021/TT-BKHDT regulating forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries, and investment promotion issued by the Minister of Planning and Investment.

When is it necessary to issue a Offshore Investment Certificate in Vietnam?

When an investor in Vietnam (individual or organization) has a need to invest abroad through capital transfer; or payment to purchase part or all of a business establishment; or establish ownership to carry out investment and business activities outside of Vietnam and directly participate in the management of such investment activities, it is necessary to carry out procedures for granting a Certificate of Investment abroad. Accordingly, when an investor wants to do business in the following forms abroad, it is necessary to carry out procedures for granting a Certificate of Investment abroad:

• Establish a company abroad in accordance with the laws of the country receiving the investment;
• Establish a branch of a Vietnamese company abroad under the laws of the country receiving the investment;
• Execute BCC contracts abroad;
• Acquiring part or all of the charter capital of an economic organization abroad to participate in management and carry out business investment activities abroad;
• Purchasing securities, and other valuable papers or investing through securities investment funds and other intermediary financial institutions abroad;
• Other forms of investment as prescribed by the laws of the country receiving the investment.

Note: When a business establishes a representative office abroad, it does not have to carry out the procedure for granting a Foreign Investment Certificate. The business only needs to carry out the procedure for Granting a License to Open and Use a Foreign Currency Account Abroad.

Types of foreign investment projects

According to the capital contribution, foreign investors are divided into 04 cases with corresponding authorities as follows:

• The project is not subject to policy approval and has foreign investment capital of less than 20 billion VND.
• Projects not subject to approval in principle, with foreign investment capital of over 20 billion VND. (Consulting with the State Bank of Vietnam).
• Projects subject to approval in principle by the Prime Minister:
• (Projects in the fields of banking, insurance, securities, press, radio, television, and telecommunications with foreign investment capital of VND 400 billion or more;
• Investment projects not in banking, insurance, securities, press, radio, television, or telecommunications with foreign investment capital from VND 800 billion or more).
• Projects subject to approval by the National Assembly:
• Projects with foreign investment capital of VND 20,000 billion or more;
• Projects requiring the application of special mechanisms and policies need to be decided by the National Assembly;

Application for Offshore Investment Certificate

• Foreign investment registration document according to Form BI1 Circular 25/2023/TT-BKHDT;
• Copy of identity card, citizen identification card, or passport for individual investors; copy of Certificate of establishment or other equivalent document confirming legal status for institutional investors;
• Investment project proposal;
• Document from the tax authority confirming the investor’s fulfillment of tax payment obligations up to the time of submission of the investment project dossier;
• Commitment document to self-balance foreign currency sources or document of authorized credit institution committing to arrange foreign currency for investors;
• Documents confirming the location of investment projects for the following projects: Energy projects; Projects for raising, planting, catching, and processing agricultural, forestry, and aquatic products; Investment projects in the field of surveying, exploring, exploiting, and processing minerals; Investment projects for building production, processing, and manufacturing facilities; Investment projects for building and trading real estate and infrastructure. Documents may include: Investment licenses or equivalent documents of the country or territory receiving the investment, which include the location and scale of land use; Decision on land allocation or land lease of competent agencies and organizations; Bidding contracts, contract contracts, or land allocation or land lease contracts; Investment and business cooperation contracts, which identify the location and scale of land use; Agreement in principle on land allocation, land lease, business location lease, investment and business cooperation agreement of competent agencies, organizations and individuals in the country or territory receiving the investment.
• Decision to invest abroad.
• 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.
• Authorization letter for Viet An Law.

Agency receiving and processing documents

The agency receiving and processing the dossier: the Ministry of Planning and Investment from February 18, 2025, is the Ministry of Finance.

Procedures for granting foreign investment certificates

To be granted a certificate of offshore investment, investors must follow these steps:

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.

Change of Offshore Investment Certificate in Vietnam

When investors have changes in the contents of the offshore investment certificate, they need to carry out procedures to change and adjust the offshore investment certificate.

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.

The above are the provisions of Vietnamese law on procedures for granting Offshore Investment Certificate in Vietnam. In addition to the provisions of Vietnamese law, investors need to carefully study the laws of the country receiving the application to carry out the procedures for applying for Offshore Investment Certificates quickly and conveniently. For more information, please contact Viet An Law Firm for detailed support and advice!