Vietnam Offshore Investment 2026: Decree 103 New License Exemptions

On March 31, 2026, the Government issued new Vietnam offshore investment 2026: Decree 103 new license exemptions, replacing Chapter VI of Decree 31/2021/ND-CP. The official enactment of Decree 103/2026/ND-CP creates a “golden opportunity” by allowing projects with a total investment capital of less than 7 billion VND (approximately $275,000 – $280,000) to be exempt from applying for an offshore Investment Registration Certificate. This is a significant milestone that helps enterprises save time, reduce administrative costs, and optimize capital flow. In the following section, Viet An Law will provide detailed updates on Vietnam investment law 2026: Projects under 7 billion VND no longer require an offshore investment certificate.

Overview of Vietnam offshore investment 2026: Decree 103 new license exemptions

Effective April 3, 2026: Investment Certificate exemption for Projects under 7 billion VND outward investment

Effective April 3, 2026: Investment Certificate exemption for Projects under 7 billion VND outward investment

Previous regulations in Decree 31/2021/ND-CP

According to Decree No. 31/2021/ND-CP, all forms of overseas investment under Article 68 require the issuance of an offshore investment certificate.

Furthermore, according to point c, clause 2, Article 78 of Decree No. 31/2021/ND-CP, in the case of issuing an offshore IRC for a project not subject to approval of overseas investment policy, if the amount of foreign currency transferred abroad is equivalent to 20B VND or more, the Ministry of Finance must obtain written opinions from the State Bank of Vietnam.

Draft Decree on Vietnam offshore investment procedure (previously)

Previously, the draft Decree on offshore investment, developed by the Ministry of Finance to guide the Law on Investment 2025 and replace Decree 31/2021/ND-CP, proposed abolishing the procedure for issuing offshore investment certificate for projects under 20 billion VND.

Projects below this threshold would not require a certificate but would be managed through foreign exchange transaction registration at banks.

Official regulations are stipulated in Decree 103/2026/ND-CP

According to Clause 1, Article 18 of Decree No. 103/2026/ND-CP, the following cases are exempt from the procedure for obtaining an offshore investment certificate:

““1. Offshore investment projects with an offshore investment capital of less than 7 billion VND and not belonging to sectors or professions subject to overseas investment conditions as stipulated in Clause 1, Article 41 of the Law on Investment.”

At the same time, Clause 1, Article 17 (Authority to issue, amend, and terminate the validity of offshore investment certificate) of Decree 103/2026/ND-CP stipulates:

“1. The Ministry of Finance shall issue, amend, and terminate the validity of offshore investment certificates for projects with overseas investment capital of 7 billion VND or more, or projects in sectors subject to offshore investment conditions as stipulated in Clause 1, Article 41 of the Law on Investment, except for projects specified in Article 18 of this Decree.”

Thus, the initial draft maintained a threshold of 20 billion VND for exemption from the issuance of an offshore investment certificate, but the officially issued Decree 103/2026/ND-CP lowered the threshold to 7 billion VND (Clause 1, Article 17 and Clause 1, Article 18 of Decree 103/2026/ND-CP). This regulation is stricter than the draft but more lenient than Decree 31/2021/ND-CP (previously, all projects required an offshore investment certificate).

Impact of Decree 103/2026: Investment registration certificate Vietnam exemption for projects under 7B VND

Impact on enterprises and investors

• Optimized investment time and speed: Previously, under Decree 31/2021/ND-CP, all projects, large or small, had to wait for the investment certificate issuance process (which often took weeks or months). With the new regulations, small projects can skip this step, helping enterprises quickly seize business opportunities when the international market fluctuates.
• Reduced compliance costs: Reducing the number of licensing documents means reducing the costs of preparing legal documents, notarized translations, and consulting fees. This is especially beneficial for startups or enterprises wanting to open representative offices or small stores abroad.
• Promoted market testing: With a threshold of 7 billion VND, enterprises can easily conduct market research projects and seed investments to survey demand before deciding to invest large amounts of capital. This reduces the overall risk for overseas investment flows.

Impact on State management

• Shifting from “pre-audit” to “post-audit”: Instead of strict control from the outset, state agencies are shifting to supervision through the registration of foreign exchange transactions at the banking system. This reduces administrative pressure on regulatory agencies.
• Strengthening the role of the Banking System: Commercial banks now act as the main gatekeepers. Managing capital flows through the registration of foreign exchange transactions allows the State to still monitor the amount of foreign currency flowing out, but with a more streamlined process for the public.
• Deliberate caution: Lowering the threshold from VND 20 billion (in the draft) to 7 billion VND ensures that medium-sized and larger capital flows are still thoroughly assessed to prevent foreign currency outflow or disguised investments.

Legal challenges and risks to be aware of

Although the process is simpler, enterprises need to be aware of the following legal “traps”:

• Self-assessment of business sectors: Investors are responsible for determining whether their project falls under conditional investment sectors (according to Article 41 of the Law on Investment). If the project is on this list but the business proceeds without obtaining an offshore IRC, it will face the risk of severe penalties and suspension of transactions.
• Capital flow risk: The lack of an offshore IRC can cause difficulties in some cases when working with the authorities of the host country (where the investment is received) if they require proof that the Vietnamese government has officially approved the project.
• Periodic reporting responsibility: Exemption of IRC for small-scale offshore projects does not mean exemption from reporting. Investors must still comply with regulations on the registration of foreign exchange transactions as stipulated in the foreign exchange management guidelines.

Other highlights of Vietnam outward investment regulations 2026 under Decree 103/2026/ND-CP

Other highlights of Vietnam outward investment regulations 2026 under Decree 103/2026/ND-CP

Investment capital (Article 6)

• Added regulations on exchange rates: Foreign investment capital will be calculated in VND according to the selling exchange rate at the time of application preparation and at the time of application submission. This aims to resolve difficulties when projects that do not require Prime Minister approval exceed the threshold due to exchange rate fluctuations.
• Added provisions on the form of swapping shares/capital contributions/projects between Vietnamese and foreign economic organizations (previously, Decree 1/2021/ND-CP did not include this provision).

Cases of exemption from offshore investment registration certificates (Article 18)

Beyond the 7 billion VND threshold, Decree 103/2026/ND-CP adds three new exemption cases:

• Defense and security projects under intergovernmental agreements;
• Projects of state-owned corporations/companies listed in Decree 366/2025/ND-CP;
• Projects of large-scale enterprises meeting four conditions: large scale according to Decree 90/2025/ND-CP; using self-owned foreign currency; profitable for two consecutive years; having at least two profitable foreign investment projects repatriated to Vietnam.

Additional conditions for economic organizations with more than 50% foreign capital (Clause 5, Article 15)

Investor categories (Article 5)

It should be clearly stated that household businesses and individuals holding Vietnamese nationality are among the categories of investors permitted to conduct overseas investment activities.

Online procedures (Articles 25 and 26)

Additional regulations have been added regarding the online issuance/amendment of offshore IRC on the National Investment Information System. Specifically, for projects with foreign investment capital that do not require Prime Minister approval and do not fall under conditional foreign investment sectors, investors may choose to submit paper documents or submit online documents through the National Investment Information System.

Vietnam capital transfer abroad rules (Article 32)

Clause 3 of Article 32 specifies 12 types of expenses that can be transferred abroad before licensing (market research, surveys, bidding, M&A, etc.), with a limit of ≤ 5% of total foreign direct investment capital and ≤ 300,000 USD.

Repatriation of profits (Article 34)

• Duration: 12 months from the date of profit distribution
• Extension: Up to an additional 12 months if prior notice is given to the Ministry of Finance and the State Bank of Vietnam

Addition of cases for project termination (Article 28)

Additional termination clause: more than 24 months (previously 12 months) from the date of issuance of the offshore IRC without implementation and without adjustment of the progress schedule.

Why Viet An Law is your trusted partner for outward investment

Choosing a reputable legal consulting firm is crucial to ensuring capital safety and adherence to the company’s internationalization roadmap. Below are the key reasons why Viet An Law is a trusted partner in overseas investment consulting:

Thorough understanding and up-to-date knowledge of the latest regulations

Viet An Law is always at the forefront of updating important legal changes. For example, our thorough understanding of the regulations in Decree 103/2026/ND-CP helps enterprises maximize their advantages:

• Consulting on project classification to qualify for exemption from Investment Registration Certificates for investments under 7 billion. VND
• Providing detailed guidance on the process of registering foreign exchange transactions at banks for small-scale projects, saving enterprises time and costs.

A team of experts with extensive practical experience

With a solid foundation in Law on Investment, Law on Enterprises, and foreign exchange management law, Viet An Law possesses a team of lawyers capable of handling complex cases:

• Assessing the feasibility and legal risks of projects in the host country.
• Thoroughly reviewing the list of conditional investment sectors to ensure investors do not violate legal barriers from the preparation stage.

Comprehensive and integrated consulting solutions

Viet An Law’s services go beyond simply obtaining licenses; they offer a comprehensive support process:

• Preparation Phase: Consulting on investment structure and preparing financial capacity documents.
• Implementation Phase: Handling procedures for obtaining Investment Certificates (for projects over 7 billion VND) or assisting with foreign exchange transaction registration at the State Bank of Vietnam.
• Post-license phase: Consulting on periodic reporting obligations regarding capital utilization and profits repatriated to Vietnam, ensuring the enterprise always complies with foreign exchange management regulations.

Optimizing Administrative Procedures

Viet An Law stands out for its ability to process applications quickly and professionally. Thanks to our understanding of the working procedures of relevant agencies such as the Ministry of Planning and Investment, the Ministry of Finance, and the State Bank of Vietnam, we help minimize unnecessary errors, thereby shortening waiting times for investors.

Commitment to confidentiality and protection of client rights

In international investment, strategic information security is a top priority. Viet An Law is committed to absolute confidentiality of client data and always puts the interests of investors first by providing early warnings about capital flow risks or policy changes in target markets.

Multilingual consulting and international connection support

With a wide network of partners, Viet An Law is able to assist investors in handling international legal documents, providing certified translations, and connecting them with consulting firms in host countries, creating a solid foundation for enterprises to expand internationally.

For clients who wish to learn more about investment conditions or need assistance with procedures for registering foreign exchange transactions and obtaining overseas investment certificates under the latest regulations in Decree 103/2026/ND-CP, please contact Viet An Law. We are always ready to partner with businesses to optimize their path to international expansion safely and sustainably!