Outward investment with capital under 7 billion VND to establish a company operating in non-conditional business lines

According to the provisions of the Law on Investment 2020, an Investor transferring investment capital from Vietnam abroad to conduct business investment activities must apply for an Outward Investment Registration Certificate (“OIRC”), regardless of the investment capital amount or whether the business lines abroad are conditional or not. 

However, the Law on Investment 2025 (effective from March 1, 2026) and Decree No. 103/2026/ND-CP (effective from April 3, 2026) have minimized administrative procedures related to outward investment activities. According to Clause 1 Article 18 of Decree No. 103/2026/ND-CP, for outward investment projects with a capital level under 7 billion VND that do not fall under conditional outward investment business lines or business lines prohibited from outward investment, the Investor is not required to perform procedures for the issuance of an OIRC. 

  • Conditional outward investment business lines include: Banking; Insurance; Securities; Press, radio, television; Real estate business. 
  • Business lines prohibited from outward investment include: Business lines specified in Article 6 of the Law on Investment 2025 and relevant international treaties to which Vietnam is a member; business lines with technologies or products prohibited from export under the law on foreign trade management; business lines prohibited from business investment under the law of the investment-receiving country. 

In such cases, the Investor shall perform investment procedures according to the following sequence: 

(i) Step 1: Declaration of investment project information  

  • Pursuant to Clause 5 Article 18. of Decree No. 103/2026/ND-CP, the Investor shall declare project information (including capital structure: cash and assets) on the National Investment Information System at fdi.gov.vn before performing procedures for foreign exchange transaction registration in accordance with the law on foreign exchange management.
  • After declaration, the system will automatically issue an application code, which also serves as the project code for cases where an OIRC is not issued. In case the National Investment Information System encounters an error and cannot automatically issue an application code, the Investor shall send a written request for an application code to the agency under the Ministry of Finance that has been delegated the authority to issue and adjust OIRCs. 

(ii) Step 2: Performance of administrative procedures to establish a Company Abroad 

  • The Investor shall perform procedures to establish the company in accordance with the laws of the host country (applying for a business license, opening bank accounts, etc.). 
  • Additionally, Clause 3 Article 32 of Decree No. 103/2026/ND-CP stipulates that Investors are permitted to transfer money, goods, machinery, and equipment abroad before being granted a Foreign Exchange Transaction Registration Confirmation to meet the costs of forming the investment project. The remittance limit shall not exceed 5% of the total outward investment capital and not exceed 300,000 USD, which shall be included in the total outward investment capital. 
  • Within 60 days from the date the Company Abroad is granted an establishment license, the Investor must send a written notice on the performance of investment activities, enclosed with a copy of the investment project approval document or documents proving the right to conduct investment activities, to the Ministry of Finance, the State Bank of Vietnam, and the Vietnamese representative agency abroad. 

(iii) Step 3: Opening an investment capital account in Vietnam 

  • The Investor shall open one Outward Investment Capital Account at a commercial bank operating in Vietnam for the purpose of transferring capital abroad. 

(iv) Step 4: Requesting foreign exchange transaction registration confirmation 

  • The Investor shall submit a dossier requesting a Foreign Exchange Transaction Registration Confirmation related to outward investment activities at the Regional Branch of the State Bank in accordance with Article 9 and Article 10 of Circular No. 12/2016/TT-NHNN (as amended by Articles 27, 28, and 29 of Circular No. 78/2025/TT-NHNN). In case the Company Abroad involves multiple Investors, each Investor must open a separate investment capital account to transfer capital abroad within the scope of the total investment capital and the capital contribution ratio of each Investor. 
  • Note: The State Bank has not yet issued a guiding circular for outward investment projects that are not subject to the issuance of an OIRC. Therefore, the performance of procedures for requesting a Foreign Exchange Transaction Registration Confirmation still applies the provisions of Circular No. 12/2016/TT-NHNN and Circular No. 78/2025/TT-NHNN; the Regional Branch of the State Bank may seek opinions from relevant agencies, and the processing time for the dossier may be extended. 

(v) Step 5: Transferring investment capital from Vietnam abroad 

  • After being granted the Foreign Exchange Transaction Registration Confirmation, the Investor shall transfer the capital contribution from the Outward Investment Capital Account in Vietnam to the account of the Company Abroad according to the schedule registered with the Regional Branch of the State Bank. 
  • After completing the above steps, the Investor has finalized the legal procedures in Vietnam for outward investment. In case of changes in investment capital, business lines, or other registered investment information, the Investor is responsible for updating the changed information on the National Investment Information System. 

Date submission: 20/6/2026

Related posts

  1. Small and medium-sized FDI enterprises exempted from corporate income tax for the first 03 years of establishment
  2. Procedures for Establishing a Preparatory Committee for the Establishment of an Association under Decree No. 126/2024/ND-CP
  3. New method for establishing a Foreign-invested company under The 2025 Law on Investment

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Business and Investment and contact our team of lawyers in Vietnam via email info@apolatlegal.com.



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