Initial Foreign Exchange Transaction Registration for Outbound Investment Activities Not Subject to Outbound Investment Registration Certificate

In 2026, Circular 34/2026/TT-NHNN established a specific procedure for investors conducting outbound investment activities that are not required to obtain an Outbound Investment Registration Certificate (“OIRC”).

Although not required to carry out the procedure for obtaining an Outbound Investment Registration Certificate, investors must pay particular attention to the initial foreign exchange transaction registration procedure prior to transferring capital abroad, as follows:

1. Cases Not Required to Obtain an OIRC (Article 18, Decree 103/2026/ND-CP)

– Outbound investment projects with an outbound investment capital of less than VND 7 billion and not falling under conditional outbound investment sectors as prescribed in Clause 1, Article 41 of the Law on Investment.

– Outbound investment projects related to national defense and security, implemented pursuant to agreements between the Government of Vietnam and foreign governments as prescribed in Point b, Clause 3, Article 42 of the Law on Investment. Such agreements include inter-governmental treaties or bilateral institutional agreements approved by the Government.

– Outbound investment projects of state-owned economic groups and general corporations listed in Appendix I of Decree No. 366/2025/ND-CP dated December 31, 2025 of the Government on the management and investment of state capital in enterprises.

– Outbound investment projects of other economic organizations as prescribed in Point c, Clause 3, Article 42 of the Law on Investment that are not subject to reporting to the Prime Minister for consideration and approval under Clause 2, Article 17 of Decree 103/2026/ND-CP, and that satisfy all of the following conditions:

The enterprise qualifies as a large-scale enterprise as defined under Decree No. 90/2025/ND-CP dated April 14, 2025, amending and supplementing certain articles of Decree No. 17/2012/ND-CP dated March 13, 2012 of the Government detailing and guiding the implementation of certain articles of the Law on Independent Auditing.

Uses self-owned foreign currency sources when transferring investment capital in foreign currency, and does not use borrowed capital for outbound investment.

Has been profitable for 2 consecutive years immediately preceding the year of investment. Business results are determined based on the consolidated financial statements of the economic organization.

Has had at least 2 outbound investment projects with profits remitted back to Vietnam.

2. Authority and Principles for Initial Foreign Exchange Transaction Registration for Cases Not Obtaining an OIRC

2.1. Confirming Authority (Clauses 1 and 2, Article 12, Circular 34/2026/TT-NHNN)

The State Bank of Vietnam confirms the initial foreign exchange transaction registration for the following projects:

– Outbound investment projects where the investor is a credit institution.

– The following outbound investment projects:

Outbound investment projects related to national defense and security, implemented pursuant to agreements between the Government of Vietnam and foreign governments as prescribed in Point b, Clause 3, Article 42 of the Law on Investment. Such agreements include inter-governmental treaties or bilateral institutional agreements approved by the Government.

Outbound investment projects of state-owned economic groups and general corporations listed in Appendix I of Decree No. 366/2025/ND-CP dated December 31, 2025 of the Government on the management and investment of state capital in enterprises.

Outbound investment projects of other economic organizations as prescribed in Point c, Clause 3, Article 42 of the Law on Investment that are not subject to reporting to the Prime Minister for consideration and approval under Clause 2, Article 17 of this Decree, and that satisfy all of the following conditions:

The enterprise qualifies as a large-scale enterprise as defined under Decree No. 90/2025/ND-CP dated April 14, 2025, amending and supplementing certain articles of Decree No. 17/2012/ND-CP dated March 13, 2012 of the Government detailing and guiding the implementation of certain articles of the Law on Independent Auditing.

Uses self-owned foreign currency sources when transferring investment capital in foreign currency, and does not use borrowed capital for outbound investment.

Has been profitable for 2 consecutive years immediately preceding the year of investment. Business results are determined based on the consolidated financial statements of the economic organization.

Has had at least 2 outbound investment projects with profits remitted back to Vietnam.

– The Regional State Bank where the investor being an organization (other than a credit institution) has its head office, or where the investor being an individual has his/her permanent residence, confirms the initial foreign exchange transaction registration in the following cases:

Projects with outbound investment capital of VND 7 billion or more, or projects in conditional outbound investment sectors as prescribed in Clause 1, Article 41 of the Law on Investment.

Projects proposing the application of special support policy mechanisms.

Outbound investment projects with an outbound investment capital of less than VND 7 billion and not falling under conditional outbound investment sectors as prescribed in Clause 1, Article 41 of the Law on Investment.

2.2. Registration Principles (Article 13, Circular 34/2026/TT-NHNN)

Investors shall carry out the initial foreign exchange transaction registration with the State Bank of Vietnam or the Regional State Bank upon satisfying all of the following requirements:

Has been granted an automatic dossier declaration code on the National Investment Information System.

Has received approval or a license from the competent authority of the recipient country, or holds documents proving the right to conduct investment activities in the recipient country in accordance with the laws of that country.

Has opened an investment capital account at one (01) authorized bank as prescribed.

The initial foreign exchange transaction registration must be completed prior to the investor transferring investment capital in cash abroad, or prior to conducting transactions for repatriation of capital, profits, and other lawful proceeds (applicable to cases where no monetary capital transfer abroad occurs) through the investment capital account opened at one (01) authorized bank.

3. Dossier, Sequence, and Procedures for Initial Foreign Exchange Transaction Registration

3.1. Dossier for Initial Foreign Exchange Transaction Registration (Clause 1, Article 15, Circular 34/2026/TT-NHNN)

– The Initial Foreign Exchange Transaction Registration form as per Appendix No. 02 issued together with this Circular.

– A written confirmation from the tax authority certifying the investor’s fulfillment of tax obligations. The tax authority’s confirmation must be dated no more than three (03) months prior to the date of submission of the initial foreign exchange transaction registration dossier.

– Documents evidencing the legal status of the investor, including:

Personal identification number for individuals who are Vietnamese citizens.

A certified true copy of a valid passport or other personal identification document for individuals of foreign nationality.

Enterprise registration number for enterprises established in Vietnam.

A certified true copy of one of the following documents: Enterprise Registration Certificate, Establishment Certificate, Establishment Decision, or other documents of equivalent legal validity, for other organizations.

– Investment approval or license issued by the competent authority of the recipient country, accompanied by a reference to the relevant regulations of the recipient country corresponding to the investment form of the project. In cases where the law of the recipient country does not require an investment license or approval, or where a license is only granted after the investor has fulfilled the capital transfer commitment, or where the investment approval or license issued by the competent authority of the recipient country does not contain sufficient information on investment capital, investment form, or other required details of the investment activity, the investor shall submit documents proving the right to conduct investment activities in the recipient country, including one of the following:

Enterprise Registration Certificate, Legal Entity Establishment Certificate, or tax registration confirmation issued by the competent authority of the recipient country to the economic organization implementing the project abroad.

Investment agreement or contract with the foreign partner, or the charter, resolution, or equivalent document of the economic organization established in the recipient country; or agreement, contract, or other documents evidencing capital contribution, share purchase, or capital interest acquisition, or documents of equivalent legal validity reflecting the investment form in accordance with the laws of the recipient country. In such cases, the investor shall also provide documents proving the legal status of the foreign partner, the economic organization abroad, or the shareholders of the economic organization abroad in which the investor contributes capital, purchases shares, or acquires capital interests.

Other lawful documents as prescribed by the laws of the recipient country proving the right to conduct investment activities.

– A written confirmation from the authorized bank regarding the pre-investment account, investment capital account, and status of foreign exchange transactions, clearly stating the project code, account number, account name, currency type, account opening date, timing and amount of each pre-investment transfer (if any) up to the confirmation date, and the automatic dossier declaration code.

3.2. Dossier Requirements (Clauses 4 and 5, Article 20, Circular 34/2026/TT-NHNN)

The Initial Foreign Exchange Transaction Registration document, the Foreign Exchange Transaction Change Registration document, and the investor’s commitment letter must be originals.

Documents issued by competent Vietnamese authorities or confirmed by authorized banks for the investor must be originals, certified copies from the original register, notarized copies, or copies accompanied by the original for comparison.

Documents issued by the competent authority of the recipient country must be originals, certified copies, or printed copies from an electronic version, in cases where the document is issued in electronic form in accordance with the laws of the recipient country. Where the investor uses a printed copy from an electronic version, the investor must submit an accompanying commitment letter accepting legal responsibility for the accuracy, completeness, and lawfulness of the documents provided.

Charters, resolutions, decisions, and other documents of equivalent value of the foreign partner or the economic organization abroad, or documents proving the right to conduct investment activities in the recipient country; investment contracts or agreements, or other documents signed between the investor and the foreign partner, or documents relating to the investor’s outbound investment decision must be originals, certified copies, or copies bearing the investor’s certification that they are copied from the original.

An additional copy of the relevant decision, program, or plan of a competent state authority must be submitted in cases of sports training and competition, trade promotion, product exhibition and display; use as props in cultural or artistic activities; or activities conducted pursuant to programs or plans of the Ministry of National Defence or the Ministry of Public Security.
Where components of the dossier are originally in a foreign language, they must be translated into Vietnamese, except for proper names of individuals, foreign economic organizations, or locations. Vietnamese translations must bear the translator’s authenticated signature in accordance with Vietnamese law, except for investment contracts, investment agreements, or other documents signed between the investor and the foreign partner.
Investment contracts, investment agreements, or other documents signed between the investor and the foreign partner may be self-translated by the investor, confirmed, and the investor shall bear legal responsibility for the accuracy of the translation.

3.3. Sequence and Procedures (Article 21, Circular 34/2026/TT-NHNN)

– The investor submits one (01) set of initial foreign exchange transaction registration dossier to the Regional State Bank.

– From the date of receipt of a complete and valid dossier, within thirty (30) working days for projects not subject to the issuance of an Outbound Investment Registration Certificate, the Regional State Bank shall send the investor a written confirmation of the initial foreign exchange transaction registration, a written confirmation of the foreign exchange transaction change registration, or a refusal notice; and shall simultaneously send a copy to the Ministry of Finance. In case of refusal, the Regional State Bank shall issue a written notice clearly stating the reasons.

Within three (03) working days from the date of receipt of a complete dossier, the competent police authority shall issue the license.

In the event that the license is not granted, the competent police authority shall respond in writing clearly stating the reasons.

Submission date: 20/6/2026

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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.

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