KEY CHANGES TO OUTBOUND INVESTMENT REGIME UNDER VIETNAM’S DECREE NO. 103/2026/NĐ-CP

On 31 March 2026, the Vietnamese Government issued Decree No. 103/2026/ND-CP on outbound investment (“Decree 103”), which took effect on 3 April 2026. Decree 103 provides detailed guidance on Articles 41, 42, 43, 48, and 52 of the Investment Law No. 143/2025/QH15 (“Investment Law 2025”), which came into force on 1 March 2026 replacing the Investment Law 2020.

Notably, this marks the first time the Vietnamese Government has issued a dedicated decree specifically governing outbound investment – a significant step toward systematising the regulatory framework in this area. Decree 103 supersedes Chapter VI of Decree No. 31/2021/ND-CP (“Decree 31/2021”), which had previously covered outbound investment within a broader implementing decree.

This Legal Update summarises some key changes introduced by Decree 103 that are of particular relevance to foreign investors and Vietnamese enterprises engaged in cross-border investment activities.

1. Changes to Investor Legal Status Documentation
Article 3.8 of Decree 103 updates the documentary requirements for establishing an investor’s legal status. While certified copies of personal identification or establishment documents remain the foundation – and Decree 103 now expressly permits the use of legally equivalent database extracts as an alternative – the specific requirements have been refined by investor category.

Vietnamese citizens need only supply their national identification number; references to the national identity card, citizen identity card or valid passport have been removed. Foreign nationals must provide a certified copy of a valid passport or other equivalent personal identification document. Enterprises incorporated in Vietnam must now include their enterprise registration code, while other organisations not incorporated as Vietnamese enterprises may satisfy the requirement with other legally equivalent documents – a category that was previously undifferentiated from ordinary organisations.

Practical Note

The express recognition of database extracts as legally equivalent documentation reflects Vietnam’s broader transition towards digital and paperless administrative procedures, reducing the burden of physical document preparation.

2. Updated Conditions for Outbound Investment

Article 15 of Decree 103 consolidates the conditions for outbound investment registration, largely carrying over existing requirements: compliance with the Investment Law 2025 and relevant international treaties; exclusion from prohibited sectors and satisfaction of any conditions applicable to conditional sectors; a valid outbound investment decision; and a tax authority confirmation of tax compliance issued no more than three months before the dossier submission date.

Notably, Decree 103 removes the previous requirement to submit a foreign currency self-arrangement commitment or a credit institution’s foreign currency commitment for projects not subject to Prime Minister review. Such commitments remain required only for large-scale projects requiring Prime Minister approval.

Additional conditions now apply specifically to enterprises incorporated in Vietnam in which foreign investors hold more than 50% of charter capital, when those enterprises undertake third-country investments from Vietnam. Such entities must: (i) use only equity capital, excluding capital already deployed to projects in Vietnam; (ii) demonstrate profitable operations for each of the two consecutive fiscal years immediately preceding the registration year, as evidenced by audited financial statements; and (iii) where newly-contributed capital is to be used, obtain the Outbound Investment Registration Certificate (“OIRC”) before completing the capital increase and contributing the full charter capital in Vietnam.

Practical Note

The tightened conditions for foreign-majority-owned enterprises reflect the regulator’s intent to prevent capital round-tripping and ensure that outbound investments are genuinely backed by available equity rather than capital already committed domestically.

3. Procedure for Issuance of OIRCs – Projects Requiring Prime Minister Approval

Article 20 of Decree 103 establishes a defined procedural timeline for projects subject to Prime Minister approval – broadly, those with investment capital of VND 1,600 billion or above, or those seeking special support mechanisms.

The investor registers information on the National Investment Information System and submits one original dossier (with an electronic copy) to the Ministry of Finance (“MoF”). Within two working days of receiving a complete dossier, MoF circulates it to the relevant authorities for comment, which must respond within seven working days. MoF then has ten working days from receipt of all comments to submit a report to the Prime Minister covering the investor’s legal status, satisfaction of registration conditions, and financial capacity. The Prime Minister has ten working days to consider and issue a decision.

If approved, MoF must issue the OIRC and notify the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the relevant line ministry, the relevant provincial People’s Committee and the competent tax authority within three working days. If approval is declined, MoF must issue a written refusal with reasons within three working days of receiving the Prime Minister’s response.

Practical Note

The abolition of the separate in-principle approval (chap thuan chu truong) stage – previously required from the National Assembly or the Prime Minister under the Investment Law 2020 – significantly streamlines the process. Investors may now proceed directly to OIRC registration at MoF, with the Prime Minister’s review integrated into that process for large projects.

4. Standardised Nine-Digit Project Code

Article 9 of Decree 103 introduces a standardised format for outbound investment project codes, replacing the unspecified auto-generated number under Article 37 of Decree 31/2021/ND-CP.

Each project code now comprises nine digits: the first four digits correspond to the year in which the OIRC is issued, followed by a five-digit sequential number starting from 00001. The code is generated automatically by the National Outbound Investment Information System, recorded on the OIRC, and remains unique to and unchanged throughout the life of each project. No code may be reused or assigned to another project.

Practical Note

The standardised format improves traceability and administrative efficiency, providing a single permanent reference number that follows a project from initial registration through its entire operational life.

5. Profit Repatriation – Extended Timeframe and New Swap Mechanism

Article 34 of Decree 103, implementing Article 43 of the Investment Law 2025, materially revises the obligations governing profit repatriation.

Investors must repatriate all profits and other income from outbound investment activities within 12 months from the date on which profits are distributed, unless the investor elects to retain profits for reinvestment under Article 33 (e.g., to continue contributing registered capital, to increase investment capital, or to undertake a new project abroad). This represents a significant liberalisation compared to the previous six-month deadline, which ran from the date of the annual tax finalisation report or equivalent document under the host country’s law. Where an investor cannot remit within the initial period, prior written notification to MoF and the State Bank of Vietnam is required; the deadline may then be extended by up to a further 12 months. Failure to remit or notify in time, or failure to remit within the extended period, will attract administrative penalties.

Practical Note

The extended 12-month repatriation window (measured from profit distribution rather than from tax finalisation) gives businesses considerably more flexibility to manage cash flow and host-country obligations before remitting. The swap mechanism provides an additional structuring option for investors with matched onshore-offshore financial exposures.

A newly introduced mechanism permits investors to use their distributed profit share to offset obligations arising abroad against a counterparty that has operations in Vietnam (a “swap” arrangement). To qualify, the investor must: (i) have notified the State Bank of Vietnam and MoF in accordance with applicable regulations; (ii) comply with foreign exchange management, investment and related laws; (iii) fully discharge all Vietnamese tax obligations arising from the swap, including any obligations attributable to the foreign counterparty; and (iv) not use the swap to facilitate tax evasion, tax avoidance or any breach of tax, foreign exchange or other applicable law.

By Minh Quan, Associate, Midland & Partners