Author:
- Tran Phuong Nam – Lawyer
- Ho Thanh Quang – Paralegal
Outward investment from Vietnam is increasingly becoming an important trend in the development strategies of many Vietnamese enterprises. This activity not only helps enterprises expand markets and access advanced technologies, but also contributes to bringing foreign currency back to Vietnam and enhancing the country’s economic position in the international arena. In line with this orientation, the Investment Law 2025 (effective from 01 March 2026) introduces several notable changes to outward investment. The new regulations focus on streamlining administrative procedures and narrowing the cases requiring the issuance of an Outward Investment Registration Certificate, thereby creating more favorable conditions for Vietnamese enterprises to implement projects in international markets.
1. Reduction of administrative procedures related to outward investment
A prominent new point of the Investment Law 2025 is the abolition of the investment policy approval requirement for outward investment and the narrowing of the scope of projects required to obtain an Investment Registration Certificate. Previously, many outward investment projects had to go through the investment policy approval process, which prolonged the project preparation timeline. However, under the new regulations, investors are no longer required to undertake this procedure, thereby significantly reducing administrative time and costs. This is considered an important step in improving the investment environment and enhancing the competitiveness of Vietnamese enterprises in the international market.
Under the Investment Law 2025, investors are only required to carry out procedures for obtaining an Outward Investment Registration Certificate in the following cases:
(1) Projects with outward investment capital reaching the threshold prescribed by the Government;
At present, there is no official document specifically stipulating the capital threshold for cases requiring an Outward Investment Registration Certificate. However, the latest draft (the fourth version) of the Decree on outward investment (“Draft”) provides that projects with capital of VND 20 billion or more must undergo licensing procedures.
(2) Investment projects in sectors classified as conditional outward investment sectors, including:
a) Banking;
b) Insurance;
c) Securities;
d) Press, radio, and television broadcasting;
đ) Real estate business.
These sectors have significant impacts on the financial system, information flow, and markets; therefore, outward investment in these sectors requires stricter management.
(3) For outward investment projects with large capital scale or projects proposing the application of special support mechanisms and policies, the Ministry of Finance shall report to the Prime Minister for consideration and approval prior to the issuance or adjustment of the Outward Investment Registration Certificate.
Currently, the Investment Law 2025 does not define what constitutes a project with a large capital scale. However, based on the Draft, projects with capital of VND 1,600 billion or more fall into the category that must be submitted to the Prime Minister for consideration.
In addition to the special cases mentioned above, a key breakthrough of the Investment Law 2025 lies in the significant narrowing the scope of projects required to obtain an Outward Investment Registration Certificate. Specifically, pursuant to Clause 3 Article 42 of the Investment Law 2025, investors are exempted from this procedure for the following projects:
(i) Projects with outward investment capital lower than the threshold prescribed by the Government and not belonging to the list of conditional outward investment sectors;
(ii) Outward investment projects associated with national defense and security tasks, implemented on the basis of agreements between the Government of Vietnam and the governments of relevant countries;
(iii) Outward investment projects of economic groups, state corporations, and other economic organizations as prescribed by the Government.
For the group of exempted projects, investors are only required to carry out procedures for the registration of foreign exchange transactions related to outward investment in accordance with the law on foreign exchange management, instead of conducting investment licensing procedures as previously required.
2. Foreign exchange capital management: What should enterprises proactively prepare?
Although the procedures for obtaining investment licenses have been significantly streamlined, the transfer of capital abroad by enterprises remains strictly regulated in terms of foreign exchange management. Therefore, to ensure the smooth circulation of capital flows, enterprises should pay particular attention to the following:
– Proactive preparation of documentation for investment capital transfers: Especially for projects exempted from the Outward Investment Registration Certificate, the Confirmation of Foreign Exchange Transaction Registration will be the most important legal basis. To avoid disruption of capital flows, enterprises should prepare transparent and complete documentation to enable banks to promptly carry out the necessary procedures:
- Determination and appraisal of the total investment capital of the project;
- Verification of the disbursement schedule and the lawful purpose of capital use;
- Conduct of overseas fund transfers in compliance with applicable regulations.
– Ensuring transparency in the repatriation of profits to Vietnam: Enterprises should develop a clear plan for transferring profits from overseas projects back to Vietnam, as credit institutions will closely supervise this process to ensure compliance with current regulations on foreign exchange management.
Understanding the control mechanisms of the banking system and proactively preparing foreign exchange documentation not only helps enterprises optimize disbursement timelines but also protects them from potential legal risks when implementing projects in international markets.
With these new regulations, the Investment Law 2025 is expected to create a significant shift in the management mechanism for outward investment from Vietnam. The streamlining of administrative procedures and the narrowing of projects requiring licensing not only reduces the procedural burden for enterprises but also facilitates Vietnamese enterprises in proactively expanding their investment activities into international markets. This is considered one of the important reforms aimed at enhancing the position and competitiveness of Vietnamese enterprises in the context of global economic integration.
Time of writing: 12/03/2026
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You can refer for more information:
- Invalid Arbitration Agreements: Common Causes and Ways for Enterprises to Prevent Risks
- Legal Regulations Regarding Electronic Evidence In Civil Proceedings
- Applying the force majeure clause to exempt liability under the contract
- Conditions for Granting a License for Establishment of a Representative Office of Foreign Traders in Vietnam
- Closure of a Representative Office of a Foreign Trader in Vietnam
