Author:

Tran Phuong Nam – Lawyer

Nguyen Thanh Long  – Legal Department

In the context of global integration, overseas investment represents a significant step in affirming the position of Vietnamese enterprises in the international market. However, in order to ensure financial security and legal compliance, investors must overcome certain legal barriers. Pursuant to the Law on Investment 2025 and Decree No. 103/2026/ND-CP, this article outlines the necessary and sufficient conditions for carrying out overseas investment projects.

1. Necessary Conditions: The Enterprise’s Internal Prerequisites

Before conducting overseas investment activities, an enterprise must conduct a self-assessment and satisfy the following conditions:

• Regarding investment sectors and business lines:
  • Not falling within prohibited sectors: The project must not involve any sector or business line prohibited from overseas investment (such as the trading of narcotic substances, toxic chemicals, wildlife specimens, prostitution-related activities, human trafficking, etc.).
  • Compliance with sector-specific requirements: In cases where the investment is made in conditional sectors or business lines (for instance, banking, insurance, securities, journalism, broadcasting, television, or real estate business), the investor must satisfy the specific requirements prescribed by the relevant specialized laws and regulations.
• Regarding financial capacity and capital sources: The investor shall be responsible for arranging the capital required for carrying out the investment activities. Sources of overseas investment capital may include equity capital, loans obtained in Vietnam for the purpose of overseas investment, and retained earnings generated from overseas projects currently in operation.
• Regarding financial obligations to the State: This is one of the most critical requirements. The enterprise must have fully discharged its tax obligations to the State as of the date of submission of the investment project dossier. A written confirmation of tax compliance issued by the competent tax authority is an indispensable document in the application dossier.
• Regarding compliance with the foreign exchange control regulations: Funds invested abroad must be transferred through an overseas investment capital account opened at a licensed credit institution in Vietnam and must strictly comply with applicable foreign exchange control regulations.

2. Sufficient conditions: Execution of legal procedures under Decree No. 103/2026/ND-CP

If the necessary conditions constitute the enterprise’s internal foundation, the sufficient conditions represent official recognition by the competent state authorities. Pursuant to Decree No. 103/2026/ND-CP, enterprises must complete the following legal procedures:

• Issuance of an Overseas Investment Registration Certificate: Projects with overseas investment capital of VND 7 billion or more, or projects operating in conditional sectors or business lines for overseas investment, must obtain an Overseas Investment Registration Certificate issued by the Ministry of Finance.

A noteworthy point of the new regulatory framework is the abolition of the procedure for in-principle approval for overseas investment as an independent administrative step. Instead of having to submit dossiers to multiple authorities, investors currently only need to work with a single focal point, which is the Ministry of Finance. For projects with a scale of 1,600 billion VND or more, the responsibility for reporting and seeking opinions from the Prime Minister will be directly undertaken by the Ministry of Finance during the process of appraising the dossier for the issuance of the Certificate. This significantly minimizes administrative time, costs, and procedures for enterprises on their journey abroad.

• For projects that do not fall within the above categories, investors are only required to declare project information through the National Investment Information System in order to obtain an automatically generated project code and are not required to obtain an Overseas Investment Registration Certificate.
• The application dossier must be carefully prepared and includes, among other documents: an application for overseas investment registration, documents evidencing the investor’s legal status, documents proving financial capacity, a confirmation of fulfillment of tax obligations, and the enterprise’s internal investment decision (a resolution of the General Meeting of Shareholders/Board of Directors, or Members’ Council, depending on the type of enterprise).

• Registration of foreign exchange transactions with the State Bank of Vietnam:
  • After obtaining the Overseas Investment Registration Certificate or the automatically generated application code (for projects not subject to the Certificate requirement), investors are not permitted to transfer funds abroad immediately. They must first complete the registration of foreign exchange transactions relating to overseas investment activities with the State Bank of Vietnam.
  • Only after obtaining written confirmation of registration from the State Bank may the investor transfer investment capital abroad.

A point that requires special attention is that the State Bank of Vietnam has not yet issued a Circular providing guidance on foreign exchange transaction registration for projects that are not subject to the Overseas Investment Registration Certificate requirement. In practice, the publicly available administrative procedures of the State Bank continue to operate under the framework of Circular No. 12/2016/TT-NHNN (as amended and supplemented with respect to procedural matters by Circular No. 78/2025/TT-NHNN), and the publicly disclosed application requirements remain associated with cases in which investors have already obtained an Overseas Investment Registration Certificate. Enterprises should closely monitor further guidance from the State Bank of Vietnam regarding this regulatory gap during the transitional period.

3. Legal considerations for enterprises

The new legal framework prioritizes the simplification of administrative procedures; however, it increases post-licensing inspection measures and risk management. Enterprises must pay special attention to:

• The authenticity of documents: The obligation to explain and substantiate the origin of investment funds has been strengthened as part of anti-money laundering measures.
• Periodic reporting obligations: Enterprises are required to submit periodic reports on the operational status of overseas projects through the National Investment Information System. Failure to comply with reporting obligations, delayed submissions, or attempts to evade reporting requirements may result in administrative penalties and adversely affect the enterprise’s compliance record and credibility in future investment projects.
• Procedures in the host country: In addition to complying with Vietnamese law, investors must thoroughly research and comply with the regulations on investment, enterprises, tax, and labor of the host country.

Overseas investment offers significant opportunities for business expansion and value creation, but it also entails legal risks arising from the interaction of multiple legal jurisdictions. A thorough understanding of and compliance with the Law on Investment 2025 and Decree No. 103/2026/ND-CP serve as essential guidance to ensure that overseas investment projects are implemented smoothly and effectively.

Time of writing: May 27, 2026

The article contains general information which is of reference value. In case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

You can refer for more information:

• Foreign ownership barriers: What FDI Investors need to note before contributing capital to Vietnamese enterprises
• Cross-border E-commerce and Compliance Requirements for International Brands
• Legal Framework on Support for Innovative Startup Enterprises
• Digital signatures, timestamps, and ID codes in electronic labor contracts
• Guidance on Issuing Identification Codes for Electronic Labor Contracts under Circular 08/2026/TT-BNV