Decree 103 on outbound investment

On 31 March 2026, the Government issued Decree No. 103/2026/ND-CP on outbound investment, which took effect on 3 April 2026 ("Decree 103"). Decree 103 provides detailed guidance for the implementation of the Law on Investment 2025 in relation to outbound investment activities and supersedes the relevant outbound investment guidance set out in Decree No. 31/2021/ND-CP.

The new regime is particularly relevant for Vietnamese enterprises considering overseas expansion, as it changes how certain outbound projects are registered, reviewed and monitored.

1. Smaller outbound projects may benefit from a lighter registration process

Decree 103 recognises, for the first time, circumstances in which outbound projects may be exempt from the requirement to obtain an Outbound Investment Registration Certificate (“OIRC”).

A notable exemption applies to projects with investment capital of less than VND 7 billion (USD 270,000) that do not fall within certain conditional outbound investment sectors, including banking, insurance, securities, press, broadcasting and television, and real estate business. In such cases, investors are only required to declare project information on the National Investment Information System in order to obtain a project code and complete foreign exchange registration procedures in accordance with applicable regulations.

This more proportionate approach may help investors reduce procedural burdens for smaller-scale projects and allow preparatory, exploratory and initial-stage overseas activities to move forward more efficiently.

2. Approval procedures may be faster for many outbound investments

Decree 103 removes the outbound investment in-principle approval mechanism, which was previously under the authority of the National Assembly or the Prime Minister.

Under the new mechanism, the Ministry of Finance is the competent authority to issue OIRCs for projects with investment capital from VND 7 billion (USD 270,000) to less than VND 1,600 billion (USD 61.5 million), as well as projects operating in the aforementioned conditional outbound investment sectors. For projects with investment capital of VND 1,600 billion (USD 61.5 million) or more, or projects proposing the application of special support mechanisms or policies, the Ministry of Finance shall report to the Prime Minister for approval before considering the issuance of an OIRC.

Although regulatory supervision will continue for large-scale and special projects, removing the outbound investment in-principle approval procedure should help streamline implementation for many transactions. For M&A transactions or strategic investments where timing is critical, shorter processing timelines may help Vietnamese investors better manage negotiations and compete more effectively with international bidders.

3. Share swaps and non-cash consideration may offer greater deal structuring flexibility

Building upon the provisions of Decree No. 31/2021/ND-CP, Decree 103 introduces more detailed regulations permitting Vietnamese investors to use shares, capital contributions, profits or investment projects as consideration for acquiring or exchanging shares, capital contributions or investment projects overseas ("share swap").

Accordingly, investors are required to:

a. Complete outbound investment procedures before carrying out the share swap transaction;

b. Possess documentation evidencing the transaction value on an arm's-length basis;

c. Ensure compliance with relevant investment regulations in Vietnam where the transaction results in a foreign investor acquiring an ownership interest or project in Vietnam;

d. Ensure that the transaction complies with applicable laws and does not give rise to ownership structures, control arrangements or transactions contrary to law, including transfer pricing, tax evasion, money laundering or other unlawful activities.

The more detailed rules on share swaps may give greater flexibility to structure outbound investments beyond traditional cash contribution structures. At the same time, the arm's-length valuation requirement means investors should be prepared to substantiate transaction value with appropriate supporting documents. Pending further guidance on valuation methodologies and documentation, enterprises should monitor regulatory developments and engage early with competent authorities where needed.

4. Pre-investment remittances are now subject to clearer limits

For the first time, Decree 103 introduces a specific limit on the amount of funds that may be remitted overseas during the pre-investment stage. Accordingly, prior to the issuance of an OIRC or confirmation of foreign exchange registration (for projects exempt from OIRC), investors may only remit overseas an amount not exceeding 5% of the total outbound investment capital and, in any event, not exceeding USD 300,000.

This clearer threshold should help investors plan and document legitimate pre-investment expenses, while giving authorities continued visibility over funds transferred overseas before formal investment procedures are completed.

5. Foreign-owned enterprises should review financial capacity before investing overseas outbound investment

Under previous regulations, enterprises in which foreign investors hold more than 50% of the charter capital were required to satisfy certain additional conditions when undertaking outbound investment activities, including the use of equity capital sources and compliance with prescribed procedures for additional capital contributions for outbound investment purposes. Decree 103 retains these requirements and further introduces a requirement that such enterprises must have recorded profits for two consecutive years immediately preceding the year of outbound investment registration, as determined by audited financial statements (if any).

This additional condition places greater emphasis on the financial capacity of enterprises with controlling foreign ownership. These enterprises should therefore review their capital structure, profitability record and audited financial statements early in the planning process to avoid delays or execution issues when implementing outbound investment plans.

6. Profit repatriation and reporting changes may ease ongoing compliance

Decree 103 extends the time limit for profit repatriation to Vietnam to 12 months from the date of profit distribution, instead of 6 months under the previous regulations. In addition, the periodic reporting regime has been streamlined, changing from a quarterly and annual reporting regime to a semi-annual and annual reporting regime, thereby reducing the compliance burden for investors undertaking outbound investment activities.

These changes may give investors greater flexibility in managing overseas cash flows and compliance calendars, while reinforcing the need to maintain complete and accurate reporting information.

In light of Decree 103, investors planning or implementing outbound investment projects should consider the following actions:

• Assess at an early stage whether the proposed project is exempt from the OIRC requirement, taking into account the investment capital threshold, sector classification and applicable foreign exchange registration requirements.
• Review transaction timelines and regulatory approval pathways, particularly for projects with investment capital of VND 1,600 billion (USD 61.5 million) or more, projects in conditional sectors, and projects involving special support mechanisms or policies.
• Prepare appropriate valuation, arm's-length pricing and supporting documentation for share swap or non-cash consideration structures.
• Monitor the use of funds remitted during the pre-investment stage to ensure that overseas remittances remain within the statutory cap and are properly supported by underlying documents.
• For enterprises with more than 50% foreign ownership, review capital sources, profitability record and audited financial statements before commencing outbound investment registration procedures.
• Update internal compliance calendars to reflect the revised profit repatriation deadline and semi-annual reporting regime.