DECREE
REGULATIONS ON OVERSEAS INVESTMENT
Based on the Law on Organization of the Government No. 63/2025/QH15;
Based on the Investment Law No. 143/2025/QH15;
Based on the Enterprise Law dated June 17, 2020, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;
Based on the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 dated June 14, 2025.
At the proposal of the Minister of Finance;
The government has issued a decree regulating overseas investment.
Chapter I
GENERAL RULES
Article 1. Scope
1. This Decree provides detailed regulations for Articles 41, 42, 43, 48, and 52 of the Investment Law, and measures to organize and guide the implementation of the Investment Law regarding overseas investment activities for business purposes, overseas investment procedures, and state management of overseas investment activities.
2. The following overseas investment activities are not subject to the regulations of this Decree:
a) Overseas investment activities in the form of buying and selling securities, other valuable papers, or investing through securities investment funds, or other intermediary financial institutions abroad as stipulated in point d, clause 1, Article 39 of the Investment Law;
b) Overseas investment activities in the oil and gas sector.
Article 2. Subject of application
This Decree applies to investors and competent state agencies; organizations and individuals involved in overseas investment activities.
Article 3. Explain words
In this Decree, the following terms are understood as follows:
1. The Certificate of Registration for Overseas Investment is a paper or electronic document recording the investor's registration information regarding overseas investment activities.
2. An investor is an organization or individual that carries out investment activities abroad.
3. A valid copy is a copy issued from the original register or a copy certified from the original by a competent authority or organization, or from a national database in cases where the original information is stored in the national database on population, business registration, and investment.
4. The original dossier is the dossier for carrying out overseas investment procedures, consisting of original documents, certified copies, or authentic copies, excluding foreign language documents and their accompanying Vietnamese translations.
5. A valid application is one that contains all the required documents as stipulated in this Decree, and the content of those documents is fully declared in accordance with the law.
6. The dossier for overseas investment procedures is the dossier prepared by the investor to carry out the procedures for granting or amending the Certificate of Registration for Overseas Investment and other related procedures to carry out investment activities in accordance with the Investment Law and this Decree.
7. The foreign exchange transaction registration procedure is the process by which investors register with the State Bank of Vietnam to carry out foreign exchange transactions related to overseas investment activities in accordance with the law on foreign exchange management.
8. Documents proving the legal status of the investor are valid copies of personal identification documents or documents confirming the establishment and operation of the economic organization, or information that can be accessed from a legally equivalent database, including:
a) Personal identification number for individuals who are Vietnamese citizens;
b) A valid copy of a valid passport or other personal identification document for individuals with foreign nationality;
c) Business registration number for businesses established in Vietnam;
d) A valid copy of one of the following documents: Business registration certificate, establishment certificate, establishment decision, or other legally equivalent documents for organizations not falling under the cases specified in point c of this clause.
9. Owned foreign currency is the legal foreign currency of the investor, not foreign currency purchased from credit institutions or branches of foreign banks authorized to provide foreign exchange services in Vietnam, and not borrowed capital.
Article 4. Language used in overseas investment documents
1. Investment project dossiers, documents, and reports submitted to Vietnamese state agencies must be in Vietnamese.
2. If the investment project dossier contains documents in a foreign language, the dossier must include a Vietnamese translation of the foreign-language documents.
3. In cases where documents and materials in the investment procedure file are in both Vietnamese and a foreign language, the Vietnamese version shall be used for the investment procedure.
4. The investor is responsible in case of discrepancies between the content of the translation or copy and the original, and in case of discrepancies between the Vietnamese version and the foreign language version.
Article 5. Investors conducting investment activities abroad.
1. The enterprise is established and operates in accordance with the provisions of the Enterprise Law and the Investment Law.
2. Cooperatives and cooperative unions are established and operate in accordance with the provisions of the Law on Cooperatives.
3. Credit institutions are established and operate in accordance with the provisions of the Law on Credit Institutions.
4. Household businesses registered in accordance with Vietnamese law.
5. Individuals holding Vietnamese nationality, except as stipulated in Clause 2, Article 17 of the Enterprise Law.
6. Other organizations conduct investment and business activities in accordance with Vietnamese law.
Article 6. Overseas investment capital
1. Foreign investment capital includes the investor's money and other legitimate assets, including equity capital, loans in Vietnam transferred abroad, and profits earned from foreign investment projects retained for investment activities abroad.
2. Money and other legitimate assets as prescribed in Clause 1 of this Article include:
a) Foreign currency held in an account at an authorized credit institution or purchased from an authorized credit institution in accordance with the law;
b) The Vietnamese Dong complies with Vietnam's foreign exchange management laws;
c) Machinery, equipment, supplies, raw materials, fuel, finished goods, semi-finished goods;
d) The value of intellectual property rights, technology, and property rights;
d) Shares, capital contributions, and projects of investors that are exchanged at economic organizations in Vietnam and economic organizations abroad as prescribed in Clause 4 of this Article;
e) Other legally owned assets as prescribed by civil law.
3. Capital invested abroad is used to contribute capital, lend capital to foreign economic organizations, pay for the purchase of shares or capital contributions, and fulfill any arising guarantee obligations (if any) to carry out overseas investments in the forms stipulated in points a, b, c, and d of Clause 1, Article 39 of the Investment Law. Capital already transferred abroad, when recovered and repatriated, shall not be included in the capital already transferred abroad and shall not be counted towards the overseas investment limit stipulated in the Certificate of Registration of Overseas Investment. The determination of the recovered and repatriated capital as stipulated in this clause shall be based on the documents provided by the investor and information on foreign exchange transactions managed by the State Bank of Vietnam. The investor is responsible for proving the capital transferred abroad and its recovery in accordance with the regulations of the State Bank of Vietnam.
4. Vietnamese investors may use shares, capital contributions, or profits of foreign economic organizations or their investment projects in Vietnam to pay for or exchange for the purchase of shares, capital contributions, or investment projects of foreign economic organizations in accordance with the law. The execution of transactions stipulated in this clause must ensure the following principles:
a) Vietnamese investors must complete the procedures for overseas investment as prescribed by law before carrying out swap transactions;
b) Swap transactions must be documented to determine the transaction value according to market principles, ensuring compliance with laws on taxation, anti-money laundering, terrorist financing, transfer pricing, and other relevant legal provisions;
c) In the case of a swap transaction resulting in a foreign investor receiving the transfer of shares, capital contributions, or investment projects in Vietnam, the foreign investor must carry out investment procedures in Vietnam in accordance with the laws on investment, enterprises, and other relevant laws;
d) The execution of swap transactions must comply with the provisions of the law on investment, enterprises, competition, banking, and other relevant laws; it must not give rise to ownership or control relationships contrary to the law or be exploited to carry out transfer pricing, tax evasion, money laundering, and other violations of the law.
5. The foreign investment capital equivalent in Vietnamese Dong stated in the investment registration document shall be calculated according to the foreign exchange selling rate of a credit institution authorized to provide foreign exchange services in Vietnam at the time of preparing the project dossier.
6. Foreign investment capital in Vietnamese Dong serves as the basis for determining the type of project eligible for a Certificate of Registration for Foreign Investment, and the authority to approve the project is determined by the agency receiving the application for foreign investment procedures according to the foreign exchange selling rate of the credit institution specified in Clause 5 of this Article at the time of application submission.
Article 7. Receiving applications and processing procedures related to overseas investment activities.
1. The process of receiving applications and handling procedures related to overseas investment activities of investors is as follows:
a) Investors are legally responsible for the legality, accuracy, and truthfulness of the content of their application and other documents submitted to competent state agencies;
b) The receiving agency is responsible for checking the validity of the application and must not request the investor to submit any additional documents other than those required in the application as stipulated in the Investment Law and this Decree;
c) In case amendments or additions to the application are required, the receiving agency shall notify the investor in writing of all necessary amendments or additions to the application. The notification must clearly state the basis and content of the requested amendments or additions. The investor is responsible for amending or supplementing the application within a maximum of 2 months from the date of receiving the written request for additional documents. If the investor fails to amend or supplement the application within the aforementioned period and does not submit a written request for an extension, the agency responsible for investment and foreign exchange procedures shall consider suspending the processing of the application and notify the investor in writing;
d) The time taken for investors to amend or supplement their dossiers or provide explanations regarding relevant content in the dossiers, and the time taken to handle administrative violations in the investment field (if any), shall not be included in the time for processing procedures as stipulated in the Investment Law and this Decree;
d) In case of refusal to issue or amend the Certificate of Registration for Overseas Investment and other administrative documents as prescribed in the Investment Law and this Decree, the Ministry of Finance shall be responsible for notifying the investor in writing and stating the reasons.
2. When carrying out administrative procedures for overseas investment as prescribed by the Investment Law and this Decree, investors shall submit electronic copies of the dossier as prescribed below:
a) The electronic version of the document has the same legal validity as the paper version submitted to the Ministry of Finance;
b) The investor is responsible for the accuracy, consistency, and completeness of the content of the paper and electronic documents submitted to the Ministry of Finance. In case of discrepancies between the paper and electronic documents, the content of the paper documents shall have final legal validity;
c) The Ministry of Finance is responsible for publicly disclosing the address and method for receiving electronic submissions from investors on the National Investment Information Portal and the Ministry of Finance's electronic portal.
3. Investors may choose one of the following methods for submitting applications: in person, online, or via public postal services, to process administrative procedures in accordance with the method of receiving applications for those procedures.
In cases where the national investment information system meets the requirements for operation and implementation of overseas investment procedures, for projects not subject to reporting to the Prime Minister for investor approval, investors may choose to submit applications online.
4. The process of obtaining opinions from state agencies during the handling of applications for overseas investment procedures is carried out as follows:
a) The agency seeking opinions must determine the content of the request for comments in accordance with the functions and duties of the agency being consulted and the deadline for responding as stipulated in the Investment Law and this Decree;
b) Within the time limit specified in point a of this clause, the consulted agency is responsible for responding and is accountable for the content of the opinion within its functions and duties; if no opinion is received within the specified time limit, it shall be deemed to have agreed to the content within the scope of its management.
5. The competent authority or person is only responsible for the contents assigned to them for approval, assessment, approval, or handling of other procedures related to overseas investment activities as stipulated in the Investment Law and this Decree; they are not responsible for contents that have been previously approved, assessed, approved, or handled by other competent authorities or persons.
Article 8. Handling of fraudulent documents
1. When an agency, organization, or person authorized by law determines that there is falsified content in the application for overseas investment procedures, the receiving agency shall notify the investor in writing of the violation.
2. Within 15 working days from the date of receiving notification of the violation, the investor shall submit a report and explanation clarifying the relevant documents.
3. The process for handling fraudulent documents is as follows:
a) If forged information is detected during the application processing: the receiving agency shall stop processing the application; if the investor fails to provide an explanation or provides an unsatisfactory explanation, the agency shall refuse to process the application and notify the investor in writing, and simultaneously handle the matter in accordance with relevant laws;
b) In cases where forged information is discovered after the issuance of the Certificate of Registration for Overseas Investment or related documents: the receiving agency shall cancel or report to the competent authority or person for consideration of canceling all or part of the Certificate of Registration for Overseas Investment and related documents issued based on the forged information.
4. The receiving agency shall restore the issued documents and papers based on the most recent valid file, and at the same time process or report to the competent authority or person for handling in accordance with the law.
5. Investors are liable under the law for all damages arising from the falsification of documents and records.
Article 9. Code for overseas investment projects
1. The investment project code is a 09-digit number automatically generated by the National Information System on Overseas Investment and recorded on the Certificate of Registration for Overseas Investment. The investment project code is formed according to the principle that the first 04 digits are taken from the year the Certificate of Registration for Overseas Investment was issued, and the next 05 digits are assigned sequentially, increasing from 00001 onwards.
2. Each investment project is assigned a unique code, which remains unchanged throughout the project's operation and cannot be assigned to another project.
3. State management agencies shall uniformly use investment project codes to manage and exchange information about investment projects.
4. For investment projects implemented under an Investment License, Overseas Investment Certificate, or other equivalent documents, the investment project code is the Investment License number, Overseas Investment Certificate number, or other equivalent document number issued to the investment project.
5. For projects not subject to the issuance of an Investment Registration Certificate, the project code is the automatically generated application code on the National Investment Information System as stipulated in Clause 5, Article 18 of this Decree. If the National Investment Information System malfunctions and cannot automatically generate an application code, the investor shall submit a written request for an application code to the agency under the Ministry of Finance authorized to issue or amend the Investment Registration Certificate for overseas investment.
Article 10. Overseas investment by state-owned enterprises
1. For enterprises where the State holds 100% of the charter capital:
a) The Board of Members or the Chairman of the company shall decide on investment for projects with an overseas investment capital not exceeding 50% of equity capital, or not exceeding 50% of the owner's investment capital in cases where equity capital is lower than the owner's investment capital, but not exceeding VND 1.600 billion. Equity capital and owner's investment capital shall be determined according to the company's separate quarterly or annual financial statements at the time closest to the investment decision;
b) In cases where the investment project has foreign investment capital exceeding the amount stipulated in point a) of this clause, the Board of Members or the Chairman of the company shall decide on the investment after reporting to the representative agency of the owner for consideration and written approval regarding the purpose, amount of investment capital, source of foreign investment capital, and implementation period.
2. For enterprises in which the State holds more than 50% but less than 100% of the charter capital, the regulations of the law on the management and investment of state capital in enterprises shall apply.
Article 11. Sectors and professions subject to conditions for overseas investment.
1. For the banking, insurance, and securities sectors specified in points a, b, and c of Clause 1, Article 41 of the Investment Law, investors must meet the conditions prescribed by law in the banking, insurance, and securities sectors and obtain written approval from the competent authority.
2. For the journalism, radio, and television sectors as stipulated in point d, clause 1, Article 41 of the Investment Law, the investor must be an organization that has been licensed to operate journalism, radio, and television in Vietnam and has received written approval from the Ministry of Culture, Sports and Tourism.
3. For real estate business sectors and professions as stipulated in point d, clause 1, Article 41 of the Investment Law, the investor must be an enterprise established under the Enterprise Law.
Article 12. Documents identifying the location of investment projects abroad.
1. The following investment projects must have documentation identifying the location of the investment project:
a) Projects subject to review and approval by the Prime Minister before the issuance or amendment of the Certificate of Registration for Overseas Investment, as stipulated in Clause 2, Article 42 of the Investment Law;
b) Energy projects;
c) Projects related to livestock farming, crop cultivation, forestry, and aquaculture;
d) Projects for surveying, exploring, exploiting, and processing minerals;
d) Projects involving the construction of factories, production facilities, processing plants, or manufacturing plants;
e) Investment projects for the construction of works and infrastructure; investment projects for real estate business, excluding service provision activities such as real estate brokerage, real estate exchange, real estate consulting, and real estate management.
2. Documents identifying the location of the investment project include one of the following types of documents, which contain information specifying the location:
a) An investment license or equivalent document from the host country or territory;
b) Decisions on land allocation and land lease by competent authorities or organizations in the country or territory receiving the investment;
c) Contracts awarded through bidding or contracting; land allocation or lease agreements; investment and business cooperation agreements, accompanied by documents proving the authority of the parties involved in the contract regarding the location;
d) Agreements in principle on land allocation, land lease, business premises lease, transfer of land use rights or assets attached to the land; agreements on investment and business cooperation accompanied by documents proving the authority of the relevant parties in the agreement regarding the location.
Article 13. Documents determining the form of overseas investment
1. For overseas investment activities in the form of overseas contracts as stipulated in point b, clause 1, Article 39 of the Investment Law, the investor shall submit the agreement or contract with the foreign partner regarding the investment or other equivalent documents, along with documents proving the legal status of the foreign partner.
2. For overseas investment activities in the form of capital contribution, share purchase, or purchase of capital contributions of foreign economic organizations to participate in the management of those economic organizations, investors must submit the following documents:
a) Agreements, contracts, or other documents specifying capital contributions, share purchases, or equity investments;
b) Documents proving the investor's participation in the management of an economic organization abroad, in cases where the investor's ownership stake or shares are less than 50%;
c) Documents proving the legal status of the foreign economic organization or the shareholders of the foreign economic organization in which the investor contributes capital, purchases shares, or acquires capital contributions.
3. For overseas investment activities in other forms of investment as prescribed by the laws of the host country as stipulated in point d, clause 1, Article 39 of the Investment Law, the investor shall submit documents identifying that form of investment in accordance with the laws of the host country or territory.
Article 14. Decisions on overseas investment
1. Decisions on overseas investment by state-owned enterprises shall be made in accordance with the provisions of Article 10 of this Decree.
2. For individual investors and household businesses, the decision to invest abroad is replaced by a valid Overseas Investment Registration Document.
3. Foreign investment activities not falling under the cases specified in Clauses 1 and 2 of this Article shall be decided by the investor in accordance with the provisions of the Enterprise Law.
4. Investors, agencies, organizations, and individuals who decide on overseas investment as stipulated in Clauses 1, 2, and 3 of this Article shall be responsible for their decisions regarding overseas investment.
Chapter II
PROCEDURES FOR ISSUING, ADJUSTING, TERMINATING, RE-ISSUING, AND AMENDING CERTIFICATES OF REGISTRATION FOR OVERSEAS INVESTMENT
Article 15. Conditions for investing abroad
1. Overseas investment activities must comply with the principles stipulated in Article 38 of the Investment Law.
2. Not belonging to the sectors prohibited from overseas investment as stipulated in Article 40 of the Investment Law and meeting the conditions for overseas investment for sectors subject to conditional overseas investment as stipulated in Article 11 of this Decree.
3. Having made a decision to invest abroad in accordance with Article 14 of this Decree.
4. A document from the tax authority confirming the investor's fulfillment of tax obligations. The tax authority's confirmation must be issued no more than 03 months prior to the date of submission of the investment project application.
5. For economic organizations with foreign investors holding more than 50% of the charter capital, in addition to the conditions stipulated in Clauses 1, 2, 3 and 4 of this Article, the following conditions must be met:
a) Using equity capital to invest abroad, excluding capital contributions for investment activities in Vietnam;
b) Having profitable business operations for two consecutive years immediately preceding the year of registration for overseas investment, as determined by audited financial statements (if any);
c) In cases where the increased capital contribution is used for overseas investment, the procedure for obtaining a Certificate of Registration for Overseas Investment as prescribed in this Decree must be completed first, followed by the procedure for increasing capital and contributing the full charter capital in Vietnam before transferring the investment capital abroad.
Article 16. Contents of the Certificate of Registration for Overseas Investment
1. Investment project code.
2. Investors.
3. Name of the investment project, name of the foreign economic organization (if any).
4. Project objectives, including primary and secondary objectives.
5. Investment location for investment projects that require an investment location.
6. Investment forms, investment capital, investment sources, forms of investment capital, and progress of overseas investment activities.
7. Rights and obligations of investors.
8. Investment incentives and support (if any).
Article 17. Authority to issue, amend, and terminate the validity of Certificates of Registration for Overseas Investment
1. The Ministry of Finance shall issue, amend, and terminate the validity of Certificates of Registration for Overseas Investment for projects with overseas investment capital of VND 7 billion or more, or projects in sectors subject to overseas investment conditions as stipulated in Clause 1, Article 41 of the Investment Law, except for projects specified in Article 18 of this Decree.
2. For projects with foreign investment capital of VND 1.600 billion or more, or projects proposing the application of special support mechanisms and policies, the Ministry of Finance shall report to the Prime Minister for approval before issuing or amending the Certificate of Registration for Foreign Investment, except for the cases specified in Clause 3 of this Article.
3. For projects falling under the provisions of Clause 2 of this Article that have been approved by the Prime Minister, when adjusting the project, it is not necessary to report to the Prime Minister for reconsideration and approval in the following cases:
a) Changing the investment location within the same country or territory receiving the investment;
b) Increasing the initial overseas investment capital by no more than 10% of the total approved overseas investment capital and without changing the main objective of the project;
c) Using profits earned from overseas investment projects to reinvest in the same project in accordance with the law;
d) Reduce outbound investment to repatriate capital;
d) Other adjustments that do not change the main objectives or scale of the project, or do not fall under the cases where special support mechanisms or policies are proposed.
Article 18. Projects not required to go through the procedure of obtaining a Certificate of Registration for Overseas Investment.
Investors who register foreign exchange transactions in accordance with the law on foreign exchange management are not required to obtain a Certificate of Registration for Overseas Investment for projects falling under one of the following cases:
1. Overseas investment projects with an overseas investment capital of less than VND 7 billion and not belonging to sectors or professions subject to conditional overseas investment as stipulated in Clause 1, Article 41 of the Investment Law;
2. Overseas investment projects related to defense and security are implemented according to agreements between the Government of Vietnam and the governments of other countries as stipulated in point b, clause 3, Article 42 of the Investment Law. An agreement is a treaty between two governments or agreements between agencies of the two countries approved by the Government.
3. Overseas investment projects of state-owned corporations and general companies listed in Appendix I of Government Decree No. 366/2025/ND-CP dated December 31, 2025, on the management and investment of state capital in enterprises.
4. Overseas investment projects not subject to reporting to the Prime Minister for consideration and approval as stipulated in Clause 2, Article 17 of this Decree, of other economic organizations as prescribed in Point c, Clause 3, Article 42 of the Investment Law, must meet the following conditions:
a) Large-scale enterprises as defined in Decree No. 90/2025/ND-CP dated April 14, 2025, amending and supplementing a number of articles of Decree No. 17/2012/ND-CP dated March 13, 2012, of the Government detailing and guiding the implementation of a number of articles of the Law on Independent Auditing;
b) Utilize self-owned foreign currency reserves in cases of foreign currency investment transfers and do not use borrowed funds for overseas investment;
c) The business must have been profitable for two consecutive years immediately preceding the year of investment. The business performance is determined based on the consolidated financial statements of the economic organization;
d) At least two overseas investment projects have generated profits that have been repatriated to Vietnam.
5. For projects not subject to the issuance of an Overseas Investment Registration Certificate, investors shall declare information about the investment project, including the investment capital structure (including cash and assets), on the National Investment Information System to receive an automatic declaration code before carrying out the foreign exchange transaction registration procedure as prescribed by the law on foreign exchange management. If the project content changes, the investor shall update the changed information on the National Investment Information System.
6. In cases where investors require a Certificate of Registration for Overseas Investment for investment projects specified in Clauses 1 and 3 of this Article, the investor shall follow the procedures for obtaining the Certificate of Registration for Overseas Investment.
7. If necessary, the State Bank of Vietnam may seek opinions from relevant agencies regarding foreign exchange transaction registration dossiers related to overseas investment activities. The agencies consulted shall provide their opinions to the State Bank of Vietnam within 7 working days from the date of receipt of the request for opinions.
8. In cases where a project's foreign investment capital does not fall under the category requiring a Certificate of Registration for Foreign Investment, if an increase in investment capital results in the project falling under the category requiring a Certificate of Registration for Foreign Investment, then the procedures for obtaining a Certificate of Registration for Foreign Investment must be followed in accordance with the provisions of this Decree.
9. The State Bank of Vietnam shall provide detailed guidance on the procedures for registering foreign exchange transactions for projects as stipulated in this Article.
Article 19. Documents required for issuing Investment Registration Certificates for projects subject to reporting to the Prime Minister for approval.
1. Application for registration of overseas investment (original copy).
2. Documents proving the legal status of the investor (certified copies).
3. The investment project proposal includes the following main contents: form, objectives, scale, and location of investment; preliminary determination of investment capital, capital mobilization plan, and capital structure; project implementation schedule and investment phases (if any); and a preliminary analysis of the investment efficiency of the project (original copy).
4. Documents proving the investor's financial capacity must include at least one of the following: the investor's most recent annual financial statement; a commitment of financial support from the parent company; a commitment of financial support from a financial institution; a guarantee of the investor's financial capacity; or other documents proving the investor's financial capacity (certified copies).
5. Documents identifying the location of the overseas investment project for projects that are required to have a location as stipulated in Article 12 of this Decree (certified copy).
6. Documents identifying the form of overseas investment for projects that are required to have such documents as stipulated in Article 13 of this Decree (certified copies).
7. A commitment from an authorized credit institution to self-finance foreign currency sources or a written commitment to arrange foreign currency for the investor. If the investor submits a written commitment to self-finance foreign currency sources, they must also submit a document from the credit institution confirming the investor's foreign currency account balance (original copy).
8. Decision on overseas investment as stipulated in Article 14 of this Decree (original copy).
9. Confirmation from the tax authority that the investor has fulfilled their tax obligations. The confirmation from the tax authority must be issued no more than 03 months prior to the date of submission of the investment project application (original or certified copy).
10. Report on lending to foreign economic organizations including the following contents: name of the borrower; total loan amount; purpose and conditions of the loan; disbursement plan; debt recovery plan; asset security measures and methods of handling collateral (if any); plan for balancing foreign currency sources to carry out the loan; assessment of the borrower's financial capacity; level of risk and expected risk prevention measures for the loan in the case of overseas investment projects where the investor lends to foreign economic organizations to implement the investment project (original copy).
11. Documents confirming the fulfillment of guarantee obligations arising from overseas investment projects where the investor guarantees a loan for a foreign economic organization to implement the investment project (certified copy).
12. For investment cases in the form prescribed in Clause 4, Article 6 of this Decree, the investor shall submit documents related to the swap transaction, including the agreement or contract and documents determining the transaction value (certified copies).
13. For overseas investment projects in sectors and professions subject to overseas investment conditions as stipulated in Clause 1, Article 41 of the Investment Law, the investor shall submit a document from the competent state agency confirming compliance with the conditions for overseas investment as prescribed by relevant laws (a certified copy).
14. Other relevant documents.
Article 20. Procedures for granting Investment Registration Certificates for projects requiring approval from the Prime Minister.
1. Investors declare information in the application for a Certificate of Registration for Overseas Investment on the National Investment Information System and submit one original set of documents along with an electronic copy to the Ministry of Finance. The Ministry of Finance will accept the application when it contains all the required documents and in the specified quantity.
2. Within two working days of receiving a valid application, the Ministry of Finance shall send the application to relevant state agencies for their comments.
3. Within 07 working days from the date of receiving the request for comments from the Ministry of Finance, the consulted agency shall provide written comments on matters within its management authority.
4. Within 10 working days from the date of receiving full opinions from relevant agencies, the Ministry of Finance shall report to the Prime Minister for consideration and approval of the project. The report shall include the following contents:
a) Meeting the conditions for granting a Certificate of Registration for Overseas Investment as stipulated in Article 15 of this Decree;
b) The legal status of the investor;
c) The conformity of the investment project with the provisions of Clause 1, Article 38 of the Investment Law;
d) Foreign investment capital, sources of investment capital, and financial capacity of the investor;
d) Application of special support policy mechanisms (if any).
5. During the application processing, if any clarification is needed, the Ministry of Finance will notify the investor in writing. If, after explanation and supplementation, the project still does not meet the conditions for submission to the Prime Minister for approval, the Ministry of Finance will notify the investor in writing of the refusal to grant the Certificate of Overseas Investment Registration and state the reasons.
6. Within 10 working days from the date of receiving the report from the Ministry of Finance, the Prime Minister shall consider and approve the project.
7. Within 03 working days from the date of receiving the Prime Minister's approval, the Ministry of Finance shall issue the Certificate of Registration for Overseas Investment to the investor, and simultaneously send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committees of provinces and centrally-governed cities where the investor has its head office or registered permanent residence, the tax authority confirming the investor's tax payment obligations, and the investor's representative agency (if any).
8. If the Prime Minister does not approve the overseas investment project, within 03 working days from the date of receiving the Prime Minister's opinion, the Ministry of Finance shall issue a written notice to the investor refusing to grant the Certificate of Registration for Overseas Investment and clearly state the reasons.
Article 21. Dossier, procedures, and process for adjusting the Certificate of Registration of Overseas Investment for projects requiring approval from the Prime Minister.
1. The application for amendment of the Certificate of Registration for Overseas Investment includes the following documents:
a) Application for amendment of the Certificate of Registration for Overseas Investment (original copy);
b) Documents proving the legal status of the investor in case the investor's information has changed compared to the most recent application for issuance or amendment of the Certificate of Registration for Overseas Investment (certified copy);
c) Report on the operational status of the investment project up to the time of submitting the application for amendment of the Certificate of Registration for Overseas Investment (original copy);
d) Decision on adjusting overseas investment activities as prescribed in Article 14 of this Decree (original copy);
d) A document from the tax authority confirming the investor's fulfillment of tax obligations in the case of an increase in overseas investment capital. The tax authority's confirmation must be no more than 03 months prior to the date of application submission (original or certified copy);
e) Other relevant documents.
2. The procedures for amending the Certificate of Registration for Overseas Investment are as follows:
a) Investors declare information on the application for adjustment of the Certificate of Registration for Overseas Investment on the National Investment Information System and submit one original set of documents along with an electronic copy to the Ministry of Finance. The Ministry of Finance will accept the application when it contains all the required documents and in the specified quantity;
b) Within 02 working days from the date of receiving the dossier, the Ministry of Finance shall send the dossier to relevant agencies for comments;
c) Within 07 working days from the date of receiving the request for comments and documents, the agency being consulted must provide written comments on matters within its scope of state management or assigned responsibilities to the Ministry of Finance;
d) Within 10 working days from the date of receiving full opinions from the agencies, the Ministry of Finance shall report to the Prime Minister for consideration and approval;
d) During the processing of the application, if there are any issues requiring clarification, the Ministry of Finance will notify the investor in writing. If, after explanation and supplementation, the project still does not meet the conditions for submission to the Prime Minister for consideration and approval, the Ministry of Finance will notify the investor in writing of the refusal to amend the Certificate of Registration for Overseas Investment and state the reasons clearly;
e) Within 10 working days from the date of receiving the report from the Ministry of Finance, the Prime Minister shall consider and approve the adjustment of the project;
g) Within 03 working days from the date of receiving the Prime Minister's approval on the project adjustment, the Ministry of Finance shall adjust the Certificate of Registration for Overseas Investment and simultaneously send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committees of provinces and centrally-administered cities where the investor has its head office or registered permanent residence, the tax authority confirming the investor's tax payment obligations, and the representative agency of the investor's owner (if any);
h) If the Prime Minister does not approve the project adjustment, within 03 working days from the date of receiving the Prime Minister's opinion, the Ministry of Finance shall issue a written notice to the investor rejecting the adjustment of the Certificate of Registration for Overseas Investment and clearly state the reasons.
Article 22. Dossier, procedures, and process for issuing Investment Registration Certificates for projects not requiring approval from the Prime Minister.
1. The file includes the following documents:
a) Application for registration of overseas investment (original copy);
b) Documents proving the legal status of the investor (certified copies);
c) Decision on overseas investment as stipulated in Article 14 of this Decree (original copy);
d) Confirmation from the tax authority that the investor has fulfilled their tax obligations (original or certified copy);
d) Documents identifying the location of the overseas investment project for projects subject to location identification as stipulated in Article 12 of this Decree (certified copies);
e) Documents identifying the form of overseas investment in cases stipulated in Article 13 of this Decree (certified copies);
g) For investment cases in the form prescribed in Clause 4, Article 6 of this Decree, the investor shall submit documents related to the swap transaction, including the agreement or contract and documents determining the transaction value (certified copies);
h) For overseas investment projects in sectors and professions subject to overseas investment conditions as stipulated in Clause 1, Article 41 of the Investment Law, the investor shall submit a certified copy of the approval document from the competent state agency confirming that the overseas investment conditions are met in accordance with relevant laws.
2. Procedures for issuing Certificates of Registration for Overseas Investment:
a) Investors declare information in the application for a Certificate of Registration for Overseas Investment on the National Investment Information System and submit one original set of documents along with an electronic copy to the Ministry of Finance. The Ministry of Finance will accept the application when it contains all the required documents and in the specified quantity;
b) In cases where the project has foreign investment capital of VND 25 billion or more, the Ministry of Finance shall seek written opinions from the state management agency on foreign exchange under the State Bank of Vietnam. Within 07 working days from the date of receiving the written request for opinions, the State Bank of Vietnam shall respond in writing to the Ministry of Finance regarding the situation of capital transferred abroad before the issuance of the Certificate of Registration for Foreign Investment; whether the investor meets the conditions for transferring funds as prescribed by law; issues related to borrowing capital, lending to foreign economic organizations, guaranteeing foreign economic organizations, and other related matters;
c) If the application contains information that needs clarification, the Ministry of Finance shall notify the investor in writing within 05 working days from the date of receipt of a valid application;
d) In cases where an overseas investment project involves lending abroad or guaranteeing loans for foreign economic organizations, the investor shall follow the relevant procedures as prescribed by the law on foreign exchange management. The consideration and issuance of a Certificate of Registration for Overseas Investment does not replace the approval of overseas lending activities or loan guarantees for foreign economic organizations as prescribed by the law on foreign exchange management;
d) In cases where an overseas investment project involves a sector or profession subject to conditional overseas investment, the Ministry of Finance shall seek opinions from relevant agencies. Within 07 working days from the date of receiving the request for opinions, the consulted agency shall provide a written response to the Ministry of Finance;
e) Within 15 working days from the date of receiving a valid application, the Ministry of Finance shall issue a Certificate of Registration for Overseas Investment to the investor, and simultaneously send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committees of provinces and centrally-governed cities where the investor has its head office or registered permanent residence, the tax authority confirming the investor's tax payment obligations, and the representative agency of the investor's owner (if any);
g) If the application is invalid or does not meet the conditions for granting a Certificate of Registration for Overseas Investment, the Ministry of Finance shall issue a written notice to the investor refusing to grant the Certificate of Registration for Overseas Investment, clearly stating the reasons.
Article 23. Amendment of the Certificate of Registration for Overseas Investment
1. Investors must carry out the procedure for amending the Certificate of Registration for Overseas Investment in the following cases:
a) Change of Vietnamese investor;
b) Change the form of investment;
c) Increasing outbound investment; changing investment sources and investment forms;
d) Changing the location of investment activities for investment projects that require a specific investment location;
d) Changes to the primary objectives of overseas investment activities;
e) Using profits from overseas investments to increase investment capital.
2. In case of changes to the contents other than those stipulated in Clause 1 of this Article, the investor must update the information on the National Investment Information System. If the National Investment Information System malfunctions and the changes cannot be updated, the investor shall send a written request for confirmation of the changes to the Foreign Investment Department, Ministry of Finance.
Article 24. Dossier, procedures, and process for adjusting the Certificate of Registration of Overseas Investment for projects not subject to reporting to the Prime Minister for approval.
1. The application for amending the Certificate of Registration for Overseas Investment includes:
a) Application for amendment of the Certificate of Registration for Overseas Investment (original copy);
b) Documents proving the legal status of the investor in case the investor's information has changed compared to the most recent application for issuance or amendment of the Certificate of Registration for Overseas Investment (certified copy);
c) Report on the operational status of the investment project up to the time of submitting the application for amendment of the Certificate of Registration for Overseas Investment (original copy);
d) Decision on adjusting overseas investment activities as prescribed in Article 14 of this Decree (original copy);
d) A document from the tax authority confirming the investor's fulfillment of tax obligations in the case of an increase in overseas investment capital. The tax authority's confirmation must be no more than 03 months prior to the date of application submission (original or certified copy);
e) Documents identifying the location of the overseas investment project in the case stipulated in Article 12 of this Decree if the project has a revised location (certified copy);
g) Documents identifying the form of overseas investment in cases stipulated in Article 13 of this Decree if the project has adjusted the form of overseas investment (certified copy);
h) For overseas investment projects in sectors and professions subject to conditional overseas investment, the investor shall submit a certified copy of the approval document from the competent state agency confirming that the investor meets the conditions for overseas investment as prescribed by relevant laws;
i) Documents confirming the fulfillment of guarantee obligations arising from overseas investment projects where the investor guarantees a loan for a foreign economic organization to implement the investment project (certified copy).
2. Procedures for amending the Certificate of Registration for Overseas Investment:
a) Investors declare information on the application for adjustment of the Certificate of Registration for Overseas Investment on the National Investment Information System and submit one original set of documents along with an electronic copy to the Ministry of Finance. The Ministry of Finance will accept the application when it contains all the required documents and in the specified quantity;
b) The Ministry of Finance shall seek written opinions from the state management agency on foreign exchange under the State Bank of Vietnam. Within 07 working days from the date of receiving the written request for opinions, the State Bank of Vietnam shall send a written response to the Ministry of Finance regarding the situation of capital transferred abroad; whether the investor meets the conditions for transferring money as prescribed by law; issues of borrowing capital, lending to foreign economic organizations, guaranteeing foreign economic organizations, and other related issues;
c) If the application contains any information that needs clarification, the Ministry of Finance will notify the investor in writing within 05 working days from the date of receiving the complete application.
d) In cases where an overseas investment project involves the investor lending to or guaranteeing loans to foreign economic organizations, the investor shall follow the procedures for obtaining approval for overseas lending or fulfilling the guarantee obligations arising from the provisions of the law on foreign exchange;
d) In cases where an overseas investment project involves a sector or profession subject to conditional overseas investment, the Ministry of Finance shall seek opinions from relevant agencies. Within 07 working days from the date of receiving the request for opinions, the consulted agency shall provide a written response to the Ministry of Finance;
e) Within 15 working days from the date of receiving a valid application, the Ministry of Finance shall amend the Certificate of Registration for Overseas Investment and simultaneously send copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committees of provinces and centrally-administered cities where the investor has its head office or registered permanent residence, the tax authority confirming the investor's tax payment obligations, and the representative agency of the investor's owner (if any);
g) If the application is invalid or does not meet the conditions, the Ministry of Finance will issue a written notice to the investor refusing to amend the Certificate of Registration for Overseas Investment, clearly stating the reasons.
Article 25. Issuance and adjustment of online certificates of registration for overseas investment.
1. For projects with foreign investment capital that do not require reporting to the Prime Minister for approval and do not fall under the conditional sectors for foreign investment, investors may choose to submit paper documents according to the corresponding procedures of this Decree or submit documents online through the National Investment Information System.
2. Applications for the issuance or amendment of online investment registration certificates include the documents prescribed in this Decree and are presented in electronic form, having the same legal validity as paper applications.
3. Online applications are considered valid if they meet the following conditions:
a) The documents and content are fully declared as required for paper-based files, presented in electronic format, and named according to the type of document;
b) The information declared on the System is complete and accurate according to the information in the paper documents;
c) Project documents and files uploaded to the System must be digitally signed using the investor's public digital signature (if any).
4. In cases where the investor authorizes someone else to carry out the investment procedures, the application for issuance or amendment of the Investment Registration Certificate must be accompanied by a power of attorney and legal documents of the authorized party.
Article 26. Procedures for issuing and amending Certificates of Registration for Overseas Investment online through the National Investment Information System.
1. Investors register accounts on the National Investment Information System.
2. Investors declare information and upload electronic documents to the National Investment Information System. The uploaded electronic documents must be digitally signed using the investor's public digital signature (if any).
3. After the application is submitted, the Ministry of Finance will check its validity. If the application is invalid, the Ministry of Finance will notify the investor through the System to make corrections or additions. If the application is valid, the investor will receive an application receipt through the National Investment Information System.
4. If the application dossier contains any information requiring clarification, the Ministry of Finance will send a notification to the investor to complete the dossier on the National Investment Information System within 05 working days from the date of receipt of the dossier.
5. If the application is valid and meets the requirements, the Ministry of Finance shall issue or amend the Certificate of Registration for Overseas Investment to the investor within 15 working days from the date of receipt of the valid application.
6. Investors are responsible for the accuracy and completeness of the documents submitted online through the System.
Article 27. Procedures for updating information on overseas investment projects
1. Within one month from the date of any changes to the content of an overseas investment project that do not require amendment to the Certificate of Registration for Overseas Investment or are not subject to the issuance of a Certificate of Registration for Overseas Investment, the investor must update the changes on the National Investment Information System. If the National Investment Information System malfunctions and the changes cannot be updated, the investor may, if needed, submit a written request for confirmation of the changes, along with relevant documents, to the Foreign Investment Department, Ministry of Finance. The confirmation of the changes will be sent to the investor within three working days from the date of receipt of the investor's request.
2. For information recorded on the Certificate of Registration of Overseas Investment that has been updated or changed by the investor in accordance with Clause 1 of this Article, the Ministry of Finance shall record such information in the amended Certificate of Registration of Overseas Investment when the investor carries out the procedure for amending the Certificate of Registration of Overseas Investment.
Article 28. Termination of overseas investment projects.
1. An overseas investment project ceases operation in the following cases:
a) The investor decides to terminate the investment project;
b) The investment project's operating period expires as stipulated by the laws of the host country;
c) In accordance with the conditions for termination of operations stipulated in the contract and the company's charter;
d) The investor transfers all of their overseas investment capital to a foreign investor;
d) If, after 24 months from the date of issuance of the Certificate of Registration for Overseas Investment or the issuance of confirmation of registration of foreign exchange transactions related to overseas investment activities, the investor fails to implement or is unable to implement the investment project according to the schedule registered with the state management agency and fails to carry out the procedure for adjusting the project implementation schedule;
e) The foreign economic organization is dissolved or goes bankrupt in accordance with the laws of the host country;
g) Pursuant to judgments, decisions of the Court, and arbitration awards.
2. Immediately after the termination of investment activities, the investor must liquidate the investment project in accordance with the laws of the host country or territory. Within 12 months from the date of the tax settlement report or a legally equivalent document as prescribed by the laws of the host country or territory related to the completion of the investment project liquidation, the investor must transfer back to their home country all proceeds from the liquidation of the investment project in accordance with the law on foreign exchange management and relevant laws.
3. Within 60 days from the date of completion of the liquidation of the overseas investment project and transfer of all proceeds from the liquidation of the investment project (if any) back to Vietnam, the investor is responsible for:
a) Carry out the procedure for terminating the validity of the Certificate of Registration for Overseas Investment in cases where the project is subject to the issuance of such a certificate;
b) A written notification of the termination of investment activities for projects not subject to the issuance of an Overseas Investment Registration Certificate, including a commitment to complete the liquidation of the overseas investment project and transfer all proceeds from the liquidation of the investment project (if any) to the State Bank of Vietnam and the Ministry of Finance.
Article 29. Dossier, procedures, and formalities for terminating the validity of the Certificate of Registration for Overseas Investment.
1. Investors submit one original set of documents along with an electronic copy to the Ministry of Finance. The documents include the following:
a) Written request to terminate the validity of the Certificate of Registration for Overseas Investment (original copy);
b) Documents proving the legal status of the investor (certified copies);
c) Report on the implementation status of overseas investment projects, accompanied by financial statements or equivalent documents of the overseas economic organization (original copies);
d) Original copies of the issued Certificates of Registration for Overseas Investment;
d) Decision to terminate the overseas investment project in accordance with the provisions of Article 14 of this Decree (original copy);
e) Documents proving that the investor has completed the project completion and liquidation, and transferred all money, assets, and proceeds from the project completion and liquidation back to their home country (certified copies).
2. The Ministry of Finance will accept the application when it contains all the required documents and in the specified quantity.
3. Within two working days of receiving a valid application, the Ministry of Finance shall forward the application to the State Bank of Vietnam for comments on the investor's foreign exchange transactions; the investor's compliance with foreign exchange laws and regulations; and any violations and their handling within its jurisdiction (if any). Within seven working days of receiving the request for comments, the State Bank of Vietnam shall send a written response to the Ministry of Finance.
4. If the application contains any information that needs clarification, within 05 working days from the date of receipt of a valid application, the Ministry of Finance shall notify the investor in writing to complete the application.
5. Within 15 days from the date of receiving a valid application, the Ministry of Finance shall issue a decision to terminate and revoke the Certificate of Registration for Overseas Investment and send it to the investor, while simultaneously sending copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Interior, the relevant ministries, the People's Committees of provinces and centrally-governed cities where the investor has its head office or registered permanent residence, the tax authority confirming the investor's tax payment obligations, and the representative agency of the investor's owner (if any).
6. In cases where an overseas investment project is terminated as stipulated in point d, clause 1, Article 28 of this Decree, and the investor does not carry out the procedure for terminating the validity of the Certificate of Registration for Overseas Investment, the Ministry of Finance, based on the Investment Law and this Decree, shall terminate the validity of the Certificate of Registration for Overseas Investment and send the notice to the investor and relevant state management agencies. After the Certificate of Registration for Overseas Investment is terminated, if the investor wishes to continue implementing the overseas investment project, they must carry out the procedure for obtaining a new Certificate of Registration for Overseas Investment in accordance with the Investment Law and this Decree.
7. For projects subject to the approval of the Prime Minister, the investor or the agency deciding on overseas investment as stipulated in Article 14 of this Decree shall decide on the termination of the project and report to the Prime Minister.
Article 30. Reissuance and correction of information on the Certificate of Registration of Overseas Investment
1. In case the Certificate of Registration for Overseas Investment is lost or damaged, the investor shall submit a written request for re-issuance of the Certificate of Registration for Overseas Investment, along with documents clearly stating the reason, to the Ministry of Finance for re-issuance of the Certificate of Registration for Overseas Investment within 05 working days from the date of receipt of the written request.
2. In cases where the Certificate of Registration for Overseas Investment contains inaccurate information compared to the application for issuance or amendment of the Certificate of Registration for Overseas Investment, the investor shall submit a written request to the Ministry of Finance for correction of the information on the Certificate of Registration for Overseas Investment. The Ministry of Finance shall reissue the corrected Certificate of Registration for Overseas Investment to the investor within 05 working days from the date of receipt of the request.
Chapter III
IMPLEMENTING OVERSEAS INVESTMENT ACTIVITIES
Article 31. Opening an overseas investment capital account
1. Investors open an overseas investment capital account at a credit institution authorized in Vietnam in accordance with the law on foreign exchange management.
2. All money transfers from Vietnam to abroad and from abroad to Vietnam related to overseas investment activities must be conducted through the investment capital account specified in Clause 1 of this Article in accordance with the law on foreign exchange management.
Article 32. Transfer of investment capital abroad
1. Investors are permitted to transfer investment capital abroad to carry out investment activities when they meet the following conditions:
a) Projects that are eligible for overseas investment registration certificates have been granted;
b) The investment activity has been approved or licensed by the competent authority of the host country (if any). If the laws of the host country do not provide for investment licensing or approval, or only grant licenses after the investor has fulfilled their commitment to transfer investment capital, the investor must provide documentation proving their right to conduct investment activities in the host country;
c) Having an overseas investment capital account as prescribed in Article 31 of this Decree.
2. The transfer of investment capital abroad must comply with the regulations of the law on foreign exchange management, export, technology transfer, and other relevant legal provisions.
3. Investors are allowed to transfer money, goods, machinery, and equipment abroad before being granted a Certificate of Registration for Overseas Investment or confirmation of foreign exchange transaction registration (for projects not requiring a Certificate of Registration for Overseas Investment) related to overseas investment activities to cover the costs of establishing the investment project, including:
a) Market research and investment opportunities;
b) Field survey;
c) Study the literature;
d) Collect and purchase documents and information related to the selection of investment projects;
d) Synthesizing, evaluating, and appraising, including selecting and hiring consulting experts to evaluate and appraise investment projects;
e) Organizing scientific seminars and conferences;
g) Establishment and operation of overseas liaison offices related to the formation of investment projects;
h) Participating in international bidding, depositing collateral or other forms of financial guarantees, paying costs and fees as required by the bidding party, the country or territory receiving the investment related to the conditions for participating in the bidding, and the conditions for implementing the investment project;
i) Participating in mergers and acquisitions, making deposits, providing collateral or other forms of financial guarantees, paying costs and fees as required by the seller or as stipulated by the laws of the host country or territory;
k) Contract negotiation;
l) Purchasing or leasing assets to support the formation of an overseas investment project.
4. The transfer of money, goods, machinery, and equipment abroad as stipulated in Clause 3 of this Article shall be carried out in accordance with the laws on foreign exchange, export, customs, and technology.
5. The transfer limit stipulated in Clause 3 of this Article shall not exceed 5% of the total overseas investment capital and shall not exceed US$300.000 included in the total overseas investment capital, unless otherwise stipulated by the Government.
6. The transfer of capital in the form of machinery, equipment, and goods abroad and from abroad to Vietnam for the implementation of overseas investment projects must follow customs procedures as prescribed by customs law.
7. The State Bank of Vietnam shall provide detailed guidance on foreign exchange management for the transfer of funds abroad for investment activities as stipulated in this Article.
Article 33. Use of profits abroad
1. Investors are allowed to retain profits earned from overseas investments for reinvestment in the following cases:
a) Continue contributing capital to overseas investments if the registered capital has not yet been fully contributed;
b) Increase overseas investment;
c) Implementing new investment projects abroad.
2. Investors shall carry out the procedures for adjusting the Certificate of Registration for Overseas Investment in the cases specified in points a and b of Clause 1 of this Article; and carry out the procedures for issuing the Certificate of Registration for Overseas Investment in the case specified in point c of Clause 1 of this Article.
Article 34. Repatriation of profits
1. Except for retained profits as stipulated in Article 33 of this Decree, within 12 months from the date of profit distribution, the investor must transfer all profits earned and other income from overseas investment activities back to Vietnam.
2. Investors may use their share of profits to swap obligations arising abroad with partners operating in Vietnam. The swap must meet the following conditions:
a) Reports have been submitted to the State Bank of Vietnam and the Ministry of Finance as required;
b) Comply with the provisions of the law on foreign exchange management, investment, and related laws;
c) Fully fulfill all tax obligations arising in Vietnam related to the swap transaction in accordance with tax laws, including the tax obligations of the investor and the foreign partner (if any);
d) Swap transactions must not be used to evade taxes, avoid taxes, or engage in any activities that violate tax, foreign exchange, and related laws.
3. If, within the time limit specified in Clause 1 of this Article, the investor fails to transfer profits and other income back to Vietnam, the investor must notify the Ministry of Finance and the State Bank of Vietnam in writing in advance. The deadline for transferring profits back to Vietnam may be extended by no more than 12 months from the date of expiration of the time limit specified in Clause 1 of this Article.
4. If, after the deadline stipulated in Clause 1 of this Article, the profits have not been transferred back to the home country and no notification has been given, or if, after the extended deadline stipulated in Clause 3 of this Article, the investor has not transferred the profits back to the home country, then administrative penalties shall be imposed in accordance with the law.
Article 35. Implementation of the reporting regime for overseas investment.
1. After being granted a Certificate of Registration for Overseas Investment, the investor registers with the issuing authority to obtain an account to access the National Investment Information System in order to submit periodic reports as prescribed.
2. Investors are responsible for submitting reports on the operational status of their overseas investment projects as stipulated in Clauses 3, 4, and 5 of Article 48 of the Investment Law; they must also manage their accounts and update information fully, on time, and accurately into the National Investment Information System. The six-monthly report must be submitted before the 20th of the month following the reporting period, and the annual report must be submitted before February 15th of the year following the reporting year.
3. In case of discrepancies between the information reported on the National Investment Information System and the information in the paper report, the information on the National Investment Information System shall prevail.
4. Economic organizations established abroad to carry out overseas investment activities by Vietnamese investors, when investing in a third country or investing in other economic organizations in the host country, must comply with the laws of the host country and must report to the state management agency for overseas investment.
5. Measures to be taken in cases where investors fail to comply with reporting requirements:
a) The Ministry of Finance will issue a written warning for the first violation;
b) Imposing administrative penalties in accordance with the law on administrative penalties in the field of planning and investment;
c) Publicize violations on the National Investment Information System, the Ministry of Finance's electronic portal, and other mass media;
d) The agency reviewing the application has the right to request the investor to comply with reporting requirements when considering, issuing, or amending the Certificate of Registration for Overseas Investment if the investor fails to fully comply with the reporting requirements. The deadline for the investor to comply with the reporting requirements shall not be included in the application review period as stipulated.
Article 36. Financial obligations
1. Investors are responsible for fulfilling all financial obligations related to overseas investment projects to the Vietnamese State in accordance with tax laws.
2. State-owned enterprises are responsible for fulfilling all financial obligations related to overseas investment projects to the Vietnamese State in accordance with tax laws and laws on the management and use of state capital invested in production and business activities at enterprises.
3. Exemption from export and import taxes on capital in the form of goods, machinery, and equipment transferred abroad for investment activities and transferred from abroad back to Vietnam shall be implemented in accordance with the provisions of the law on export and import taxes.
Article 37. Sending Vietnamese workers to work in investment projects abroad.
1. The deployment of Vietnamese workers to work on investment projects abroad shall be carried out in accordance with the laws on Vietnamese workers going to work abroad under contract and the laws of the host country or territory.
2. Investors must comply with and properly implement regulations on sending Vietnamese workers to work for investment projects abroad; ensure the legitimate rights of Vietnamese workers abroad; and be responsible for resolving issues arising from sending Vietnamese workers to work for investment projects abroad in accordance with the law on Vietnamese workers working abroad under contract and other relevant regulations.
Chapter IV
STATE MANAGEMENT OF OVERSEAS INVESTMENT
Article 38. State management responsibilities regarding overseas investment
1. The government shall uniformly manage state affairs regarding overseas investment throughout the country.
2. The Ministry of Finance is responsible to the Government for the state management of overseas investment.
3. The State Bank of Vietnam is responsible to the Government for the state management of foreign exchange activities related to overseas investment.
4. Ministries, ministerial-level agencies, People's Committees of provinces and centrally-administered cities, and Vietnamese representative agencies abroad, within their assigned tasks and powers, are responsible for implementing state management of overseas investment in their respective fields.
Article 39. Duties and powers of agencies
1. The Ministry of Finance performs the tasks and powers of state management over overseas investment activities as prescribed in Clause 2, Article 44 of the Investment Law and other tasks and powers prescribed in this Decree.
2. Duties and powers of the State Bank of Vietnam:
a) To issue, within its authority, or submit to competent authorities for issuance, regulations, mechanisms, and policies on lending activities of credit institutions and branches of foreign banks for overseas investment, and foreign exchange management related to overseas investment activities;
b) Guidance on foreign exchange management for the transfer of investment capital in cash from Vietnam to abroad; profits and other legitimate receipts transferred back to Vietnam related to overseas investment activities as stipulated in this Decree;
c) Compile information on the confirmation of foreign exchange transaction registration for projects not subject to the issuance of Certificates of Registration for Overseas Investment. Periodically, on a monthly, quarterly, and annual basis, send this information to the Ministry of Finance for compilation;
d) Inspect, audit, and supervise, within their authority, the transfer of funds from Vietnam to abroad and from abroad to Vietnam related to overseas investment projects;
d) To act as the focal point for coordinating with ministries and agencies to develop and submit to competent authorities for promulgation regulations guiding the procedures for considering and approving economic organizations to lend abroad and provide guarantees for non-residents;
e) Implement an annual reporting regime on the situation of money transfers from Vietnam to abroad (before and after the issuance of the Certificate of Registration for Overseas Investment) and the situation of money transfers from abroad to Vietnam related to overseas investment projects, submitting the consolidated report to the Ministry of Finance before March 15th of the year following the reporting year.
3. Duties and powers of the Ministry of Foreign Affairs:
a) Provide input on overseas investment project dossiers when requested by the Prime Minister or at the suggestion of the Ministry of Finance or the State Bank of Vietnam;
b) Directing Vietnamese representative agencies abroad to coordinate with relevant focal agencies to monitor and support investment activities of Vietnamese investors in the host country or territory when necessary; assisting the Ministry of Finance and competent authorities in verifying information related to investment activities of Vietnamese investors within their jurisdiction when requested;
c) Implement a reporting regime on the support provided by Vietnamese representative agencies abroad to investment activities of Vietnamese investors in the host country or territory, as stipulated in Clause 5, Article 44 of the Investment Law.
4. Duties and powers of the Ministry of Industry and Trade:
a) To chair and coordinate with the Ministry of Finance and relevant ministries and agencies in developing and promulgating, within their authority, or submitting to competent authorities for promulgation, legal regulations, mechanisms, and policies on trade, industry, and energy related to overseas investment activities;
b) To inspect, audit, and supervise, within its authority, commercial, industrial, and energy activities related to overseas investment;
c) Implement the reporting regime on the situation of overseas investment in the fields of trade, industry, and energy as prescribed in Article 48 of the Investment Law.
5. Duties and powers of the Ministry of Interior
a) To develop and promulgate, within its authority, or submit to competent authorities for promulgation, legal regulations, mechanisms, and policies on the management and use of Vietnamese labor related to overseas investment activities;
b) To provide input on labor-related issues concerning overseas investment activities when requested by the Prime Minister or proposed by the Ministry of Finance or the State Bank of Vietnam;
c) Inspect, audit, and supervise, within their authority, the sending of Vietnamese workers abroad to work on overseas investment projects;
d) Implement the reporting regime on the situation of sending Vietnamese workers abroad to work in overseas investment projects as prescribed in Article 48 of the Investment Law.
6. Duties and powers of ministries, ministerial-level agencies, and provincial People's Committees:
a) To perform the duties and exercise the powers as prescribed in Clause 3, Article 44 of the Investment Law and other duties and powers as prescribed in this Decree and relevant laws;
b) To provide input on issues within the assigned areas of state management related to overseas investment activities when requested by the Prime Minister or proposed by the Ministry of Finance and the State Bank of Vietnam;
c) To inspect, audit, and supervise, within its authority, matters within its assigned area of state management related to overseas investment activities;
d) Implement reporting requirements related to overseas investments within its scope of management as stipulated in Article 48 of the Investment Law.
7. Duties and powers of Vietnamese representative agencies abroad:
a) Vietnamese representative agencies abroad shall coordinate with relevant agencies to gather information and support Vietnamese investors in their investment and business activities and in complying with the laws and regulations of the host country or territory; protect the legitimate rights and interests of Vietnamese investors abroad; support, facilitate, and resolve difficulties for Vietnamese investors in the process of implementing investment projects in the host country in accordance with the law; and assist the Ministry of Finance and competent agencies in verifying information related to the investment and business activities of Vietnamese investors within their jurisdiction when requested.
b) Annually or on an ad hoc basis when requested, report on the support provided by Vietnamese representative agencies abroad to Vietnamese investment activities in their managed areas to the Ministry of Foreign Affairs for compilation and reporting to the Ministry of Finance as prescribed.
Article 40. Support for overseas investment activities
1. Competent state agencies, within the scope of their functions and duties, shall implement measures to support investors investing abroad:
a) Provide information on the investment environment, laws, policies, list of potential investment sectors, fields, and locations in the host country;
b) Administrative procedures related to the issuance, adjustment, and termination of the validity of Certificates of Registration for Overseas Investment and related procedures as prescribed by law;
c) Connecting and promoting investment, creating conditions for investors to access partners, management agencies and relevant agencies and organizations in the host country;
d) Resolving difficulties and obstacles arising during the implementation of overseas investment projects;
d) Access to legitimate sources of capital and financial instruments, including investment credit, guarantees, and investment risk insurance for overseas investment, in accordance with the State's laws on investment credit, insurance laws, and other relevant laws;
e) Protecting the legitimate rights and interests of investors in accordance with international treaties to which Vietnam is a party and in accordance with Vietnamese law and the law of the host country;
g) Establishing interconnectedness between state management agencies in resolving administrative procedures, state management, and supporting overseas investment activities.
2. The Ministry of Finance is the focal agency assisting the Government in compiling and coordinating the implementation of measures to support investors investing abroad; it presides over and coordinates with ministries, ministerial-level agencies, Vietnamese representative offices abroad, and local authorities in supporting investors as stipulated in this Decree.
3. Investors are responsible for providing complete and truthful information and related documents, and are legally liable for the accuracy of the information and documents provided.
Article 41. Inspection, examination, supervision, and evaluation
1. The inspection, examination, supervision, and evaluation of overseas investment projects shall be carried out in accordance with the provisions of the law on investment inspection, examination, supervision, and evaluation.
2. Investors are responsible for providing relevant documents, materials, and information related to the inspection, auditing, and supervision of overseas investment activities to competent state agencies in accordance with the law.
Article 42. Handling violations and resolving disputes
1. Organizations and individuals who violate the provisions of this Decree shall, depending on the nature and severity of the violation, be subject to disciplinary action, administrative penalties, or criminal prosecution; if they cause damage, they must compensate according to the provisions of the law.
2. The Government and state management agencies of Vietnam are not responsible for resolving disputes between investors and disputes between investors and related organizations or individuals during the process of carrying out investment procedures and investment activities abroad.
3. Investors shall be solely responsible for any damages arising from failure to comply with or improper compliance with regulations on overseas investment activities as stipulated in the Investment Law, this Decree, and relevant laws of Vietnam, as well as the laws of the host country and international agreements and treaties to which Vietnam is a party.
Chapter V
TERMS ENFORCEMENT
Article 43. Enforcement
This Decree takes effect from April 3, 2026 and replaces Chapter VI on overseas investment activities of Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government detailing and guiding the implementation of a number of articles of the Law on Investment.
Article 44. Transitional provisions
1. Investment activities that have been granted Investment Licenses or Certificates of Overseas Investment or have received written permission for overseas investment before the effective date of this Decree may continue to operate and be implemented in accordance with the provisions of this Decree.
2. For project dossiers that have been received by competent authorities in accordance with the 2020 Investment Law but have not yet been granted, amended, or terminated the validity of the Certificate of Registration for Overseas Investment, and which, according to the provisions of this Decree, are not subject to the requirement of obtaining a Certificate of Registration for Overseas Investment, the investor is not required to go through the procedures for granting, amending, or terminating the validity of the Certificate of Registration for Overseas Investment.
3. In cases where an investor has submitted a valid application for the issuance, amendment, or termination of an overseas investment registration certificate but has not yet received a response, the investor may continue to use the submitted application to carry out the procedures for issuance, amendment, or termination of the overseas investment registration certificate (if applicable) in accordance with the provisions of this Decree.
Article 45. Responsible for implementing
1. The Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Interior, the Ministry of Industry and Trade, and the State Bank of Vietnam are responsible for guiding the implementation of this Decree with respect to the contents according to their assigned functions and management responsibilities.
2. Ministers, heads of ministerial-level agencies, and chairpersons of People's Committees of provinces and centrally-administered cities are responsible for guiding and implementing this Decree.