Decree No. 103/2026/ND-CP dated March 31, 2026 of the Government of Vietnam on outward investment
Date: 3/31/2026
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THE GOVERNMENT OF VIETNAM
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THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No. 103/2026/ND-CP
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Hanoi, March 31, 2026
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DECREE
OUTWARD INVESTMENT
Pursuant to the Law on Government Organization No. 63/2025/QH15;
Pursuant to the Law on Investment No. 143/2025/QH15;
Pursuant to the Law on Enterprises dated June 17, 2020, amended by Law No. 03/2022/QH15, and Law No. 76/2025/QH15;
Pursuant to the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 dated June 14, 2025.
At the request of the Minister of Finance;
The Government of Vietnam promulgates the Decree on outward investment.
Chapter I
GENERAL PROVISIONS
Article 1. Scope
1. This Decree elaborates Articles 41, 42, 43, 48, 52 of the Law on Investment, measures for organization and guidelines for implementation of the Law on Investment regarding outward investment in business, procedures for outward investment and state management of outward investment.
2. The following outward investment activities are not regulated by this Decree:
a) Outward investment activity in the form of buying and selling securities and other valuable papers, or investment via securities investment funds, other intermediate financial institutions in foreign countries as prescribed in Point d Clause 1 Article 39 of the Law on Investment;
b) Outward investment activities in the field of petroleum.
Article 2. Regulated entities
This Decree applies to investors, competent authorities; organizations and individuals involved in outward investment activities.
Article 3. Definitions
For the purposes of this Decree, the terms below are construed as follows:
1. "Certificate of Outward Investment Registration" means a physical or electronic document recording information about the investor's registration of outward investment activities.
2. "investor" means an organization or individual making outward investment.
3. "valid copy" means a copy extracted from the master register authenticated by a competent authority, or from the national database if original information is stored in the national database on population, investment and enterprise registration.
4. "original application dossier" means the compilation of documents for completion of outward investment procedures, including original copies or valid copies, except documents written in foreign languages and their Vietnamese translations.
5. "valid application dossier" means an application that contains sufficient documents as prescribed in this Decree and the contents of such documents are fully declared as prescribed by law.
6. "outward investment application dossier" means an application dossier prepared by the investor to follow procedures for issuance, revision of the Certificate of Outward Investment Registration and other relevant procedures for investment prescribed by the Law on Investment and this Decree.
7. "foreign exchange transaction registration" means the investor registering with State Bank of Vietnam (SBV) to carry out vocational education related to outward investment activities as prescribed by regulations of law on foreign exchange management.
8. "documents about the investor's legal status" are valid copies of identification documents or documents certifying the establishment and operation of the business organization, or information that can be extracted from a database with equivalent legal value, including:
a) Personal identification number for Vietnamese nationals;
b) Valid copies of unexpired passports or other personal identification documents for foreign nationals;
c) Enterprise ID numbers for enterprises established in Vietnam;
d) Valid copies of any of the following documents: Certificate of Enterprise Registration, Establishment Certificate, Establishment Decision, or other documents with equivalent legal value for organizations other than those specified in Point c of this Clause.
9. "foreign exchange inflow" means foreign currencies legally owned by the investor and not purchased from credit institutions or foreign bank branches licensed to provide foreign exchange services in Vietnam, and not loan capital.
Article 4. Languages of outward investment application dossiers
1. Investment project dossiers, documents and reports sent to Vietnamese authorities shall be written in Vietnamese language.
2. In cases where the investment project dossier contains documents written in foreign languages, they must be accompanied by Vietnamese translations.
3. In cases where the investment project dossier contains documents written in both Vietnamese and foreign languages, the Vietnamese version shall be used for completion of investment procedures.
4. Investors shall be held responsible for discrepancies between the translation or copy and the original document, and discrepancies between the Vietnamese copy and foreign language copy.
Article 5. Investors making outward investment
1. Enterprises established and operating under the Law on Enterprises and the Law on Investment.
2. Cooperatives, cooperative unions established and operating under the Law on Cooperatives.
3. Credit institutions established and operating under the Law on Credit Institutions.
4. Household businesses registered in accordance with the law of Vietnam.
5. Individuals having Vietnamese nationality, except the cases prescribed in Clause 2 Article 17 of the Law on Enterprises.
6. Other organizations making business investment in accordance with the law of Vietnam.
Article 6. Outward investment capital
1. Sources of outward investment capital includes cash and other lawful assets of the investor, including equity, capital borrowed in Vietnam and transferred to foreign countries, profit on the outward investment project retained for investment in foreign countries.
2. Cash and other lawful assets prescribed in Clause 1 of this Article include:
a) Foreign currencies on accounts of licensed credit institutions or purchased from licensed credit institutions as prescribed by law;
b) Vietnamese dong (VND) conformable with Vietnam's regulations of law on foreign exchange management;
c) Machinery, equipment, supplies, materials, fuel, finished products, semi-finished products;
d) Value of intellectual property rights, technology, rights to assets;
dd) Shares, stakes, projects of the investor swapped at business organizations in Vietnam and overseas as prescribed in Clause 4 of this Article;
e) Other lawful assets prescribed by civil laws.
3. Outward investment capital shall be used to contribute capital, lent to overseas business organizations, pay for shares and stakes, fulfill guarantor's obligations (if any) serving outward investment in the forms prescribed in Points a, b, d and dd Clause 1 Article 39 of the Law on Investment. When capital transferred abroad (capital outflow) is recovered and transferred back to Vietnam, it shall not be recorded as capital outflow, excluded from outward investment capital limit specified in the Certificate of Outward Investment Registration. The identification of capital recovered and transferred back to Vietnam shall be based upon documents provided by the investor and foreign exchange transaction information managed by SBV. The investor has the responsibility to prove the recovered capital outflow in accordance with regulations of SBV.
4. Vietnamese investors may use shares, stakes, profits of overseas business organizations or investment projects of the investors in Vietnam to pay for or swap with shares, stakes or investment projects of overseas business organizations as prescribed by law. These transactions shall be conducted in accordance with the following principles:
a) The Vietnamese investor shall complete outward investment procedures as prescribed by law before conducting the swap transaction;
b) The swap transaction shall be supported by documents certifying transaction value according to market principle, ensure compliance with regulations of law on tax, measures against money laundering, terrorism financing and transfer pricing, and other relevant regulations of law.
c) If the swap transaction enables the foreign investor to receive shares, stakes or investment projects in Vietnam, the foreign investor shall complete procedures for investment in Vietnam as prescribed by regulations of law on investment, enterprises and relevant laws;
d) The swap transaction must comply with regulations of law on investment, enterprises, competition, banking and relevant regulations of law; must not creates proprietorial or controlling relationship against the law, or be taken advantage of to commit transfer pricing, tax evasion, money laundering and other violations of law.
5. Equivalent outward investment capital in VND under the investment registration form shall be calculated according to the selling exchange rate of a credit institution licensed to provide foreign exchange services in Vietnam at the time of creation of the project dossier.
6. Outward investment capital in VND as the basis for identification of the project's eligibility for the Certificate of Outward Investment Registration, and the power to approve the project shall be determined by the receiving authority according to the exchange rate quoted by the credit institution mentioned in Clause 5 of this Article at the time of submission of the application dossier.
Article 7. Receiving and processing outward investment application dossiers
1. Outward investment application dossiers of investors shall be received and processed as follows:
a) The investor shall take legal responsibility for the lawfulness, accuracy and truthfulness of the application dossier and documents sent to competent authorities;
b) The receiving authority shall examine the validity of the application dossier and must not request the investor to submit documents other than those required by the Law on Investment and this Decree;
c) If the application dossier has to be revised or supplemented, the receiving authority shall notify the investor in writing of the necessary revisions or supplementation. The notification must specify the basis, and necessary revisions or supplementation. The investor shall revise or supplement the application dossier accordingly within 2 months from the receipt of the notification. If the investor fails to revise or supplement the application dossier and does not send a written request for deadline extension, the processing authority shall consider suspending the procedures and notify the investor in writing;
d) The time taken by the investor to revise, supplement the application dossier or provide explanation for relevant contents of the application dossier, and time taken to handle administrative violations of investment laws (if any) shall be excluded from the processing time prescribed by the Law on Investment and this Decree;
dd) If the application dossier is rejected, the Ministry of Finance shall notify the investor in writing and provide explanation.
2. While following administrative procedures for outward investment as prescribed by the Law on Investment and this Decree, the investor shall submit the electronic application dossier as follows:
a) The electronic application dossier has the same legal value as the physical app dossier submitted to the Ministry of Finance;
b) The investor shall be held responsible for the accuracy, uniformity and adequacy of the physical and electronic application dossiers submitted to the Ministry of Finance. In case of discrepancies between the physical and electronic application dossiers, the physical dossier shall prevail;
c) The Ministry of Finance shall disclose the address and form of receiving electronic dossiers on the National Investment Portal and the website of the Ministry of Finance.
3. Investors may submit application dossiers in person, online or by post.
If the National Investment Information System ("NIIS") is capable of processing outward investment procedures and the project's investor is not subject to approval by the Prime Minister, the investor may submit the application dossier online.
4. Enquiries among state agencies during processing of outward investment application dossiers shall be carried out as follows:
a) The enquiring authority shall determine whether the enquiry is appropriate for the enquired authority and the time limit for response as prescribed by the Law on Investment and this Decree;
b) Within the time limit mentioned in Point a of this Clause, the enquired authority shall respond and take responsibility for the response within its jurisdiction; If not response is given, it will be considered the enquired authority concurs with the enquiring authority.
5. Competent authorities and persons are only responsible for the contents they are assigned to accept, appraise, approve, or carry out other procedures related to outward investment activities as prescribed by the Law on Investment and this Decree; are not responsible for the contents previously accepted, appraised, approved or handled by other competent authorities and persons.
Article 8. Handling fraudulent documents
1. When a competent authority or person discovers fraudulent contents in the outward investment dossier, the receiving authority shall notify in writing the investor of the violations.
2. Within 15 working days from the receipt of the notification, the investor shall submit a report clarifying the application dossier.
3. Fraudulent documents shall be handled as follows:
a) If fraudulent contents are found while processing the application dossier: The receiving authority shall stop processing the application dossier; if the investor fails to provide explanation or the explanation is not justifiable, the receiving authority shall reject the application dossier, send a written notification to the investor, and take actions as prescribed by relevant laws;
b) If fraudulent contents are after the Certificate of Outward Investment Registration or relevant documents are issued: The receiving authority shall cancel or request a competent authority or person to cancel all or part of the Certificate of Outward Investment Registration and relevant documents that were issued according to the fraudulent information.
4. The receiving authority shall restore the documents issued according to the latest valid application dossier, and take actions or request a relevant authority or person to take actions as prescribed by law.
5. The investor shall be held responsible for the damage caused by the fraudulent documents.
Article 9. Codes of outward investment projects
1. The code of an outward investment project is a series of 09 digits automatically generated by the National Outward Investment Information System and written on the Certificate of Outward Investment Registration. The first 04 digits of the code indicate the year of issuance of the Certificate of Outward Investment Registration, while the next 05 digits are generated sequentially in ascending order, starting from 00001.
2. Each investment project shall be assigned a unique code which remains unchanged throughout the operation of the enterprise and must not be assigned to another project.
3. Regulatory authorities shall ensure uniform use of investment project codes to manage and exchange information about investment projects.
4. Codes of investment projects executed under investment licenses, Certificates of Outward Investment Registration or other equivalent documents shall be numbers of such licenses, certificates or documents.
5. If a project is not required to have a Certificate of Investment Registration, its code shall be the automatically generated dossier number on NIIS as prescribed in Clause 5 Article 18 of this Decree. In cases where the National Investment Information System is not functional and cannot automatically generate the dossier number, the investor shall send a written request for issuance of the dossier number to the authority delegated by the Ministry of Finance to issue and revise Certificates of Outward Investment Registration.
Article 10. Outward investment by foreign enterprises
1. Regarding wholly state-owned enterprises:
a) The Board of Members or President of the company shall decide investment in projects in which outward investment capital does not exceed 50% of equity, or 50% of paid-in capital if equity is lower than paid-in capital, provided the investment does not exceed 1.600 billion VND. Equity and paid-in capital shall be determined according to the latest quarterly or annual financial statement available at the time of investment decision.
b) In cases where the outward investment capital of the project exceeds the limit prescribed in Point a of this Clause, the Board of Members or President of the company shall decide the investment the state ownership representative body approves in writing the investment purposes, capital, capital sources and execution time.
2. Enterprises in which the State holds over 50% to less than 100% charter capital shall comply with regulations of law on management and investment of state capital in enterprises.
Article 11. Business lines subject to conditional outward investment
1. To make outward investment in banking, insurance, securities prescribed in Points a, b and c Clause 1 Article 41 of the Law on Investment, investors shall satisfy conditions prescribed by regulations of law on banking, insurance, securities and be approved in writing by competent authorities.
2. Investors in press, radio and television prescribed in Point d Clause 1 Article 41 of the Law on Investment shall be organizations licensed to operate in press, radio and television, and be approved in writing by the Ministry of Culture, Sports and Tourism.
3. Investors in real estate prescribed in Point dd Clause 1 Article 41 of the Law on Investment shall be enterprises established in accordance with the Law on Enterprises.
Article 12. Documents certifying locations of overseas investment projects
1. The following investment projects shall have documents certifying their locations:
a) Projects subject to approval by the Prime Minister before issuance and revision of the Certificate of Outward Investment Registration as prescribed in Clause 2 Article 42 of the Law on Investment;
b) Energy projects;
c) Husbandry, farming, afforestation, aquaculture projects;
d) Mineral exploration, survey, extraction and processing projects;
dd) Projects that involve construction of factories, production, processing, fabrication facilities;
e) Construction and infrastructure projects; real estate business projects, except provision of the following services: real estate brokerage, real estate exchange, real estate consultancy, real estate management.
2. The document certifying locations of an investment project shall be one of the following documents which specify the project location:
a) Investment License or equivalent document issued by the host country or territory (hereinafter referred to as "country");
b) Land allocation or land lease decision issued by a competent authority of the host country;
c) Awarded contract, all-inclusive contract; land allocation or land lease contract; business cooperation contract enclosed with the document proving authority of relevant parties to the contract;
d) Framework agreement on land allocation, land lease, business location lease, transfer of land use right (LUR) or property affixed to land; business cooperation agreement enclosed with the document proving authority of relevant parties.
Article 13. Documents certifying form of outward investment
1. Regarding outward investment under overseas contracts prescribed in Point b Clause 1 Article 39 of the Law on Investment, the investor shall submit the agreement or contract with the foreign party for the investment, or another equivalent document enclosed with documents about legal status of the foreign party.
2. Regarding outward investment in the form of contributing capital, purchasing shares or stakes of overseas business organizations to participate in management of such business organizations, the investor shall submit the following documents:
a) Agreement, contract or other documents certifying the capital contribution, purchase of shares or stakes;
b) Documents proving the investor's participation in management of the overseas business organization if the investor's holding in such business organization is less than 50%;
c) Documents about legal status of the overseas business organization or the shareholders.
3. Regarding other forms of outward investment under the host country's law as prescribed in Point dd Clause 1 Article 39 of the Law on Investment, the investor shall submit the document certifying the investment form required by the host country's law.
Article 14. Outward investment capital decision
1. Outward investment decisions of foreign enterprises shall comply with Article 10 of this Decree.
2. Outward investment decisions of individuals and household businesses shall be replaced with the valid outward investment registration form.
3. Outward investment activities other than those prescribed in Clause 1 and Clause 2 of this Article shall be decided by investors in accordance with the Law on Enterprises.
4. Investors, agencies, organizations and individuals that decide to make outward investment as prescribed in Clause 1, Clause 2 and Clause 3 of this Article shall be responsible for their decisions.
Chapter II
PROCEDURES FOR ISSUANCE, REVISION, INVALIDATION, REISSUANCE, RECTIFICATION OF CERTIFICATES OF OUTWARD INVESTMENT REGISTRATION
Article 15. Conditions for outward investment capital
1. Outward investment activities must be appropriate for the principles specified in Article 38 of the Law on Investment.
2. The business lines are not those banned from outward investment as prescribed in Article 40 of the Law on Investment and satisfy conditions for outward investment if they are subject to conditional outward investment prescribed in Article 11 of this Decree.
3. There is an outward investment decision as prescribed in Article 14 of this Decree.
4. The tax authority issues a document certifying the investor's fulfillment of tax obligations within 03 months before the date of submission of the project dossier.
5. Regarding business organizations of which over 50% of charter capital is held by foreign investors, in addition to the conditions specified in Clauses 1, 2, 3 and 4 of this Article, the following conditions must also be satisfied:
a) Equity is used for outward investment, excluding capital contributed for investment in Vietnam;
b) The business is profitable for 02 consecutive years before the year in which outward investment is registered, according to the audited financial statement (if any);
c) In cases where additionally contributed capital is used for outward investment, the Certificate of Outward Investment Registration must be obtained before initiating procedures for capital increase, and charter capital must be fully contributed in Vietnam before capital is transferred to the foreign country.
Article 16. Contents of Certificate of Outward Investment Registration
1. Investment project code.
2. Investor.
3. Name of the investment project, name of the overseas business organization (if any).
4. Objectives of the project, including primary objectives and other objectives.
5. Investment locations if required by the investment project.
6. Form of investment, investment capital, capital sources and forms, outward investment schedule.
7. Rights and obligations of the investor.
8. Incentives and investment support (if any).
Article 17. Power to issue, revise, invalidate Certificates of Outward Investment Registration
1. The Ministry of Finance shall issue, revise, invalidate Certificates of Outward Investment Registration of projects in which outward investment capital is at least 7 billion VND, or projects having business lines subject to conditional outward investment prescribed in Clause 1 Article 41 of the Law on Investment, except projects prescribed in Article 18 of this Decree.
2. Regarding projects in which outward investment capital is at least 1.600 billion VND or projects proposed for special incentives, the Ministry of Finance shall obtain the Prime Minister's approval before issuing or revising their Certificates of Outward Investment Registration, except the cases specified in Clause 3 of this Article.
3. If the Prime Minister has granted approval for the project prescribed in Clause 2 of this Article, the following changes to such project are not subject to approval by the Prime Minister:
a) Change of investment location in the same host country;
b) Initial increase in outward investment capital by up to 10% of the approved outward investment capital without changing the project's primary objectives;
c) Use of profit generated by the overseas project for reinvestment in that same project as prescribed by law;
d) Decrease in outward investment capital for repatriation;
dd) Other changes that do not affect the project's primary objectives or scale, or not eligible for special incentives.
Article 18. Projects not required to obtain the Certificate of Outward Investment Registration
The investor shall apply for registration of foreign exchange transactions in accordance with foreign exchange management laws without having to obtain the Certificate of Outward Investment Registration in the following cases:
1. The project has outward investment capital of less than 7 billion VND and does not have business lines subject to conditional outward investment as prescribed in Clause 1 Article 41 of the Law on Investment;
2. Outward investment projects associated with defense and security and executed under agreements between the Government of Vietnam and the Government of the foreign countries as prescribed in Point b Clause 3 Article 42 of the Law on Investment. Agreements can be treaties between Governments or written agreements between authorities approved by the Governments.
3. Outward investment projects of state-owned groups and general companies on the list in Appendix I of the Government’s Decree No. 366/2025/ND-CP.
a) The business organization is a large-scale enterprise as prescribed in the Government’s Decree No. 90/2025/ND-CP dated April 14, 2025 amending the Government’s Decree No. 17/2012/ND-CP dated March 13, 2012 elaborating some Articles of the Law on Independent Audit;
b) Foreign exchange inflow is used for outward investment instead of loan capital in case investment capital in foreign currencies is transferred;
c) The business is profitable for 2 consecutive years before the year of investment, according to the business organization's consolidated financial statement;
d) Profit has been repatriated from at least 2 outward investment projects.
5. If the project is not required to obtain the Certificate of Outward Investment Registration, the investor shall declare information about the investment project, including the investment capital structure (cash and assets) on NIIS to be issued with the dossier number before applying for foreign exchange transaction registration in accordance with regulations of law on foreign exchange management. In case of changes to the project, the investor shall update information on NIIS.
6. If the investor wishes to obtain the Certificate of Outward Investment Registration for the investment project prescribed in Clause 1 and Clause 3 of this Article, the investor shall follow procedures for issuance of the Certificate of Outward Investment Registration.
7. Where necessary, SBV may enquire relevant authorities about the application for foreign exchange transaction registration related to outward investment activities. The enquired authority shall respond SBV within 7 working days from the day on which the enquiry is received.
8. If the initial outward investment capital of the project is below the threshold requiring issuance of the Certificate of Outward Investment Registration but is later increased to exceed such threshold, the Certificate of Outward Investment Registration must be obtained in accordance with this Decree.
9. SBV shall provide details instructions on registration of foreign exchange transactions by the projects prescribed in this Article.
Article 19. Application dossier for issuance of the Certificate of Investment Registration to projects subject to approval by the Prime Minister
1. The outward investment registration form (original copy).
2. Documents about the investor's legal status (valid copies).
3. Investment project proposal, including: form of investment, objectives, scale, location of the project; preliminary capital, capital raising plan, capital source structure; project execution schedule, investment stages (if any); preliminary analysis of effectiveness of the project (original copy).
4. Documents proving the investor's financial capacity, including at least one of the following documents: latest annual financial statement of the investor; the parent company's commitment to financial assistance; guarantee for the investor's financial capacity; other documents proving the investor's financial capacity (valid copies).
5. Documents certifying the overseas project location if required by Article 12 of this Decree (valid copies).
6. Documents certifying the form of outward investment if required by Article 13 of this Decree (valid copies).
7. The investor's commitment to obtain foreign currencies or the licensed credit institution's commitment to supply foreign currencies for the investor. In the former case, the credit institution's document confirming the investor's foreign currency account balance must also be included (original copy).
8. The outward investment decision as prescribed in Article 14 of this Decree (original copy).
9. The tax authority's document certifying the investor's fulfillment of tax obligations issued within 03 months before the date of submission of the project dossier (original or valid copy).
10. Report on grant of loan to the overseas business organization, including the following contents: borrower's name; total loan; purposes and conditions; disbursement plan; debt collection plan; collateral and settlement method (if any); plan for preparation of foreign currencies for lending; assessment of the borrower's financial capacity; risk level and risk management in case the investor in the outward investment project grants loans to overseas business organizations for execution of the investment project (original copy).
11. Documents certifying the guarantor's obligations in case the investor in the outward investment project provides guarantee for the overseas business organizations' loans to execute the investment project (valid copies).
12. If investment is made in the forms 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 certifying the transaction value (valid copies).
13. In case the outward investment project involves the conditional business lines prescribed in Clause 1 Article 41 of the Law on Investment, the investor shall submit the document certifying the fulfillment of conditions for outward investment issued by a competent authority (valid copy).
14. Other relevant documents.
Article 20. Procedures for issuance of the Certificate of Investment Registration to projects subject to approval by the Prime Minister
1. The investor shall declare information in the application dossier for issuance of the Certificate of Outward Investment Registration on NIIS and submit 01 original application dossier together with its electronic copy to the Ministry of Finance. The application dossier shall be received by the Ministry of Finance when it contains adequate documents as per regulations.
2. Within 02 working days from the day on which the valid application dossier is received, the Ministry of Finance shall send enquiries to relevant authorities.
3. Within 07 working days from the day on which the enquiry is received from the Ministry of Finance, the enquired authority shall respond within its jurisdiction.
4. Within 10 working days from the day on which the responses are received from all relevant authorities, the Ministry of Finance shall submit a report to the Government of Vietnam for approval for the project. The report shall have the following contents:
a) Fulfillment of conditions for issuance of the Certificate of Outward Investment Registration prescribed in Article 15 of this Decree;
b) The investor's legal status;
c) The investment project's compliance with Clause 1 Article 38 of the Law on Investment;
d) Outward investment capital, capital sources, the investor's financial capacity;
dd) Application of special assistance policies (if any).
5. If certain contents require clarification while the application dossier is being processed, the Ministry of Finance shall send a written notification to the investor. If the project is not qualified for proposal to the Prime Minister after clarification, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation.
6. Within 10 working days from the day on which the report is received from the Ministry of Finance, the Prime Minister shall consider approving the project.
7. Within 03 working days from the day on which approval is granted by the Prime Minister, the Ministry of Finance shall issue the Certificate of Outward Investment Registration to the investor, send its copies to SBV, the Ministry of Foreign Affairs , the Ministry of Home Affairs, relevant Ministries, the People’s Committee of the province or city where the investor's headquarters or permanent residence is located, the tax authority that certified the investor's fulfillment of tax obligations, and the state ownership representative body (if any).
8. If the outward investment project is rejected by the Prime Minister, within 03 working days from the day on which the Prime Minister's written rejection is received, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation.
Article 21. Documentation and procedures for revision of the Certificate of Investment Registration of projects subject to approval by the Prime Minister
1. The application dossier for revision of the Certificate of Outward Investment Registration includes:
a) Request for revision of the Certificate of Outward Investment Registration (original copy);
b) Documents about the investor's legal status in case information about the investor in the latest application dossier for issuance or revision of the Certificate of Outward Investment Registration is changed (valid copies);
c) Report on the investment project's performance by the time of submission of the application dossier for revision of the Certificate of Outward Investment Registration (original copy);
d) The decision on changes to outward investment activities as prescribed in Article 14 of this Decree (original copy);
dd) The tax authority's document certifying the investor's fulfillment of tax obligations issued within 03 months before the date of submission (original or valid copy) in case outward investment capital is increased.
e) Other relevant documents.
2. Procedures for revision of the Certificate of Outward Investment Registration:
a) The investor shall declare information in the application dossier for revision of the Certificate of Outward Investment Registration on NIIS and submit 01 original application dossier together with its electronic copy to the Ministry of Finance. The application dossier shall be received by the Ministry of Finance when it contains adequate documents as per regulations;
b) Within 02 working days from the day on which the application dossier is received, the Ministry of Finance shall send enquiries to relevant authorities;
c) Within 07 working days from the day on which the enquiry is received from the Ministry of Finance, the enquired authority shall respond within its jurisdiction;
d) Within 10 working days from the day on which the responses are received from all enquired authorities, the Ministry of Finance shall submit a report to the Prime Minister for approval.
dd) If certain contents require clarification while the application dossier is being processed, the Ministry of Finance shall send a written notification to the investor. If the project is not qualified for submission to the Prime Minister after clarification, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation;
e) Within 10 working days from the day on which the report is received from the Ministry of Finance, the Prime Minister shall consider approving the revision of the project;
g) Within 03 working days from the day on which approval for revision of the project is granted by the Prime Minister, the Ministry of Finance shall revise the Certificate of Outward Investment Registration to the investor, send its copies to SBV, the Ministry of Foreign Affairs , the Ministry of Home Affairs, relevant Ministries, the People’s Committee of the province or city where the investor's headquarters or permanent residence is located, the tax authority that certified the investor's fulfillment of tax obligations, and the state ownership representative body (if any);
h) If revision of the outward investment project is rejected by the Prime Minister, within 03 working days from the day on which the Prime Minister's written rejection is received, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation.
Article 22. Documentation and procedures for issuance of the Certificate of Investment Registration to projects not subject to approval by the Prime Minister
1. The application dossier includes:
a) The outward investment registration form (original copy);
b) Documents about the investor's legal status (valid copies);
c) The outward investment decision as prescribed in Article 14 of this Decree (original copy);
d) The tax authority's document certifying the investor's fulfillment of tax obligations (original or valid copy);
dd) Documents certifying the overseas project location if required by Article 12 of this Decree (valid copies);
e) Documents certifying the outward investment form location if required by Article 13 of this Decree (valid copies);
g) If investment is made in the forms 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 certifying the transaction value (valid copies);
h) In case the outward investment project involves the conditional business lines prescribed in Clause 1 Article 41 of the Law on Investment, the investor shall submit the document certifying the fulfillment of conditions for outward investment issued by a competent authority (valid copy).
2. Procedures for issuance of the Certificate of Outward Investment Registration:
a) The investor shall declare information in the application dossier for issuance of the Certificate of Outward Investment Registration on NIIS and submit 01 original application dossier together with its electronic copy to the Ministry of Finance. The application dossier shall be received by the Ministry of Finance when it contains adequate documents as per regulations;
b) In cases where the outward investment capital of the project is 25 billion VND or more, the Ministry of Finance shall send an enquiry to the foreign exchange authority affiliated to SBV. Within 07 working days from the receipt of the enquiry, SBV shall send a written response to the Ministry of Finance about capital transferred abroad before the Certificate of Outward Investment Registration is issued; the investor's fulfillment of conditions for money transfer as prescribed by law; issues related to loans granted to overseas business organizations, guarantee provided for overseas business organizations, and other relevant issues;
c) If certain contents of the application dossier need clarifying, the Ministry of Finance shall send a written notification to the investor within 05 working days from the day on which the valid dossier is received;
d) In cases where the outward investment project is related to overseas lending or provision of guarantee for overseas business organizations' loans, the investor shall complete relevant procedures prescribed by regulations of law on foreign exchange management. The Certificate of Outward Investment Registration does not replace the approval for overseas lending or provision of guarantee for overseas business organizations' loans prescribed by regulations of law on foreign exchange management;
dd) In case the outward investment project involves the conditional business lines, the Ministry of Finance shall send enquiries to relevant authorities. Within 07 working days from the day on which the enquiry is received, the enquired authority shall send a written response to the Ministry of Finance;
e) Within 15 working days from the day on which the valid dossier is received, the Ministry of Finance shall issue the Certificate of Outward Investment Registration to the investor, send its copies to SBV, the Ministry of Foreign Affairs , the Ministry of Home Affairs, relevant Ministries, the People’s Committee of the province or city where the investor's headquarters or permanent residence is located, the tax authority that certified the investor's fulfillment of tax obligations, and the state ownership representative body (if any);
g) If the application dossier is invalid or the conditions for issuance of the Certificate of Outward Investment Registration are not fulfilled, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation.
Article 23. Revision of Certificate of Outward Investment Registration
1. The investor shall have the Certificate of Outward Investment Registration revised in the following cases:
a) Change of the investor in Vietnam;
b) Change of the investment form;
c) Increase in the outward investment capital; change of capital sources of form;
d) Change of investment locations of investment projects requiring investment locations;
dd) Change of primary objectives of overseas investment;
e) Use of profit generated overseas to increase investment capital.
2. In case of changes other than those prescribed in Clause 1 of this Article, the investor shall update on NIIS. In cases where NIIS is not functional and information cannot be updated, the investor shall send a written request for confirmation of changes to Foreign Investment Agency of the Ministry of Finance.
Article 24. Documentation and procedures for revision of the Certificate of Investment Registration of projects not subject to approval by the Prime Minister
1. Application dossier for revision of the Certificate of Outward Investment Registration includes:
a) Request for revision of the Certificate of Outward Investment Registration (original copy);
b) Documents about the investor's legal status in case information about the investor in the latest application dossier for issuance or revision of the Certificate of Outward Investment Registration is changed (valid copies);
c) Report on the investment project's performance by the time of submission of documentation for revision of the Certificate of Outward Investment Registration (original copy);
d) The decision on changes to outward investment activities as prescribed in Article 14 of this Decree (original copy);
dd) The tax authority's document certifying the investor's fulfillment of tax obligations issued within 03 months before the date of submission (original or valid copy) in case outward investment capital is increased;
e) Documents certifying the overseas project location if required by Article 12 of this Decree (valid copies) in case of project relocation;
g) Documents certifying the form of outward investment if required by Article 13 of this Decree (valid copies) in case of change to outward investment form.
h) In case the outward investment project involves the conditional business lines, the investor shall submit the document certifying the fulfillment of conditions for outward investment issued by a competent authority (valid copy);
i) Documents certifying the guarantor's obligations in case the investor in the outward investment project provides guarantee for the overseas business organizations' loans to execute the investment project (valid copies).
2. Procedures for revision of the Certificate of Outward Investment Registration:
a) The investor shall declare information in the application dossier for revision of the Certificate of Outward Investment Registration on NIIS and submit 01 original application dossier together with its electronic copy to the Ministry of Finance. The application dossier shall be received by the Ministry of Finance when it contains adequate documents as per regulations;
b) The Ministry of Finance shall send an enquiry to the foreign exchange authority affiliated to SBV. Within 07 working days from the receipt of the enquiry, SBV shall send a written response to the Ministry of Finance about capital transferred abroad; the investor's fulfillment of conditions for money transfer as prescribed by law; issues related to loans granted to overseas business organizations, guarantee provided for overseas business organizations, and other relevant issues;
c) If certain contents of the application dossier need clarifying, the Ministry of Finance shall send a written notification to the investor within 05 working days from the day on which the valid dossier is received.
d) In cases where the outward investment project is related to overseas lending or provision of guarantee for overseas business organizations' loans, the investor shall obtain approval for overseas lending or provision of loan guarantee as prescribed by regulations of law on foreign exchange management;
dd) In case the outward investment project involves the conditional business lines, the Ministry of Finance shall send enquiries to relevant authorities. Within 07 working days from the day on which the enquiry is received, the enquired authority shall send a written response to the Ministry of Finance;
e) Within 15 working days from the day on which the valid dossier is received, the Ministry of Finance shall revise the Certificate of Outward Investment Registration, send its copies to SBV, the Ministry of Foreign Affairs , the Ministry of Home Affairs, relevant Ministries, the People’s Committee of the province or city where the investor's headquarters or permanent residence is located, the tax authority that certified the investor's fulfillment of tax obligations, and the state ownership representative body (if any);
g) If the application dossier is invalid or the conditions for revision of the Certificate of Outward Investment Registration are not fulfilled, the Ministry of Finance shall send a written notification of rejection to the investor and provide explanation.
Article 25. Online issuance and revision of Certificates of Outward Investment Registration
1. For outward investment projects not subject to approval by the Prime Minister and not having conditional business lines, investors may submit physical application dossiers following the procedures established in this Decree or submit online application dossiers on the National Investment Information System ("NIIS").
2. The online application dossier for issuance or revision of Certificates of Outward Investment Registration shall include electronic copies of the documents prescribed in this Decree, which have the same legal value as physical documents.
3. An online application dossier shall be considered valid when the following conditions are fully satisfied:
a) It includes sufficient documents that are fully declared as if they were physical documents, presented in electronic formats and appropriately named;
b) Information declared on NIIS is sufficient and consistent with that in the physical documents;
c) The project dossier uploaded to NIIS bears the investor's public digital signature (if any).
4. In case of authorization, the application shall be accompanied by the authorization letter and legal documents of the authorized party.
Article 26. Procedures for online issuance and revision of Certificates of Outward Investment Registration on NIIS
1. The investor shall register an account on NIIS.
2. The investor shall declare information on the National Investment Information System and upload electronic documents bearing the investor's public digital signature (if any) to NIIS.
3. After the application dossier is sent, the Ministry of Finance shall examine its validity. If the application dossier is invalid, the Ministry of Finance shall notify the investor on NIIS. If the application dossier is valid, the investor will receive a receipt via NIIS.
4. If certain contents of the application dossier need clarifying, the Ministry of Finance shall send a written notification to the investor via NIIS within 05 working days from the day on which the dossier is received.
5. If the application dossier is valid and satisfactory, the Ministry of Finance shall issue or revise the Certificate of Outward Investment Registration within 15 working days from the day on which the valid dossier is received.
6. The investor shall bear responsibility for the accuracy and adequacy of the online application dossier.
Article 27. Procedures for updating outward investment project information
1. Within 01 month from occurrence of change to outward investment project information which is not subject to revision of the Certificate of Outward Investment Registration or the project is not subject to issuance of the Certificate of Outward Investment Registration, the investor shall update such change to NIIS. In cases where NIIS is not functional and information cannot be updated, the investor may send a written request for confirmation of the change to Foreign Investment Agency of the Ministry of Finance. The confirmation of the change shall be sent to the investor within 03 working days from the day on which the investor's written request is received.
2. Contents on the Certificate of Outward Investment Registration that have been updated or changed in accordance with Clause 1 of this Article shall be presented on the revised Certificate of Outward Investment Registration when the investor applies for revision of the Certificate of Outward Investment Registration.
Article 28. Termination of outward investment projects
1. An outward investment project shall be terminated in the following cases:
a) The termination is decided by the investor;
b) The investment project operation period prescribed by the host country expires;
c) The project is terminated under the termination conditions prescribed in the contract or the enterprise's charter;
d) The investor transfers the entirety of the overseas investment capital to foreign investors;
dd) The Certificate of Outward Investment Registration or Certificate of registration of foreign exchange transactions has been issued for more than 24 months but the investor fails to or is incapable of executing the investment project following the schedule registered with the regulatory body and fails to adjust the project execution schedule;
c) The overseas business organization is dissolved or bankrupt under the law of the host country;
g) The project is terminated under a court judgment, court decision or arbitral award.
2. Immediately after the termination, the investor shall liquidate the investment project under the law of the host country. Within 12 months from the availability of the tax settlement report or an equivalent legal document prescribed by the host country's law regarding the completion of investment project liquidation, the investor shall repatriate the entirety of the revenue from investment project liquidation in accordance with regulations of law on foreign exchange management and relevant laws.
3. Within 60 days from the date of completion of overseas investment project liquidation and repatriation of revenue from investment project liquidation (if any), the investor shall:
a) Follow and complete procedures for invalidation of the Certificate of Outward Investment Registration if the project was granted the Certificate of Outward Investment Registration;
b) Send written notifications of the investment project termination to SBV and the Ministry of Finance if the project is not subject to issuance of the Certificate of Outward Investment Registration. The notifications must include the declaration that the liquidation of the overseas investment project has been complete and the entire revenue from the investment project liquidation (if any) has been repatriated.
Article 29. Documentation and procedures for invalidation of the Certificates of Outward Investment Registration
1. The investor shall submit 01 original application dossier together with is electronic copy to the Ministry of Finance. The application dossier shall include:
a) Request for invalidation of the Certificate of Outward Investment Registration (original copy);
b) Documents about the investor's legal status (valid copies);
c) Report on performance of the outward investment project enclosed with the financial statement or equivalent documents prepared by the overseas business organization (if any);
d) The original Certificate of Outward Investment Registration;
dd) The decision on termination of the overseas investment project as prescribed in Article 14 of this Decree (original copy);
e) Documents proving the project liquidation have been completed and all the money, assets and revenue from project liquidation have been repatriated (valid copies).
2. The application dossier shall be received by the Ministry of Finance when it contains all required documents.
3. Within 02 working days from the day on which the valid application dossier is received, the Ministry of Finance shall send an enquiry to SBV about the investor's foreign exchange transactions, compliance with foreign exchange laws, violations and actions taken against these violations (if any). Within 07 working days from the receipt of the enquiry, SBV shall send a written response to the Ministry of Finance.
4. If certain contents of the application dossier need clarifying, the Ministry of Finance shall send a written notification to the investor within 05 working days from the day on which the valid dossier is received.
5. Within 15 working days from the day on which the valid dossier is received, the Ministry of Finance shall issue decision on invalidation and revocation of the Certificate of Outward Investment Registration, send its copies to SBV, the Ministry of Foreign Affairs , the Ministry of Home Affairs, relevant Ministries, the People’s Committee of the province or city where the investor's headquarters or permanent residence is located, the tax authority that certified the investor's fulfillment of tax obligations, and the state ownership representative body (if any).
6. In cases where the outward investment project is terminated as prescribed in Point dd Clause 1 Article 28 of this Decree but the investor fails to follow and complete procedures for invalidation of the Certificate of Outward Investment Registration, the Ministry of Finance shall, pursuant to the Law on Investment and this Decree, invalidate the Certificate of Outward Investment Registration, notify the investor and relevant authorities. If the investor wishes to carry on the outward investment project after the Certificate of Outward Investment Registration is invalidated, the investor shall apply for another Certificate of Outward Investment Registration in accordance with the Law on Investment and this Decree.
7. Regarding projects subject to approval by the Prime Minister, the investor and the authority that decide the outward investment as prescribed in Article 14 of this Decree shall decide their termination and submit a report to the Prime Minister.
Article 30. Reissuance and rectification of Certificates of Outward Investment Registration
1. In cases where the Certificate of Outward Investment Registration is lost or damaged, the investor shall submit a written request for reissuance of the Certificate of Outward Investment Registration together with documents specifying the reasons to the Ministry of Finance. The Ministry of Finance shall reissue the Certificate of Outward Investment Registration within 05 working days from the day on which the written request is received.
2. In cases where certain contents of the Certificate of Outward Investment Registration is not consistent with information in the application dossier, the investor shall submit a written request for rectification of the Certificate of Outward Investment Registration together with documents specifying the reasons to the Ministry of Finance. The Ministry of Finance shall issue the rectified Certificate of Outward Investment Registration within 05 working days from the day on which the written request is received.
Chapter III
INITIATION OF OVERSEAS INVESTMENT ACTIVITIES
Article 31. Opening outward investment capital account
1. The investor shall open an outward investment capital account at a licensed credit institution in Vietnam in accordance with regulations of law on foreign exchange management.
2. All transfers of money from Vietnam to foreign countries and from foreign countries to Vietnam related to outward investment activities must be conducted using the outward investment capital account prescribed in Clause 1 of this Article in accordance with regulations of law on foreign exchange management.
Article 32. Transfer of outward investment capital abroad
1. The investor may transfer capital abroad to conduct investment activities when the following conditions are fulfilled:
a) The Certificate of Outward Investment Registration has been issued if the project is subject to issuance of such Certificate;
b) Investment activities have been approved or licensed by a competent authority of the host country (if any). If approval or licensing is not required by the host country's law or the license is only granted after the investor completes the transfer of capital, the investor shall provide documentary evidence for the right to conduct investment activities in the host country;
c) An outward investment capital account has been opened in accordance with Article 31 of this Decree.
2. The transfer of capital abroad must comply with regulations of law on foreign exchange management, export, technology transfer and other relevant laws.
3. The investor may transfer money, goods, machinery and equipment abroad before the Certificate of Outward Investment Registration is granted (or before foreign exchange transaction registration is confirmed if the project is not subject to issuance of the Certificate of Outward Investment Registration) to cover the following costs:
a) Research of market and investment opportunities;
b) Site survey;
c) Document study;
d) Collection and purchase of documents and information related to investment project selection;
dd) Consolidation, assessment, approval, selection and employment of experts for assessment and appraisal of the investment project;
e) Organization of scientific conventions;
g) Establishment and operation of the overseas office related to the creation of the investment project;
h) Participation in international bidding, depositing or other forms of financial guarantee, payment of fees and charges required by the procuring entity or the host country;
i) Participation in merger and acquisition of companies, depositing or other forms of financial guarantee, payment of fees and charges required by the selling party or the host country;
k) Contract negotiation;
l) Purchase or lease of assets serving the creation of the overseas investment project.
4. The transfer of money, goods, machinery and equipment abroad prescribed in Clause 3 of this Article shall comply with regulations of law on foreign exchange, export, customs and technology.
5. The limit on money transfer prescribed in Clause 3 of this Article shall not exceed 5% of the total outward investment capital and shall not exceed 300.000 USD in the total outward investment capital, unless otherwise prescribed by the Government of Vietnam.
6. Customs procedures for transfer of money, goods, machinery and equipment abroad to serve the execution of the outward investment project shall be completed in accordance with customs laws.
7. SBV shall provide details instructions on foreign exchange management of transfer of money abroad to serve investment activities as prescribed in this Article.
Article 33. Use of profit overseas
1. The investor may retain and reinvest profit from overseas investment in the following cases:
a) Contributing capital for overseas investment if contribution is less than registered amount;
b) Increasing outward investment capital;
c) Executing new investment projects overseas.
2. The investor shall apply for revision of the Certificate of Outward Investment Registration in the cases specified in Point a and Point b Clause 1 of this Article; apply for issuance of the Certificate of Outward Investment Registration in the cases specified in Point c Clause 1 of this Article.
Article 34. Repatriation of profit
1. In case of profit retention prescribed in Article 33 of this Decree, within 12 months from the profit distribution date, the investor shall transfer the entire profit and other income from overseas investment activities to Vietnam.
2. The investor may swap the distributed profit with obligations incurred overseas to partners operating in Vietnam. The swap must satisfy the following conditions:
a) It has been reported to SBV and the Ministry of Finance as per regulations;
b) Regulations of law on foreign exchange management, investment and relevant laws are complied with;
c) Tax obligations incurred in Vietnam on the swap transaction are fulfilled, including tax obligations of the investor and the foreign partner (if any);
d) The swap transaction is not used for tax evasion, tax avoidance or commission of violations against regulations of law on tax, foreign exchange and relevant laws.
3. If the investor does not wish to transfer the profit and other income within the time limit prescribed in Clause 1 of this Article, the investor shall send a prior notice to the Ministry of Finance and SBV. Profit must be repatriated within 12 months from the expiration of the time limit specified in Clause 1 of this Article.
4. If profit is not repatriated within the time limit specified in Clause 1 of this Article without sending a prior notice, or within the extended time limit specified in Clause 3 of this Article, the investor shall incur administrative penalties as prescribed by law.
Article 35. Reporting
1. After the Certificate of Outward Investment Registration is granted, the investor shall register a NIIS account with the issuing authority to submit periodic reports as per regulations.
2. The investor shall submit reports on operation of the outward investment project in accordance with Clauses 3, 4 and 5 Article 48 of the Law on Investment; update information and submit reports punctually on NIIS. Biannual reports shall be submitted before the 20th of the month succeeding the reporting period; Annual reports shall be submitted before the 20th of February of the year succeeding the reporting year.
3. In case of discrepancies between the report on NIIS and the physical report, the former shall prevail.
4. In cases where a business organization established overseas to carry out outward investment investments of the Vietnamese investor makes investment in a third country or another business organization in the host country, the host's country law shall be complied with and the outward investment authority must be informed.
5. Handling violations against regulations on reporting:
a) The Ministry of Finance shall issue a written warning for the first offence;
b) Administrative penalties shall be imposed in accordance with regulations of law on administrative penalties for violations against regulations on planning and investment;
c) The violations shall be published on NIIS, the website of Ministry of Finance and other mass media channels;
d) The application-processing authority is entitled to request the investor to report before issuing or revising the Certificate of Outward Investment Registration if the applicant (investor) fails to comply with reporting regulations. The time taken by the applicant to report shall be excluded from the time limit for application processing.
Article 36. Financial obligations
1. Investors shall fulfill all financial obligations to the State of Vietnam related to the outward investment project in accordance with tax laws.
2. Investors that are state-owned enterprises shall fulfill all financial obligations to the State of Vietnam related to the outward investment project in accordance with tax laws, regulations of law on management and investment of state capital in enterprises.
3. Exemption of export and import duties on capital in the form of goods, machinery and equipment exported to serve investment activities and repatriated shall comply with regulations of law on export and import duties.
Article 37. Dispatch of Vietnamese workers to overseas investment projects
1. The dispatch of Vietnamese workers to overseas investment projects shall comply with regulations of law on Vietnamese guest workers, the contracts and the host country's law.
2. Investors shall comply with regulations on dispatching Vietnamese workers to overseas investment projects; protect lawful rights of Vietnamese workers overseas; handle issues that occur while dispatching Vietnamese workers to overseas investment projects in accordance with regulations of law on Vietnamese guest workers, the contracts and other relevant laws.
Chapter IV
STATE MANAGEMENT OF OUTWARD INVESTMENT
Article 38. Responsibility for state management of outward investment
1. The Government of Vietnam shall ensure uniformity of state management of outward investment nationwide.
2. The Ministry of Finance shall be responsible for to the Government for state management of outward investment.
3. SBV shall be responsible to the Government for state management of foreign exchange management related to outward investment activities.
4. Other ministries, the People’s Committees of provinces and cities, Vietnam’s representative bodies overseas shall carry out state management or outward investment within their jurisdiction.
Article 39. Duties and entitlements of various agencies
1. The Ministry of Finance shall have duties and entitlements to state management of outward investment as prescribed in Clause 2 Article 44 of the Law on Investment, other duties and entitlements prescribed in this Decree.
2. Duties and entitlements of SBV:
a) Promulgate or propose promulgation of regulations, mechanisms, policies on lending by credit institutions and foreign bank branches for outward investment, foreign exchange management related to outward investment activities;
b) Provide guidance on foreign exchange management of transfer of money from Vietnam to foreign countries, repatriation of profit and lawful revenues from outward investment activities prescribed in this Decree;
c) Send the Ministry of Finance monthly, quarterly and annual statistics about foreign exchange transaction registration for projects not subject to issuance of the Certificate of Outward Investment Registration;
d) Inspect transfer of money from Vietnam to foreign countries and from foreign countries to Vietnam related to outward investment projects;
dd) Cooperate with Ministries and central authorities in formulating and proposing promulgation of regulations on procedures for approving overseas lending and guarantee for non-residents;
e) Prepare annual reports on transfer of money from Vietnam to foreign countries (before and after issuance of the Certificate of Outward Investment Registration) and repatriation of money related to outward investment projects; submit them to the Ministry of Finance for consolidation before the 15th of March of the year succeeding the reporting year.
3. Duties and entitlements of the Ministry of Foreign Affairs
a) Comment on outward investment project dossiers at the request of the Prime Minister, the Ministry of Finance or SBV;
b) Request Vietnam’s representative bodies overseas to cooperate with relevant authorities in monitoring and assisting investment activities of Vietnamese investors in host countries where necessary; assist the Ministry of Finance and competent authorities in verifying about investment activities of Vietnamese investors in their areas when requested;
c) Submit reports on provision of assistance by Vietnam’s representative bodies overseas for Vietnamese investors In host countries in accordance with Clause 5 Article 44 of the Law on Investment.
4. Duties and entitlements of the Ministry of Industry and Trade:
a) Take charge and cooperate with the Ministry of Finance, relevant Ministries and central authorities in formulating, promulgating or proposing promulgation of regulations, mechanisms, policies on trade, industry and energy related to outward investment activities;
d) Inspect and supervise trade, industry and energy activities related to outward investment activities;
c) Submit reports on outward investment activities in the fields of trade, industry and energy in accordance with Article 48 of the Law on Investment.
5. Duties and entitlements of the Ministry of Home Affairs:
a) Promulgate or propose promulgation of regulations, mechanisms, policies on management and employment of Vietnamese workers related to outward investment activities;
b) Comment on labor-related issues relevant to outward investment activities at the request of the Prime Minister, the Ministry of Finance or SBV;
c) Inspect and supervise the dispatch of Vietnamese workers to overseas investment projects;
d) Submit reports on dispatch of Vietnamese workers to overseas investment projects in accordance with Article 48 of the Law on Investment.
6. Duties and entitlements of Ministries, ministerial agencies, the People’s Committees of provinces and cities:
a) Perform the duties and entitlements prescribed in Clause 3 Article 44 of the Law on Investment, other duties and entitlements prescribed in this Decree and relevant laws;
b) Comment on labor-related issues relevant to outward investment activities at the request of the Prime Minister, the Ministry of Finance or SBV;
c) Inspect and supervise issues related to outward investment activities within their jurisdiction;
d) Submit reports on outward investment within their jurisdiction in accordance with Article 48 of the Law on Investment.
7. Duties and entitlements of Vietnam’s representative bodies overseas:
a) Cooperate with relevant authorities in monitoring and supporting investment activities of Vietnamese investors in host countries; protect their lawful rights and interests; assist Vietnamese investors during execution of their investment projects in the host countries as prescribed by law; assist the Ministry of Finance and competent authorities in verifying information about investment activities of Vietnamese investors in their areas when requested;
b) Submit annual or ad hoc reports on provision of assistance by Vietnam’s representative bodies overseas for Vietnamese investors in their areas to the Ministry of Foreign Affairs for consolidation and reporting to the Ministry of Finance as per regulations.
Article 40. Assistance for outward investment activities
1. Competent authorities shall, within their jurisdiction, provide assistance for investors making outward investment by:
a) Providing information about investment environment, law, policies, industries and areas with potential of host countries;
b) Carrying out administrative procedures for issuance, revision, invalidation of Certificates of Outward Investment Registration and relevant procedures as prescribed by law;
c) Connecting, promoting investment, enabling investors to approach partners, regulatory bodies, and relevant organizations in host countries;
d) Resolving difficulties that arise during execution of outward investment projects;
dd) Accessing lawful capital sources and financial instruments, including investment credit, guarantee, risk insurance for outward investment as prescribed by regulations of law on investment credit of the State, insurance laws and relevant laws;
e) Protecting lawful rights and interests of investors under international treaties to which Vietnam is a signatory, the law of Vietnam and host countries;
g) Establish connection between regulatory bodies to ensure continuity of administrative procedures, state management and assistance for outward investment.
2. The Ministry of Finance shall act as a conduit to assist the Government of Vietnam in coordinating measures for assisting investors making outward investment; take charge and cooperate with other Ministries, ministerial agencies, Vietnam’s representative bodies overseas and local governments in assisting investors in accordance with this Decree.
3. a) Investors shall provide sufficient and accurate information and documents, take legal responsibility for the accuracy of the information and documents provided.
Article 41. Inspection, supervision, assessment
1. Inspection, supervision, assessment of outward investment projects shall be carried out in accordance with regulations of law on inspection, supervision, assessment of investment.
2. Investors shall provide documents and information relevant to the inspection, supervision, assessment of outward investment for competent authorities as prescribed by law.
Article 42. Handling violations and settling disputes
1. Organizations and individuals that violate this Decree shall face be disciplinary actions, administrative penalties or criminal prosecution depending on the nature and severity of the violations; and pay compensation for any damage caused.
2. The Government and regulatory bodies of Vietnam do not have the responsibility to settle disputes among investors, and between investors and other entities during the process of procedures for investment and overseas investment activities.
3. Investors shall be responsible for any damage caused by the failure to comply or fully comply with regulations on outward investment of the Law on Investment, this Decree and relevant laws of Vietnam and host countries, as well as International Agreements and Treaties to which Vietnam is a signatory.
Chapter V
IMPLEMENTATION CLAUSES
Article 43. Entry into force
This Decree enters into force from April 03, 2026 and replaces Chapter VI on outward investment of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 elaborating some Articles of the Law on Investment.
Article 44. Transition clauses
1. Investment activities that have been granted the Investment License or Certificate of Outward investment or outward investment permit before the effective date of this Decree may be carried on in accordance with the regulations of this Decree.
2. In cases where the project dossier has been received by a competent authority under the 2020's Law on Investment but the Certificate of Outward Investment Registration has not been issued, revised or invalidated, and the project is not subject to issuance of the Certificate of Outward Investment Registration as prescribed in this Decree, the investor is not required to apply for issuance, revision or invalidation of the Certificate of Outward Investment Registration.
3. In cases where the investor has submitted a valid application dossier for issuance, revision or invalidation of the Certificate of Outward Investment Registration and has not received the result, the investor may continue using the submitted dossier to apply for the Certificate of Investment Registration (if required) in accordance with the regulations of this Decree.
Article 45. Responsibility for implementation
1. The Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the Ministry of Industry and Trade and State Bank of Vietnam shall, within their jurisdiction, provide guidelines for the implementation of this Decree.
2. Ministers, heads of ministerial-level agencies, Presidents of the People’s Committees of provinces and cities are responsible for providing instructions and implementing this Decree.
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ON BEHALF OF THE GOVERNMENT
PP PRIME MINISTER
DEPUTY PRIME MINISTER
(Signed and sealed)
Nguyen Chi Dung
(This translation is for reference only)
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