Vietnam’s outward investment has seen positive developments in recent years, contributing to steady growth and enhancing the global standing of Vietnamese companies. The Vietnamese government promotes outward investment as a way to scale international markets, increase export revenues, and adopt advanced technologies and management practices for national growth.

To help businesses maximize investment incentives and legal protection, Hung Phi Law Firm outlines key insights into the Current legal framework for outward investment in Vietnam in the following article. 

1. Overview of outward investment in Vietnam

General outline of outward investment from Vietnam

Alongside foreign direct investment activities (FDI), outward investment is a strategic economic driver. It strengthens global presence, effectively optimize global supply chains and sharpen business’s international competitiveness. 

1.1. Definition of outward investment in Vietnam

According to Clause 13, Article 3 of the Vietnamese Law on Investment 2025,

“Outward investment activity” means an investor transferring investment capital from Vietnam to a foreign country and using profit obtained from such investment capital to carry out outward investment activities in the foreign country.

1.2. Entities permitted to conduct outward investment activities

According to Article 68 of Decree 31/2021/ND-CP, investors conducting outward investment activities shall include:

– Enterprises established and operating in accordance with the Law on Enterprises and the Law on Investment.

– Cooperatives and union of cooperatives e stablished and operating in accordance with the Law on Cooperatives.

– Credit institutions established and operating in accordance with the Law on Credit Institutions.

– Business households registered in accordance with the laws of Vietnam.

– Individuals holding Vietnamese nationality, except for the cases stipulated in Clause 2, Article 17 of the Law on Enterprises.

– Other organizations conducting business investment in accordance with the laws of Vietnam.

1.3. Forms of outward investment 

According to Article 39 of the Vietnamese Law on Investment 2025, investors shall carry out outward investment activities in the following forms:

– Establishment of a business organization in accordance with the law of the host country;

– Making investment on the basis of an overseas contract;

– Contribution of capital to, purchase of shares or stakes of an overseas business organization to participate in management of such business organization;

– Trading in securities, other valuable papers, or making investment via securities investment funds and other intermediary financial institutions in a foreign country;

– Other forms of investment prescribed by law of the host country.

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VIETNAM’S LEGAL FRAMEWORK ON INVESTMENT INCENTIVES

2. Key considerations for business lines in outward investment

Critical insights on business lines for outward investment

– Investors must ensure their business lines comply with International treaties to which the Socialist Republic of Vietnam is a signatory.

– Investors shall not conduct business activities in sectors prohibited for outward investment, as stipulated in the Law on Investment and relevant regulations.

– For specialized or conditional sectors, the business lines registered in the outward investment dossier must strictly comply with the investor’s licensed scope of operation in Vietnam. In other cases, maintaining consistency between domestic and overseas operations is highly recommended to ensure a seamless approval process.

The following section outlines the regulations on business lines prohibited from or subject to conditions for investment, which shall be noted by investors during the implementation of outward investments:

2.1. Prohibited business lines

According to Article 40 of the Vietnamese Law on Investment 2025, investors are strictly prohibited from conducting outward investment in the following sectors:

– Business lines specified in Article 6 of this Law and relevant international treaties to which the Socialist Republic of Vietnam is a party.

– Business lines with technologies and products banned from export in accordance with the law on foreign trade management.

– Business lines banned from business investment in accordance with regulations of laws of the host countries.

2.2. Conditional business lines

These are sectors that require prior approval or specialized licenses from competent Vietnamese authorities before an Outward Investment Registration Certificate (OIRC) can be issued.

a. List of business lines subject to conditional outward investment 

According to Article 41 of the Vietnamese Law on Investment 2025,

Business lines subject to conditional outward investment include:

a) Banking;

b) Insurance;

c) Securities;

d) Press, radio and television;

dd) Real estate business.

b. Specific conditions for each sector

According to Article 72 of Decree 31/2021/ND-CP about Conditions for outward investment in conditional business lines:

– For the banking, insurance, and securities sectors, investors must satisfy the conditions prescribed by laws on banking, insurance, and securities, and obtain written approval from the competent authorities.

– For the press, radio, and television sectors, the investor must be an organization that has been licensed to operate in the press, radio, or television sector in Vietnam and has obtained written consent from the Ministry of Information and Communications.

– For the real estate sector, the investor must be an enterprise established under the Law on Enterprises.

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3. How to apply for an outward investment registration certificate?

Application process for outward investment registration certificates

3.1. Authority for issuance, amendment, and termination of outward investment registration certificates

According to Article 42 of the Vietnamese Law on Investment 2025,

The Ministry of Finance shall issue, amend, and terminate the validity of Outward Investment Registration Certificates for:

– Projects with outward investment capital as prescribed by the Government;

– Investment projects in conditional outward investment business lines as stipulated in Clause 1, Article 41 of the Vietnamese Law on Investment 2025.

Important note:

– Where necessary, the Ministry of Finance may delegate the authority to issue, amend, and terminate the validity of Outward Investment Registration Certificates to its subordinate organizations.

– The Ministry of Finance shall report to the Prime Minister for consideration and approval prior to the issuance or amendment of the Outward Investment Registration Certificate regarding large-scale outward investment projects or projects seeking special incentive mechanisms and policies, except for the cases specified in Clause 3 of Article 42 of the Vietnamese Law on Investment 2025.

3.2. Procedures for issuance of outward investment registration certificate

a. For projects not subject to investment policy approval

Step 1: Prepare the dossier 

Pursuant to Article 78 of Decree No. 31/2021/ND-CP, for investment projects that are not subject to the approval of investment policies, the application dossier for an Outward Investment Registration Certificate shall comprise the following documents:

– Outward investment registration form;

– Documents certifying the legal status of the investor;

– Decision on outward investment;

– Written commitment to self-balance foreign currency resources or a written commitment from an authorized credit institution to arrange foreign currency for the investor;

– For outward investment projects in conditional sectors and trades, the investor shall submit a written approval from the competent state authority regarding the fulfillment of outward investment conditions in accordance with relevant laws (if any).

– Tax authority’s certification of the investor’s fulfillment of tax obligations;

– Documents certifying the location of the outward investment project for cases stipulated in Article 73 of Decree No. 31/2021/ND-CP;

– Documents determining the form of outward investment under Article 74 of Decree No. 31/2021/ND-CP. 

Step 2: Submit the dossier at the competent authority mentioned above

Step 3: Processing the dossier

Within 15 days from the date of receipt of a valid dossier, the Ministry of Finance shall issue the Outward Investment Registration Certificate.

In the event that the dossier is invalid or fails to satisfy the conditions for the issuance of the Outward Investment Registration Certificate, the Ministry of Finance shall issue a written notice of refusal to the investor, clearly stating the reasons.

b. For projects subject to investment policy approval

Pursuant to Article 75 of Decree No. 31/2021/ND-CP, the application dossier for projects subject to the approval of investment policies shall comprise:

– Outward investment registration form;

– Investor’s legal status documents;

– Investment project proposal, including: form, objectives, scale, and location; preliminary investment capital, financing plan, and capital structure; implementation schedule; and preliminary investment efficiency analysis;

– Documents proving financial capacity, including at least one of the following:

• The investor’s financial statements for the last two years;
• Parent company’s financial support commitment;
• Financial institution’s financial support commitment;
• Financial guarantee; 
• Other equivalent evidentiary documents;

– Written commitment to self-balance foreign currency resources or a commitment from an authorized credit institution to arrange foreign currency;

– Owner’s representative approval and internal appraisal report (for state-owned enterprises), or an Outward Investment Decision;

– Written approval of investment conditions from the competent authority for projects in conditional sectors/trades (if applicable).

– Tax authority’s certification of the investor’s fulfillment of tax obligations.

– Documents certifying the location of the outward investment project for cases stipulated in Article 73 of Decree No. 31/2021/ND-CP.

– Documents determining the form of outward investment for cases stipulated in Article 74 of Decree No. 31/2021/ND-CP.

– Report on the provision of loans to overseas economic organizations.

– Documents determining the fulfillment of guarantee obligations in cases where the outward investment project involves the investor providing a guarantee for an overseas economic organization to borrow funds for project implementation.

– Other relevant documents.

Step 2: Submit the dossier at the competent authority mentioned above

Step 3: Processing the dossier

Within 10 days from the date of receipt of the appraisal report from the Ministry of Finance, the Prime Minister shall issue a Decision on approval of outward investment policy.

Within 05 working days from the date of receipt of the Prime Minister’s Decision on approval of outward investment policy, the Ministry of Finance shall issue the Outward Investment Registration Certificate to the investor.

In the event that the Prime Minister does not approve the outward investment policy, within 03 working days from the date of receipt of the Prime Minister’s written opinion, the Ministry of Finance shall issue a written notice of refusal to issue the Outward Investment Registration Certificate to the investor, clearly stating the reasons.

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INVESTMENT REGISTRATION CERTIFICATE (IRC) APPLICATION PROCEDURE IN VIETNAM

4. Hung Phi Law Firm – providing full-service legal support for domestic and foreign investments

End-to-end support for investment projects

Hung Phi Law Firm is a trusted full-service legal practice with a core specialization in foreign investment. Our attorneys leverage deep local insights and extensive practical experience to deliver strategic legal solutions throughout the investment process in Vietnam.

We are committed to protecting our clients’ interests and ensuring that the target company can continue operating smoothly after the transaction.

Below are the prominent foreign investment legal services that Hung Phi Law Firm frequently consults on and executes:

– Legal advice on the process, conditions, procedures, and structures of investment;

– Legal advice on investment and business sectors;

– Legal advice on investment incentives and supports;

– Legal advice on preparing and handling dossiers and procedures for obtaining the Investment Registration Certificate (IRC) and the approval of investment guidelines.

– Legal advice and execution of procedures for: the establishment of 100% foreign-invested enterprises, joint ventures, and investment procedures under forms of PPP, BCC contracts, etc.

– Legal advice and execution of procedures for capital contribution or purchase of shares/ stakes in other business organizations;

– Legal advice and execution of procedures for the establishment/ termination of the operating office of foreign investors under BCC contracts;

– Legal advice and execution of procedures for hiring foreign labor; 

– Legal advice and execution of procedures for adjusting investment registration certificates;

– Legal advice and execution of procedures for the termination of investment projects;

– Legal advice and execution of procedures for transferring the project in part or in full;

– Legal advice on the implementation of the project and the course of business operations to ensure compliance with Vietnamese law;

– Legal advice on state policies and national guidelines regarding planned areas and investment incentives;

– Regular legal advice for Foreign Direct Investment (FDI) Enterprises typically on taxation, labor and employment, foreign exchange, investment reporting, commercial contracts;

– Legal advice and execution of procedures for investment and commercial dispute resolution; 

– Legal advice on preparing and handling dossiers and procedures for obtaining business licenses for sectors such as trade, logistics, education, and manufacturing,…

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Vietnam’s Reliable Law Firm for Foreign Businesses

The above information outlines Current legal framework for outward investment in Vietnam, as provided by Hung Phi Law Firm to our clients.

Should you have any questions regarding this matter or require legal advice tailored to your specific case, please do not hesitate to contact the lawyers of Hung Phi Law Firm for timely support and professional consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,