From April 3, 2026, pursuant to Article 18 of Decree No. 103/2026/ND-CP, the Government officially allows certain outbound investment projects to be exempt from the requirement to obtain an Outward Investment Registration Certificate. This marks a significant shift in investment management policy, reflecting the Government’s direction toward administrative reform and encouraging Vietnamese enterprises to expand into international markets.
Notably, this regulation not only impacts domestic enterprises but also carries particular significance for foreign-invested enterprises (FDI) in Vietnam, especially as many multinational groups are using Vietnam as an operating hub to deploy regional investment activities. However, to effectively leverage this opportunity, investors must clearly understand the scope of application, accompanying conditions, and practical risks during implementation.
Under Article 18 of Decree No. 103/2026/ND-CP, investors are exempt from the procedures for obtaining an Outward Investment Registration Certificate in certain cases, most notably where the outbound investment capital is less than VND 7 billion and the project does not fall within conditional outbound investment sectors.
At the same time, Article 41 of the Law on Investment sets out the list of conditional outbound investment sectors, including banking, insurance, securities, press and broadcasting, and real estate business.
In addition, the law imposes specific conditions on economic organizations in which foreign investors hold more than 50% of the charter capital, including requirements relating to capital sources, business performance, and procedures in cases of capital increase for outbound investment.
Accordingly, the new regulation does not constitute a “complete removal” of investment procedures but rather a selective exemption mechanism accompanied by other regulatory controls.
The exemption from obtaining an Outward Investment Registration Certificate for small-scale projects brings clear positive impacts for Vietnamese enterprises, particularly SMEs and startups.
Previously, even small-scale projects were subject to licensing procedures with lengthy processing times and relatively complex documentation requirements. The new regulation significantly shortens project implementation timelines, reduces compliance costs, and allows businesses to test foreign markets more flexibly.
For sectors such as technology, consulting, cross-border services, or small business models, this presents a clear opportunity to establish an overseas presence and validate business models before scaling up investment.
For FDI enterprises, the new regulation carries deeper strategic implications.
In practice, many foreign groups are using Vietnamese legal entities as operating hubs to conduct regional activities. The exemption from licensing procedures for small projects enables FDI enterprises to:
However, these advantages can only be fully realized if FDI enterprises effectively manage issues related to capital structure and cash flow, especially given that outbound transactions are often subject to stricter scrutiny compared to those of domestic enterprises.
An important point to note is that exemption from obtaining an Outward Investment Registration Certificate does not mean that investors are fully exempt from legal obligations.
Under current regulations, investors must still declare project information on the National Investment Information System and complete foreign exchange registration procedures before transferring capital abroad.
In practice, the banking system plays a key role in controlling capital flows and is a decisive factor in whether investors can execute outbound remittances. For FDI enterprises, this is often the most complex step due to multi-layered capital structures and the requirement to prove the lawful source of funds.
Investors are still required to obtain an Outward Investment Registration Certificate in the following cases:
This means that even small-scale projects in sensitive sectors such as real estate or finance must fully comply with licensing procedures. Incorrect classification of business lines at the outset may lead to legal risks and affect project timelines.
For economic organizations in which foreign investors hold more than 50% of charter capital, additional conditions apply when conducting outbound investment.
Specifically, enterprises must use capital sourced from equity (excluding capital contributed for projects in Vietnam), must have recorded profits for two consecutive years, and must comply with specific procedures in cases of capital increase for outbound investment.
In practice, this represents a significant barrier for many FDI enterprises, particularly those serving operational or distribution functions within a group and lacking substantial accumulated profits in Vietnam. Furthermore, these requirements may limit flexibility in capital allocation within multi-layered investment structures.
Although the new regulation is progressive, there is currently no detailed guidance from the State Bank of Vietnam regarding foreign exchange registration procedures for projects exempt from the Outward Investment Registration Certificate.
In addition, the regulation allows authorities to seek opinions from relevant agencies where necessary but does not specify clear criteria.
This may lead banks to adopt a cautious approach, requiring additional documentation or prolonging processing times, particularly for complex cross-border transactions.
From an advisory perspective, the new regulation is not merely a procedural change but also a basis for developing effective investment strategies.
A practical approach is to start with an investment capital of under VND 7 billion to take advantage of the simplified mechanism, enabling rapid project deployment and market validation. Once the project stabilizes, investors may increase capital and proceed with obtaining the Outward Investment Registration Certificate as required.
For FDI enterprises, particular attention should be given to designing cash flow structures, selecting appropriate investing entities, and engaging early with banks to ensure smooth capital transfer and timely project implementation.
The new regulation effective from April 3, 2026 introduces a more flexible framework for outbound investment, facilitating Vietnamese and FDI enterprises in expanding into international markets. However, to fully capitalize on this opportunity, investors must have a clear understanding of legal requirements, maintain strict control over capital flows, and develop appropriate investment strategies.
📩 Contact Lexsol for Strategic Advice on Outbound Investment
Lexsol provides comprehensive advisory services for outbound investment, including:
If you are planning outbound investment or using a Vietnamese entity as a regional hub, contact Lexsol for tailored strategic advice from the outset.
Lexsol is a team of young, dynamic lawyers with over 10 years of experience in advising and resolving legal matters for both domestic and international businesses.
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