Reporting obligations of Vietnamese investors in overseas investments – Sanctions for non-compliance

In the course of implementing overseas investment activities, Vietnamese investors are required to submit a number of mandatory reports to competent state authorities in accordance with the regulations on state management of outbound investment. Failure to comply with such reporting obligations may result in unnecessary legal risks. Lexsol provides guidance on the reports that investors should pay close attention to and highlights potential legal risks that may arise in cases of non-compliance.

1. Reporting obligations for overseas investment activities

1.1. Report on the implementation status of overseas investment projects

Investors are required to report on the implementation status of overseas investment projects in writing and via the National Investment Information System, including the following reports:

• Within 60 days from the date on which the investment project is approved or licensed in accordance with the laws of the host country, the investor must submit:
  • A Written Notification of the Implementation of Overseas Investment Activities (Form B.I.11 issued together with Circular No. 25/2023/TT-BKHĐT); and
  • A copy of the investment project approval or other documents evidencing the right to conduct investment activities in the host country.

Receiving authorities: The Ministry of Finance, the State Bank of Vietnam, and the Vietnamese representative mission in the host country.

• Quarterly periodic report on the operational status of the overseas investment project (Form B.III.1 issued together with Circular No. 25/2023/TT-BKHĐT).

Receiving authorities: The Ministry of Finance, the State Bank of Vietnam, and the Vietnamese representative mission in the host country.

• Annual periodic report on the operational status of the overseas investment project (Form B.III.2 issued together with Circular No. 25/2023/TT-BKHĐT).

Receiving authorities: The Ministry of Finance, the State Bank of Vietnam, and the Vietnamese representative mission in the host country.

• Within 06 months from the date of issuance of the tax finalization report or another legally equivalent document in accordance with the laws of the host country, the investor must submit: A report on the operational status of the investment project, together with financial statements, the tax finalization report, or other legally equivalent documents as required under the laws of the host country (Form B.III.3 issued together with Circular No. 25/2023/TT-BKHĐT).

Receiving authorities: The Ministry of Finance, the State Bank of Vietnam, the Vietnamese representative mission in the host country, and other competent state authorities as relevant.

• Ad-hoc reports, to be submitted upon request of competent state authorities for the purposes of state management or in relation to issues arising in connection with the investment project (only required upon such request).

1.2. Report on the implementation of overseas investment capital transfer

On a quarterly basis (no later than the 5th day of the first month of the subsequent quarter following the reporting quarter), investors are required to submit a report on the implementation of overseas investment capital transfers (Appendix No. 05 to Circular No. 12/2016/TT-NHNN).

Receiving authority: The provincial or municipal branch of the State Bank of Vietnam, specifically as follows:

• For investors that are organizations (excluding credit institutions): the branch of the State Bank of Vietnam in the locality where the investor’s head office is located;
• For individual investors: the branch of the State Bank of Vietnam in the locality where the individual has registered permanent residence;
• For other investors: the branch of the State Bank of Vietnam in the locality where the investor is registered for business purposes.

2. Administrative sanctions for violations of the reporting regime applicable to overseas investment activities

2.1. Violations of the reporting regime applicable to overseas investment activities

Where an investor violates the reporting regime applicable to overseas investment activities, including the following acts:

• Failure to comply with the reporting obligations on overseas investment activities, or submission of reports with incomplete contents or without the required supporting documents as prescribed by law;
• Failure to update, or incomplete, inaccurate, or untimely updating of information on the National Investment Information System;
• Failure to submit the preparation of investment supervision and evaluation reports in a timely manner or fully contain the required contents;
• Failure to comply with the periodic investment supervision and evaluation reporting obligations as prescribed

the investor shall be subject to an administrative fine ranging from VNĐ 20,000,000 to VNĐ 30,000,000 (for an organizational investor) or from VNĐ 10,000,000 to VNĐ 15,000,000 (for an individual investor).

In addition, the investor shall be required to implement remedial measures, including the obligation to:

• comply with the reporting regime or supplement the contents and supporting documents of the overseas investment activity reports;
• update or fully and accurately update the required information on the National Investment Information System;
• supplement missing contents in cases where investment supervision and evaluation reports are incomplete; or
• comply with the periodic investment supervision and evaluation reporting obligations as prescribed.

2.2. Violations of the reporting regime on the implementation of overseas investment capital transfers

Failure to submit the report of implementation of overseas investment capital transfers in a timely manner, the investor shall be subject to an administrative fine ranging from VNĐ 10,000,000 to VND 20,000,000 (for an organizational investor) or from VNĐ 5,000,000 to VNĐ 10,000,000 (for an individual investor).

In addition, the investor shall be subject to a remedial measure requiring the resubmission of a complete and accurate report in accordance with applicable regulations.

2.3. Violations of the reporting regime on investment supervision and evaluation

In cases where investors commit violations relating to investment supervision and evaluation reporting, including the following acts:

• Failure to submit the preparation of investment supervision and evaluation reports in a timely manner or fully contain the required contents;
• Failure to update investment supervision and evaluation reports on the National Portal on Investment Supervision and Evaluation

the investor shall be subject to an administrative fine ranging from VNĐ 20,000,000 to VNĐ 30,000,000 (for an organizational investor) or from VNĐ 10,000,000 to VNĐ 15,000,000 (for an individual investor).

For other violations, including:

• Failure to comply with the periodic investment supervision and evaluation reporting obligations as prescribed;
• Failure to ensure that investment supervision and evaluation reports are truthful and accurate

the investor shall be subject to an administrative fine ranging from VNĐ 30,000,000 to VNĐ 50,000,000 (for an organizational investor) or from VNĐ 15,000,000 to VNĐ 25,000,000 (for an individual investor). 

In addition, the investor shall be required to implement remedial measures, including the obligation to:

• supplement missing contents in cases where investment supervision and evaluation reports are incomplete;
• update the investment supervision and evaluation reports on the National Portal on Investment Supervision and Evaluation; or
• comply with the periodic investment supervision and evaluation reporting obligations as prescribed.

The above outlines the key reporting compliance obligations that Vietnamese organizations and individuals must carefully observe when carrying out overseas investment activities in order to avoid administrative sanctions.

For further detailed legal advice, please contact Lexsol:

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