From April 2026, all offshore investment dossiers of Vietnamese enterprises must use the new form set issued by the Ministry of Finance under Circular 38/2026/TT-BTC (dated 31/3/2026). It is the "executive arm" of Decree 103/2026/ND-CP — the decree sets the rules, the circular provides the paper to execute them.
This article summarizes: what the circular covers, when each of the 13 investor forms applies, and the 3 forms for state authorities.
Table of contents
- 1. Where Circular 38/2026 sits in the legal hierarchy
- 2. Appendix I: 13 investor forms — when to use each
- 3. Appendix II: forms for state authorities
- 4. The 3 most confused form pairs
- 5. Checklist of forms by procedure type
- Q&A
1. Where Circular 38/2026 sits in the legal hierarchy {#s1}
The offshore investment legal framework from April 2026 has four layers:
- The Law on Investment 2025 (No. 143/2025/QH15, passed 11/12/2025) — principles, scope, authority;
- Decree 103/2026/ND-CP (issued 31/3/2026, effective 03/4/2026) — detailed regulation, replacing Chapter VI of Decree 31/2021/ND-CP;
- Circular 38/2026/TT-BTC (issued 31/3/2026) — forms and reports for offshore investment;
- Circular 31/2026/TT-BTC (issued 27/3/2026) — decentralization of certain state management tasks of the Ministry of Finance (cited as a basis in the certificate form).
Circular 38/2026 was issued on the basis of Decree 103/2026 and Decree 29/2025/ND-CP (amended by Decree 166/2025/ND-CP dated 30/6/2025) on the Ministry of Finance's functions and tasks.
2. Appendix I: 13 investor forms — when to use each {#s2}
| Form | Document name | When to use |
|---|---|---|
| I.1 | Offshore investment registration document | Every offshore investment registration certificate application |
| I.2 | Offshore investment project proposal | Dossiers subject to PM approval |
| I.3 | Document requesting amendment of the certificate | Amendment dossiers |
| I.4 | Report on the status of offshore investment activities | Amendment and termination dossiers; periodic investor reports |
| I.5 | Commitment to self-balance foreign currency sources | PM-approval projects, investor has foreign currency |
| I.6 | Commitment of a credit institution to arrange foreign currency | PM-approval projects, investor lacks foreign currency |
| I.7 | Offshore investment decision | Every certificate application |
| I.8 | Decision on adjusting offshore investment activities | Amendment dossiers |
| I.9 | Decision on terminating offshore investment activities | Termination dossiers |
| I.10 | Notice of implementation of offshore investment activities | Reports once investment is underway |
| I.11 | Notice of extending the deadline for repatriating profits to Vietnam | Extending the profit repatriation deadline |
| I.12 | Document requesting termination of the certificate | Termination dossiers |
| I.13 | Document requesting re-issuance of the certificate | Re-issuance dossiers |
The key point: not every dossier needs all 13 forms. For an ordinary project, the core set is I.1 + I.7 + tax confirmation (+ I.2, I.5/I.6 for PM-approval projects). Reading each form's "application" column carefully avoids over- or under-preparation.
3. Appendix II: forms for state authorities {#s3}
Appendix II issues forms and reports for state authorities managing offshore investment. The most important:
Form II.1 — the offshore investment registration certificate (for first-time issuance), covering: project code; investor; project name, name of the overseas economic organization (if any); objectives, location; investment form, capital, capital sources, form of capital, implementation schedule; investor rights and obligations; investment incentives (if any).
Form II.1 cites four legal bases: the Law on Investment 143/2025/QH15 (11/12/2025); Decree 103/2026/ND-CP (31/3/2026); Decree 29/2025/ND-CP (24/02/2025, amended by Decree 166/2025/ND-CP 30/6/2025); Circular 31/2026/TT-BTC (27/3/2026); and Circular 38/2026/TT-BTC (31/3/2026).
4. The 3 most confused form pairs {#s4}
Pair 1 — I.1 vs I.7. I.1 is the registration document (the investor sends it to the licensing authority to apply for the certificate); I.7 is the decision on offshore investment (the investor's own internal document — the owner/competent body's decision under Article 15 of Decree 103/2026). Both are mandatory in a first-time dossier — missing either makes the dossier invalid.
Pair 2 — I.3 vs I.12. I.3 requests amendment of the certificate (capital, location, objectives…); I.12 requests termination of the certificate. Confusing the two means requesting the wrong procedure.
Pair 3 — I.4 vs I.10. I.4 is the status report (used in amendment/termination dossiers and periodic reporting); I.10 is the notice of implementation of offshore investment activities (an event report once the project is underway). The two serve different reporting purposes.
5. Checklist of forms by procedure type {#s5}
- [ ] First issuance: I.1 + I.7 + tax confirmation (≤3 months) + (I.2, I.5/I.6 for PM-approval projects)
- [ ] Amendment: I.3 + I.8 + I.4 (status report)
- [ ] Termination: I.12 + I.9 + I.4 + documents on repatriating capital
- [ ] Re-issuance: I.13 + documents proving the re-issuance reason
- [ ] Reports/notices: I.10 (implementation), I.4 (periodic), I.11 (extending the profit repatriation deadline)
—
Q&A {#faq}
Q: When was Circular 38/2026/TT-BTC issued, and when does it apply?
A: Circular 38/2026/TT-BTC was issued by the Minister of Finance on 31/3/2026, regulating forms and reports for offshore investment. Some secondary sources note the forms apply from 15/4/2026 — alongside Decree 103/2026/ND-CP's effectiveness (03/4/2026). Companies filing during the transition should check the original text and ask the receiving authority which forms are in use.
Q: Which forms are needed for a first-time certificate application?
A: Three core forms: Form I.1 (offshore investment registration document — mandatory for all certificate applications), Form I.7 (offshore investment decision), plus the tax authority's confirmation of tax fulfilment. For projects subject to the Prime Minister's approval, add Form I.2 (project proposal), Form I.5 (foreign currency self-balancing commitment) or I.6 (credit institution commitment).
Q: Can Circular 38/2026 forms be used for periodic reporting?
A: Yes. Form I.4 (report on the status of offshore investment activities) is the investor's report form, used in amendment and termination dossiers. Form I.10 (notice of implementation of offshore investment activities) and I.11 (notice of extending the profit repatriation deadline) are periodic/event reporting forms.
Q: Must certificates issued before 31/3/2026 be converted to the new form?
A: The article could not extract a specific transition provision from the secondary sources consulted. Under the general principle, issued certificates remain valid; when an amendment, termination, or re-issuance procedure arises, investors use the new forms (I.3, I.12, I.13). Companies should check with the Ministry of Finance or the delegated authority for their specific case.
Q: Can we draft our own documents instead of the Circular 38/2026 forms?
A: Not advisable. Circular 38/2026 issues mandatory forms for each procedure type — a dossier using other forms or self-drafted substitutes will be considered formally invalid and returned. Contents entered in the forms must be truthful and consistent with accompanying documents (investment decision, tax confirmation, investor legal papers).
—
This article is general legal information and does not replace legal advice for any specific matter.
Need a lawyer to review your offshore investment dossier? Contact FLAT Law Firm — we help prepare dossiers using the correct new forms, cross-check certificate issuance conditions, and accompany procedures with the Ministry of Finance. Hotline: 0988424851.
<div class="jpv-language-links" lang="en"> Language versions: <a href="https://flaw.vn/thong-tu-38-2026-dau-tu-ra-nuoc-ngoai/">Tiếng Việt</a> · <a href="https://flaw.vn/zh/tong-zhi-38-2026-jing-wai-tou-zi/">中文</a> </div>