Short answer: YES. Foreign-invested enterprises (FDI) in Vietnam are “investors” within the scope of Decree 103/2026/ND-CP on outbound investment (effective 03/4/2026, 5 chapters and 45 articles; replacing Chapter VI of Decree 31/2021). However, there is no longer an “outbound investment policy approval” procedure — it was abolished from 01/3/2026. A typical scenario: an FDI manufacturing company (80% Korean capital) in Vietnam wants to open a plant in Indonesia. This article answers directly: is Vietnam-side approval needed, and if so, what exactly.
1. The current mechanism: outbound investment registration certificate
Replacing the abolished policy-approval mechanism, current law requires an outbound investment registration certificate issued by the Ministry of Finance (Art. 42, 2025 Investment Law) in either case:
- Outbound investment capital at or above the Government-prescribed threshold; OR
- Falling within conditional outbound investment business lines under Art. 41.1 of the 2025 Investment Law: banking, insurance, securities, press/radio/television, real estate.
Note on thresholds: the exact capital threshold triggering the certificate and the “large capital scale” threshold requiring a report to the Prime Minister are figures not finalized in the official text at the time of writing. Readers must check the original text of Decree 103/2026 and must not apply draft or press figures.
2. Certificate exemption threshold
Where outbound investment capital is below VND 7 billion and the business is not in a conditional line, no outbound investment certificate is required. Instead, the investor:
- Declares to obtain a code on the National Investment Information System;
- Registers foreign exchange transactions with the State Bank of Vietnam under Art. 18 of Decree 103/2026 and Circular 34/2026/TT-NHNN.
3. EXTRA conditions for FDI enterprises (over 50% foreign capital) — Art. 15, Decree 103
This is the core of the article. FDI enterprises with foreign capital over 50% must meet additional conditions under Art. 15 of Decree 103/2026:
- (i) Only owners equity may be used — excluding the contributed capital serving investment activities in Vietnam. This rule targets “round-tripping”: capital serving the Vietnam project may not be diverted abroad;
- (ii) Profitable for 02 consecutive years per audited financial statements;
- (iii) If using additional contributed capital: the certificate must be issued first, then capital is increased and charter capital in Vietnam fully contributed before funds are transferred abroad.
4. General conditions for outbound investment
- Consistency with outbound investment principles in Art. 38 of the 2025 Investment Law;
- Not in prohibited outbound investment lines (Art. 40);
- Meeting conditions for conditional outbound investment lines;
- Having an outbound investment decision under Art. 14 of Decree 103/2026 — in practice issued by the Members Council/General Meeting of Shareholders/owner, per the company charter;
- Having a tax obligation fulfillment confirmation (issued within 03 months) — without it, the dossier is invalid.
5. Transferring capital abroad
- Open an outbound investment capital account under Art. 31 of Decree 103/2026;
- Transfer capital only when the certificate is held (if required) + host-country approval obtained (if that country law requires) + foreign exchange rules complied with;
- May transfer part in advance to pay project-formation costs under Art. 32 of Decree 103/2026.
6. Large projects, special mechanisms
For large-scale/special-mechanism projects, the Ministry of Finance reports to the Prime Minister for approval before issuing the certificate (Art. 42.2, 2025 Investment Law; Art. 17.2, Decree 103/2026).
Three common traps
- “Abolished policy approval = nothing to do in Vietnam”: WRONG — the certificate mechanism + Art. 15 (for FDI over 50%) remain mandatory;
- Using Vietnam-based contributed capital for outbound investment (FDI over 50%): excluded under Art. 15 of Decree 103;
- Missing the tax confirmation (must be within 03 months) — the dossier is invalid.
FAQs
Does an 80% Korean-owned FDI company opening a plant in Indonesia need Vietnam approval?
Yes. The company falls under Decree 103/2026. If the capital is at/above the Government threshold or in a conditional line, it must obtain an outbound investment registration certificate from the Ministry of Finance; and with foreign capital over 50%, it must meet the extra Art. 15 conditions (owners equity, 2 consecutive profitable years, etc.).
Is a certificate needed for outbound investment below VND 7 billion?
No, if also not in a conditional line. Only declaration for a code on the National Investment Information System and foreign exchange registration with the State Bank are needed.
Can undistributed profits in Vietnam fund outbound investment?
Undistributed profits are owners equity, so in principle yes — but contributed capital serving Vietnam investment activities is excluded under Art. 15 of Decree 103 (for FDI over 50%). The distinction must be clear in the financial statements.
Legal sources
- 2025 Investment Law (Law 143/2025/QH15, effective 01/3/2026): Art. 38 (outbound principles); Art. 40 (prohibited lines); Art. 41.1 (conditional outbound lines); Art. 42 (certificate authority; PM report).
- Decree 103/2026/ND-CP (effective 03/4/2026, 5 chapters, 45 articles; replacing Chapter VI of Decree 31/2021): Art. 14 (outbound decision); Art. 15 (extra FDI conditions); Art. 17.2 (PM report); Art. 18 (FX registration); Arts. 31, 32 (capital account, transfers).
- Circular 34/2026/TT-NHNN: foreign exchange registration for outbound investment.
Your FDI company is planning to expand abroad and needs to get the Vietnam-side procedures right? Reach us via the Contact page of FLAT Law Firm for advice on the outbound investment roadmap and foreign exchange procedures.
The legal content of this article is reviewed by the FLAW AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
For reference only, not legal advice.
