Vietnamese enterprises investing abroad entered a new legal framework in April 2026 with Decree 103/2026/ND-CP (effective from 03/4/2026), replacing Chapter VI of Decree 31/2021/ND-CP — which is no longer a valid basis. It comes with a new 2026 cluster of State Bank circulars on foreign exchange management and a new form system. This article updates the core changes in procedures and forex management investors need to know.
Decree 103/2026/ND-CP: the new framework for outbound investment
Decree 103/2026/ND-CP is the dedicated instrument governing outbound investment, effective from 03/4/2026. All procedures, conditions and management regimes for overseas projects from that date follow Decree 103/2026; the provisions of Chapter VI of Decree 31/2021/ND-CP have expired and must not be cited as current bases.
The biggest change sits in Article 18: the Decree provides 4 groups of cases not required to obtain the offshore investment registration certificate:
- Projects with investment capital below VND 7 billion;
- Projects in defense and security;
- Projects of state groups and corporations implemented under Decree 366/2025/ND-CP;
- Projects of large enterprises satisfying all 4 prescribed conditions.
Breakthrough: sub-VND 7 billion projects need no certificate
Among the 4 exempt groups, the widest-reaching is projects with investment capital below VND 7 billion (outside the 5 conditional sectors): these projects only need to register foreign exchange transactions, without going through the offshore investment registration certificate procedure.
This significantly simplifies procedures for small outbound investments — for example representative offices with investment elements or small capital contributions to foreign partners. Instead of the full appraisal process for certificate issuance, investors only register the project-related forex transactions. Note: this exception does not apply to projects in the 5 conditional sectors — those must still follow full procedures.
Two key thresholds: VND 1,600 billion and VND 25 billion
Decree 103/2026 sets two capital thresholds with special procedural significance:
- VND 1,600 billion: projects at or above this scale must be reported to the Prime Minister;
- VND 25 billion: projects at or above this scale must consult the State Bank on foreign exchange matters.
Enterprises should determine project capital scale from the outset to know whether they fall under Prime Minister reporting or State Bank consultation, as these two procedures materially increase preparation time and complexity.
The new 2026 State Bank forex circular cluster
Foreign exchange management for outbound investment is governed by a cluster of 4 new 2026 circulars from the State Bank, replacing the old ones:
- Circular 34/2026 (effective 31/7/2026, replacing Circular 12/2016): pre-investment money transfer and multi-currency accounts;
- Circular 32/2026 (effective 18/8/2026, replacing Circular 36/2018): borrowing — maximum 70%;
- Circular 38/2026 (replacing Circular 06/2019): opening the investment capital account after certificate issuance;
- Circular 44/2026: dedicated rules for the oil and gas sector.
Important note: Circulars 12/2016, 36/2018 and 06/2019 must not be cited as current bases — they have been replaced. In particular, although Circular 12/2016 is occasionally still referenced in 2026 materials, it is a 2016 document that has expired in this area; every citation must be effectiveness-checked before use.
Pre-investment transfers and multi-currency accounts (Circular 34/2026)
Circular 34/2026 governs two highly practical matters: transferring money abroad before project implementation (e.g. survey, negotiation and deposit costs) and multi-currency accounts serving investment activities. Investors must master the limits, conditions and procedures for pre-investment transfers, as this is the stage most prone to forex violations — transferring money without meeting conditions may trigger administrative penalties.
Maximum 70% borrowing (Circular 32/2026) and the capital account (Circular 38/2026)
Circular 32/2026 sets a maximum 70% borrowing ratio — capping the debt share in an outbound project capital structure. This forces investors to arrange at least 30% equity, directly affecting project financial structuring.
Circular 38/2026 governs opening the investment capital account after issuance of the offshore investment registration certificate — all capital transfers, capital recovery and profit repatriation must go through this account. It is the State Bank tool for monitoring outbound capital flows.
13 new forms: Circular 38/2026/TT-BTC
On the forms side, Circular 38/2026/TT-BTC (effective from 15/4/2026) provides 13 forms from I.1 to I.13 uniformly applied to outbound investment procedures: certificate applications, overseas project operation reports, project amendment and termination. Dossiers filed from 15/4/2026 must use these forms.
Distinct from the certificate procedure guide
This article focuses on the new regulatory framework — what has changed with Decree 103/2026 and the 2026 forex circular cluster. Step-by-step guidance on applying for the offshore investment registration certificate (dossier contents, where to file, timelines) belongs to a separate procedure guide. Investors should read both to understand the new framework and execute each step correctly.
FAQs
Does a VND 5 billion outbound project need the certificate?
No, if not in the 5 conditional sectors — only forex transaction registration is required (Article 18 of Decree 103/2026).
Is Chapter VI of Decree 31/2021 still in force?
No. Decree 103/2026/ND-CP has replaced all previous outbound investment rules.
Can Circular 12/2016 still be used?
No. It has been replaced by Circular 34/2026 (effective 31/7/2026).
Applicable legal sources
- Decree No. 103/2026/ND-CP — effective from 03/4/2026. Replaces Chapter VI of Decree 31/2021/ND-CP.
- Circulars 34/2026 (effective 31/7/2026, replacing Circular 12/2016), 32/2026 (effective 18/8/2026, replacing Circular 36/2018), 38/2026 (replacing Circular 06/2019), 44/2026 — State Bank on foreign exchange management.
- Circular No. 38/2026/TT-BTC — effective from 15/4/2026; 13 forms I.1 to I.13.
Need to review your investment plan under the new 2026 legal framework? Reach us via the Contact page of FLAT Law Firm.
The legal content of this article was reviewed by the FLAW AI Legal Council of FLAT and submitted to the owner for approval; it is not the opinion of a human lawyer and does not replace legal advice for specific cases.
For reference only; not legal advice.