Decree 103/2026/ND-CP on outbound investment (effective 03/4/2026) introduced a new set of outbound investment conditions in Article 15 — including additional conditions for economic organizations with foreign investors holding over 50% of charter capital. This article details these conditions so enterprises can prepare compliant dossiers from the start.
1. Current legal framework
Outbound investment (ODI) is governed by Investment Law No. 143/2025/QH15 (effective 01/3/2026, replacing Investment Law 61/2020/QH14) and Decree 103/2026/ND-CP (issued 31/3/2026, effective 03/4/2026). ODI conditions are set out in Article 15 of Decree 103/2026/ND-CP.
2. Four general conditions (Article 15(1)–(4))
All outbound investors must satisfy:
- (1) The ODI activity complies with the principles in Article 38 of Investment Law 143/2025/QH15 (compliance with Vietnamese law, host-country law and relevant treaties; self-responsibility for investment performance);
- (2) Not falling under prohibited ODI sectors (Article 40, Investment Law 2025) and meeting ODI conditions for conditional sectors (Article 11, Decree 103/2026/ND-CP);
- (3) Having an outbound investment decision per Article 14 of Decree 103/2026/ND-CP;
- (4) Having a tax authority’s written confirmation of fulfilled tax obligations — the confirmation date must be no more than 03 months before the project dossier submission date.
3. ADDITIONAL conditions for economic organizations with foreign investors holding over 50% of charter capital
This is Article 15’s most notable addition. Beyond the four general conditions, such organizations must also meet:
- (a) Funding source: use owner’s equity for ODI, excluding capital contributed for investment activities in Vietnam;
- (b) Business results: profitable in 02 consecutive years immediately before the ODI registration year, per audited financial statements (if any);
- (c) Sequence for additional contributed capital: where additional contributed capital is used for ODI, complete the ODI registration certificate procedures first, then increase capital and fully contribute charter capital in Vietnam before transferring capital abroad.
4. Note on “Investment Law 2025” and Law 24/2026/QH16
The “Investment Law 2025” cited in Decree 103/2026 is Investment Law No. 143/2025/QH15 — cite the correct number; do not cite Investment Law 61/2020/QH14 (expired 01/3/2026).
Additionally, Law No. 24/2026/QH16 amending the Investment Law (cutting the conditional business-line list) takes effect 01/3/2027 — not yet applicable as of 10/2026. Check prohibited/conditional ODI sectors under the current framework (Article 40, Law 143/2025 and Article 11, Decree 103/2026), while monitoring Law 24/2026’s effective date.
5. Recommendations for enterprises
- Foreign-owned (>50%) enterprises: verify early the two consecutive profitable years and owner’s equity source — the two most common stumbling blocks.
- Tax confirmation: work proactively with the tax authority for the fulfillment confirmation, minding the “no more than 03 months” cut-off.
- The outbound investment decision must be issued by the competent authority under Article 14 of Decree 103/2026 before dossier submission.
- For capital increases funding ODI: follow the exact sequence — ODI certificate first, then capital increase and full contribution in Vietnam, then transfer abroad.
FAQs
Q: What extra conditions apply to a 100% foreign-owned company in Vietnam investing abroad?
A: Beyond the 04 general conditions: use owner’s equity (excluding capital for Vietnam investment), 02 consecutive profitable years (audited FS), and the prescribed sequence for additional contributed capital (Article 15, Decree 103/2026).
Q: How long is the tax confirmation valid?
A: The tax authority’s confirmation date must be no more than 03 months before the project dossier submission date.
Q: Which law is the “Investment Law 2025”?
A: Investment Law No. 143/2025/QH15, effective 01/3/2026, replacing Law 61/2020/QH14.
Legal sources
- Decree 103/2026/ND-CP on outbound investment (Articles 11, 14, 15), effective 03/4/2026.
- Investment Law No. 143/2025/QH15 (Articles 38, 40), effective 01/3/2026.
See more outbound investment articles by FLAT.
FLAT Law Firm advises on outbound investment: conditions, ODI registration certificate procedures, and capital transfer. Contact us.
This article was prepared by the FLAW AI Legal Council and is pending QA Council review; it has not been reviewed by a licensed human lawyer. It is for general reference only and does not constitute legal advice for any specific case.