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Must Foreign Investors Prove Financial Capacity?

7 min readFLAT LAW FIRM
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FAQ: Must Foreign Investors Prove Financial Capacity in Vietnam?

One question almost every foreign investor asks when preparing a project dossier in Vietnam: is proving financial capacity mandatory, and how? The short answer is yes — financial capacity documents are a mandatory component of the investment policy approval dossier and the Investment Registration Certificate (IRC) application. This article answers the 9 most common questions, from the accepted document types and how newly formed companies cope, to the consequences of false statements.

Contents

1. Is proving financial capacity mandatory?

Yes. Point c, Clause 1, Article 32 of Decree 96/2026/ND-CP lists financial capacity documents among the mandatory components of the investment policy approval dossier prepared by the investor. The same component appears in the IRC application dossier.

This is not a box-ticking exercise. Appraising authorities use these documents to test the capital-raising plan in the project proposal: how much total investment is committed, what the equity/debt structure looks like, what the contribution schedule is — and whether the documented capacity can actually support that commitment. A dossier proposing a USD 50 million project backed only by a bank statement of a few hundred thousand dollars, with no supporting commitment, will almost certainly draw supplement requests.

Next step: finalize the total investment and funding plan first, then select matching proof documents — not the other way round.

2. Which documents are accepted?

Point c, Clause 1, Article 32 of Decree 96/2026/ND-CP lists at least one of five types:

  1. The investor's financial statements for the two most recent years;
  2. A financial support commitment from the parent company;
  3. A financial support commitment from a financial institution;
  4. A guarantee of the investor's financial capacity;
  5. Other documents proving the investor's financial capacity.

A multinational group typically uses consolidated financial statements. A newly formed project SPV typically uses a parent-company support commitment. A leveraged investor uses a bank credit commitment.

The point many dossiers miss: documents must be commensurate with the committed scale. Financial statements showing USD 1 million in equity will hardly support a USD 20 million project without supplementary commitments. Authorities assess feasibility, not mere presence of a document.

Next step: build a "committed capital — source — proof per source" reconciliation table when drafting the project proposal.

3. What if the company is newly formed?

Use one of the remaining document types. The Ministry of Justice has officially guided that newly established institutional investors, whose proposal date does not coincide with a financial reporting period, may submit a parent-company support commitment, a financial-institution commitment, a capacity guarantee, or other proof.

In practice, the most widely accepted route is a letter of support from the parent company, accompanied by the parent's own financial statements to show it can honor the commitment. A vague letter ("we will support when needed") is far weaker than one stating the amount, the project, and unconditionality.

Next step: for an SPV, prepare in parallel (i) the parent's resolution/support letter and (ii) the parent's financial statements — not just one of them.

4. What should a parent-company support commitment contain?

There is no statutory template, but for smooth acceptance the commitment should state:

  • The parent's name and ownership relationship with the investor (ownership ratio);
  • The maximum amount or scope of support (a figure beats vagueness);
  • The purpose: which specific project in Vietnam;
  • Whether the commitment is unconditional (if conditional, list the conditions);
  • Signature of an authorized person and seal (if used in the home jurisdiction);
  • A validity period covering at least the capital contribution schedule.

Foreign-language documents need a Vietnamese translation. On consular legalization: detailed requirements follow the receiving authority's practice at the time — confirm before filing to avoid rejection on formalities.

Next step: draft the commitment bilingually from the start (English + Vietnamese) to save translation and notarization time later.

5. Is there a minimum capital requirement?

The 2025 Investment Law sets no general minimum capital for all FDI projects. The level is proposed by the investor and reviewed for appropriateness and feasibility during appraisal — no hard floor applies.

Two caveats:

  • Sector-specific laws may set their own thresholds. Education law, for example, imposes minimum investment rates on foreign-invested educational institutions (under Decree 86/2018/ND-CP and its amending instruments — check current figures before applying); energy, banking and insurance have their own capital requirements.
  • Market-access conditions for foreign investors in some sectors may attach specific financial-capacity requirements.

Next step: when sizing capital, check the Investment Law and the specialized law of the project's sector together.

6. Is capacity re-checked after licensing?

Yes, in two ways:

First, the implementation security deposit. Article 30 of the 2025 Investment Law requires the investor to make a deposit or obtain a bank guarantee for the deposit obligation to secure project implementation (except exempt cases such as winning a land-use-right auction or investor-selection bidding). This is a real-money test of financial capacity right after approval.

Second, contribution-schedule supervision. The investor must contribute capital on the schedule committed in the IRC and file periodic implementation reports. Prolonged delays or non-implementation can lead to administrative penalties and to suspension or termination of the project under Articles 35 and 36 of the 2025 Investment Law.

Next step: build a realistic cash-flow contribution schedule matching the IRC timeline right after licensing — contribution delays are a common trigger for scrutiny.

7. Can machinery count as capital?

Yes, as in-kind capital contribution under the Law on Enterprises. Contributed assets (other than VND, freely convertible foreign currency and gold) must be valued in VND by agreement among members/shareholders or by a professional valuation organization.

The asset value counts toward total investment in the project proposal. Appraisers will test the valuation's reasonableness — used equipment valued like new is an easy target. To strengthen the dossier: obtain an independent valuation certificate, attach a detailed asset list (type, year of manufacture, condition, origin), and show the assets directly serve the project objectives.

Next step: if in-kind contribution is material, commission the valuation during dossier preparation, not after a supplement request.

8. How does an individual investor prove capacity?

The five document types are drafted to apply generally, and the "other documents" category is the door for individual investors. Filing practice typically uses bank statements, savings books/balance confirmations, bank credit-limit confirmations, or a financial-institution guarantee.

Documents from foreign banks should be translated into Vietnamese; check consular legalization requirements. Note: personal funds abroad must enter Vietnam through an investment capital account at a licensed bank under foreign-exchange regulations — a step many individual investors overlook.

Next step: individual investors should engage a Vietnamese bank early to open the capital account and understand the remittance process.

9. What if financial capacity is overstated?

Consequences escalate by stage:

  • At appraisal: dossiers with signs of misrepresentation face rejection or open-ended verification — and indefinite delay.
  • After licensing: if declared capacity proves false, the project may be suspended or terminated under Articles 35 and 36 of the 2025 Investment Law.
  • Criminal liability: forged documents (fake financial statements or bank confirmations) may trigger criminal liability for forging seals and documents of agencies or organizations.

The sound practice runs counter to the "declare big to get approved" instinct: commit only to capital the investor can actually raise, because the committed figure follows the project for life through the deposit, contribution schedule and periodic reports.

When to work with a lawyer

Financial capacity proof looks like paperwork but stalls many FDI dossiers: wrong document type, a thinly drafted parent support letter, unconvincing asset valuations, or commitments beyond real fundraising ability. Investors should engage counsel where the capital structure is complex (multi-tier parent–subsidiary–SPV chains), where foreign documents need translation and legalization, or where the project sits in a sector with its own capital thresholds.

FLAT LAW FIRM accompanies foreign investors from capital structuring and dossier drafting through dealings with licensing authorities. Call our hotline 0988424851 for advice on your specific project.

<div class="jpv-language-links" markdown="1"> Language versions: Tiếng Việt · English · 中文 </div>

References

  1. Investment Law No. 143/2025/QH15 dated 11/12/2025, effective 01/3/2026.
  2. Decree No. 96/2026/ND-CP dated 31/3/2026 detailing the Investment Law (Clause 1, Article 32).
  3. Circular No. 55/2026/TT-BTC dated 15/5/2026 on investment document templates.
  4. Ministry of Justice guidance on financial capacity proof for newly established investors (htpldn.moj.gov.vn).