Many Vietnamese businesses want to expand into the Chinese market but are unsure about current outbound-investment procedures. The good news: the “no guiding instrument” trap has been removed — the Government issued Decree 103/2026/ND-CP dated 31/3/2026 on outbound investment, effective 03/4/2026, replacing the relevant provisions of Chapter VI of Decree 31/2021. This article summarises the procedures under the current framework, including the Investment Law 143/2025/QH15 (effective 01/3/2026).
The VND 7 billion threshold: when is a certificate required?
This is the most important procedural classification for businesses:
Certificate required: projects with outbound investment capital of VND 07 billion or more, or projects in conditional outbound-investment sectors — the Ministry of Finance grants, amends and terminates the offshore investment registration certificate (Clause 1, Article 17 of Decree 103/2026). Note: the 07-billion threshold refers to outbound investment capital, not the project’s total investment — state it precisely, do not round.
No certificate required: projects with outbound investment capital below VND 07 billion and outside conditional sectors — only foreign-exchange transaction registration is needed (Article 18 of Decree 103/2026). Warning: the idea that “every outbound project needs a certificate” comes from the old 2020 Investment Law — superseded by the 2025 Investment Law and Decree 103/2026.
General conditions — applying even without a certificate
Whether or not a certificate is required, outbound projects must satisfy:
- Compliance with outbound-investment principles (Article 38 of the 2025 Investment Law);
- Not falling into prohibited outbound-investment sectors (Article 40);
- Meeting the conditions of conditional outbound-investment sectors (Article 41 of the 2025 Investment Law and Article 11 of Decree 103/2026);
- Having an outbound investment decision by the competent owner/authority (Article 14 of Decree 103/2026);
- Having a tax-obligation clearance confirmation issued within 03 months before the dossier submission date (Article 18 of Decree 103/2026).
On conditional sectors, businesses should check Article 41 of the 2025 Investment Law for the exact list applicable to their project (commonly mentioned areas include banking, insurance, securities, press/broadcasting, and real estate business).
Certificate exemption for large enterprises meeting 4 conditions
Under Article 18 of Decree 103/2026, large-scale enterprises (per Decree 90/2025/ND-CP) are exempt from the certificate procedure — for projects not subject to Prime Minister reporting — when simultaneously meeting four conditions: (i) qualifying as a large enterprise; (ii) using own foreign currency, no borrowing; (iii) profitable for 02 consecutive years per consolidated financial statements; (iv) having at least 02 outbound projects with profits repatriated. Businesses should verify against the original text whether they qualify.
Prime Minister reporting threshold: VND 1,600 billion
For projects with outbound investment capital of VND 1,600 billion or more, or projects proposing special support mechanisms/policies — the Ministry of Finance must report to the Prime Minister for approval before granting or amending the certificate. This is the highest procedural tier; businesses with mega-projects should plan dossier preparation time accordingly.
Capital sources and outward fund transfers
Outbound investment capital includes: owners’ equity, loans raised in Vietnam transferred abroad, and retained profits reinvested (Article 6 of Decree 103/2026). Fund transfers go through accounts at licensed credit institutions, complying with the State Bank’s foreign-exchange management rules and the Foreign Exchange Ordinance. Special case: economic organisations with foreign investors holding over 50% of charter capital investing abroad must use owners’ equity (excluding capital contributed for investment in Vietnam) and have been profitable for 02 consecutive years before the registration year — check the original text.
China-side checklist — at principle level
Completing the Vietnamese procedures is only half the journey. When investing into China, businesses must also comply with Chinese law on foreign investment (China’s Foreign Investment Law and China’s negative list). Note: China’s revised Foreign Trade Law (Presidential Order 67, adopted 27/12/2025, effective 01/3/2026) strengthens national-security screening and technology–data flow oversight — Vietnamese businesses investing in China should pay special attention here. This article does not detail Chinese-side procedures (NDRC/MOFCOM mechanisms, the specific negative list), as those require source-level research; consulting local counsel in China before proceeding is recommended.
Related reading
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- Recovering Debts from Chinese Counterparties: Legal Options
Planning to invest in China and need your procedures and dossier reviewed under Decree 103/2026? Reach us via the Contact page of FLAT Law Firm.
The legal content of this article is reviewed by FLAT’s 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.
The information in this article is for reference only and does not constitute legal advice.