Decree No. 103/2026/NĐ-CP introduces groundbreaking reforms aimed at digitalizing administrative procedures and relaxing capital utilization mechanisms, enabling Vietnamese investors to be more proactive and flexible in implementing overseas investment projects.
In the article below, LawPlus highlights the key changes that investors should pay close attention to.
Table of Contents/Mục lục
1. Establishment of investment capital thresholds for managing overseas investment projects
Decree No. 103/2026/NĐ-CP abolishes the requirement to obtain an Outbound Investment Registration Certificate (“OIRC”) for projects with investment capital of less than VND 7 billion, thereby simplifying procedures and reducing compliance costs for businesses.
Instead of requiring all overseas investment projects to obtain an OIRC as under the previous framework, the Decree introduces a specific capital threshold to classify administrative procedures.
Specifically, pursuant to Article 18 of Decree No. 103/2026/NĐ-CP:
– Projects exempt from the OIRC requirement: Applicable to projects with investment capital below VND 7 billion and not operating in sectors subject to conditional outbound investment as prescribed under clause 1, Article 41 of the Investment Law 2025.
– Special mechanism for large-scale enterprises: Notably, large-scale enterprises (as defined under Decree No. 90/2025/NĐ-CP) that have recorded profits for two consecutive years and have successfully repatriated profits from at least two overseas projects are exempt from the OIRC requirement regardless of the capital size of the new project.
– Projects requiring an OIRC: Projects with investment capital of VND 7 billion or more, or projects operating in conditional business sectors, must complete the registration procedure with the Ministry of Finance.
Although exempt from obtaining an OIRC, investors are still required to declare project information on the National Investment Information System in order to obtain an automatically generated project code. This code serves as the sole legal basis for the State Bank of Vietnam to process and confirm foreign exchange registration in accordance with clause 3, Article 42 of the Investment Law 2025 and Article 18 of the Decree.
2. Diversification of application submission methods and receiving authorities
The new Decree maximizes convenience for investors by allowing multiple methods of interaction with competent authorities. Investors are no longer required to appear in person and may conduct procedures through online platforms.
| Subject Matter | New Regulation | Legal Basis |
| Submission methods | Investors may choose to submit applications directly, online, or via public postal services | Clause 3, article 7 of Decree No. 103/2026/NĐ-CP |
| Electronic submission authority | The Ministry of Finance is responsible for publishing electronic submission channels and relevant information on the National Investment Portal | Point c, clause 1, Article 7 of Decree No. 103/2026/NĐ-CP |
| Obligation to provide explanations | Where a competent authority suspects that submitted documents are fraudulent, the investor has 15 working days to provide an explanatory report | Clause 2, Article 8 of Decree No. 103/2026/NĐ-CP |
3. Expansion of prohibited sectors for overseas investment
The Investment Law 2025 continues to maintain the list of sectors prohibited from overseas investment as previously provided under the Investment Law 2020, including: trading in narcotic substances; chemicals and minerals; specimens of wild fauna and flora and endangered, precious, and rare species originating from natural exploitation; prostitution-related businesses; trading in persons, human tissues, organs, body parts, and embryos; human cloning-related activities; trading in firecrackers; and debt collection services.
A notable development is that Articles 6 and 40 of the Investment Law 2025 introduce additional prohibited sectors for outbound investment, including:
(i) Trading in national treasures;
(ii) Export of relics and antiques;
(iii) Trading in electronic cigarettes and heated tobacco products.
Investors should note that engaging in any of the above prohibited sectors may result in the refusal of an OIRC application and may also lead to administrative or criminal sanctions under applicable laws.
4. Clear allocation of responsibilities among regulatory authorities
One of the most practical reforms introduced by Decree No. 103/2026/NĐ-CP is the establishment of the principle of independent responsibility among competent authorities.
Specifically, pursuant to clause 5, article 7 of the Decree, an authority or official handling a subsequent administrative procedure is not responsible for matters that have already been approved, appraised, or resolved by another competent authority.
This approach helps accelerate project approval timelines and ensures that each authority focuses on its designated area of expertise. For investors, it translates into shorter waiting periods and significantly reduces repetitive explanation and documentation requests.
Understanding and complying with the provisions of Decree No. 103/2026/NĐ-CP will enable investors to optimize procedural efficiency, ensure legal compliance, and make more effective use of financial resources for international investment activities.
5. Conclusion
The new legal framework established under the Investment Law 2025,Decree No. 103/2026/NĐ-CP marks a significant milestone in Vietnam’s outbound investment regime. While administrative procedures have been simplified through the introduction of the VND 7 billion threshold and the digitalization of application processes, regulatory oversight has been strengthened in sectors affecting cultural heritage and public health.
A thorough understanding of these changes is essential for investors seeking to implement overseas investment projects safely, minimize legal risks, and optimize compliance costs.
