Decree 103/2026/NĐ-CP On Investment Abroad

Office Issuing: OFFICE OF THE GOVERNMENT

No.: 103/2026/NĐ-CP

Hanoi, March 31, 2026

DECREE
Regulating Investment Abroad

Based on Decree No. 63/2025/QH15 on Organization of the Government;

Based on Decree No. 143/2025/QH15 on Investment;

Based on the Enterprise Law dated June 17, 2020, amended and supplemented by Decrees No. 03/2022/QH15 and No. 76/2025/QH15;

Based on Decree No. 68/2025/QH15 dated June 14, 2025 on Management and Investment of State Capital in Enterprises.

In accordance with the proposal by the Minister of Finance;

The Government promulgates this Decree regulating investment abroad

Chapter I
GENERAL PROVISIONS

Article 1. Scope of Application

1. This Decree provides detailed provisions for Articles 41, 42, 43, 48, and 52 of the Investment Law and measures to organize, guide, and implement these articles concerning foreign investment activities aimed at business purposes, procedures for foreign investment, and state management over such activities.

2. The following foreign investment activities are not within the scope of this Decree:

a) Foreign investment activities conducted through the purchase or sale of securities or other negotiable instruments, or through investment via overseas securities funds or financial intermediaries as provided in point d, clause 1, Article 39 of the Investment Law;

b) Foreign investment activities in the oil and gas sector.

Article 2. Applicability

This Decree applies to investors and state authorities with jurisdiction; organizations and individuals related to foreign investment activities.

Article 3. Interpretation of Terms

In this Decree, the following terms are understood as follows:

1. Certificate of Registration for Foreign Investment is a written document in paper or electronic form that records the registration information of the investor regarding foreign investment activities.

2. Investor refers to an organization or individual conducting foreign investment activities.

3. Valid copy means a copy issued from the original register or a certified copy from the original document by an authorized agency, organization, or from national databases for cases where the original information is stored in the national database of residents, enterprise registration, and investment.

4. Original file consists of documents that are originals, copies, or valid copies, except for foreign language documents and their Vietnamese translations attached.

5. Valid file means a file containing all required documents as stipulated in this Decree with the content of such documents fully disclosed according to legal provisions.

6. File for Foreign Investment Procedures is a document prepared by the investor to apply for, adjust the Certificate of Registration for Foreign Investment and other related procedures to conduct investment activities in accordance with the Investment Law and this Decree.

7. Currency Registration Procedure refers to an investor's registration with the State Bank of Vietnam to carry out foreign exchange transactions related to foreign investment activities as per legal provisions on foreign exchange management.

8. Legal Qualification Documents of Investor are valid copies of identity certification documents or business establishment and operation certificates, including:

a) Personal identification number for Vietnamese citizens;

b) Valid passport copy or other identity certification documents for individuals with foreign nationality;

c) Enterprise registration number for enterprises established in Vietnam;

d) Valid copy of one of the following: Business Registration Certificate, Establishment Certificate, Decision on Establishment, or other documents with equivalent legal value for other organizations not falling under case (c).

9. Self-owned foreign currency is lawful foreign currency owned by the investor, not sourced from foreign exchange purchased from authorized credit institutions or branches of foreign banks providing foreign exchange services in Vietnam and not sourced from borrowed capital.

Article 4. Language Used in Investment Files to Foreign Countries

1. Project investment files, documents, and reports submitted to Vietnamese state agencies shall be in the Vietnamese language.

2. Where project investment files contain foreign-language documents, these must be accompanied by a Vietnamese translation of such documents.

3. In cases where documents in the investment procedure are in both Vietnamese and a foreign language, the Vietnamese version is used for the investment procedures.

4. The investor shall bear responsibility for any discrepancies between the translated or copied versions and the original, as well as any differences between the Vietnamese and foreign-language versions.

Article 5. Conducting Investment Activities to Foreign Countries

1. Enterprises are established and operate in accordance with the Enterprise Law and the Investment Law.

2. Cooperatives and cooperative associations are established and operate in accordance with the Cooperative Law.

3. Credit institutions are established and operate in accordance with the Credit Institutions Law.

4. Individual businesses register in accordance with Vietnamese law.

5. Individuals who hold Vietnamese nationality, except as provided in paragraph 2 of Article 17 of the Enterprise Law.

6. Other organizations conduct investment and business activities in accordance with Vietnamese law.

Article 6. Foreign Investment Capital

1. Sources of foreign investment capital include lawful assets of the investor, including equity capital, loans from Vietnam transferred abroad, profits earned from overseas investment projects retained for further investment abroad.

2. Lawful assets as provided in paragraph 1 include:

a) Foreign currency on accounts at credit institutions authorized or purchased from such institutions according to Vietnamese law;

b) Vietnamese dong that comply with the foreign exchange management regulations of Vietnam;

c) Machinery, equipment, materials, raw materials, fuel, finished goods, semi-finished goods;

d) Value of intellectual property rights, technology, and rights in assets;

e) Shares, equity stakes, projects held by the investor that are exchanged with economic entities in Vietnam and abroad as provided in paragraph 4 hereof;

f) Other lawful assets according to civil law.

3. Foreign investment capital is used for shareholding, lending to economic entities abroad, purchasing shares or equity stakes, fulfilling guarantee obligations (if any), in accordance with the forms specified at points a, b, c and d of paragraph 1 of Article 39 of the Investment Law. Capital that has been transferred abroad and subsequently recovered and repatriated is not counted as part of the capital already transferred abroad, nor does it count towards the foreign investment capital limit stipulated in the Certificate of Registration for Overseas Investment. The determination of the repatriated capital under this provision shall be based on the documentation provided by the investor and information from foreign exchange transactions managed by the State Bank of Vietnam. The investor is responsible for substantiating the transferred capital and its recovery according to the regulations of the State Bank of Vietnam.

4. Vietnamese investors may use shares, equity stakes, profits earned from economic entities abroad or projects in Vietnam to settle or exchange for purchasing shares, equity stakes, or projects in foreign economic entities in accordance with the law. The implementation of transactions as provided in this paragraph must comply with the following principles:

a) Vietnamese investors must complete the procedures for overseas investment according to the law before conducting any exchange transaction;

b) Exchange transactions must have documentation determining the value of the transaction based on market principles, ensuring compliance with tax laws, anti-money laundering and counter-terrorism financing regulations, transfer pricing rules, and other relevant legal provisions;

c) In cases where an exchange transaction results in a foreign investor receiving a transfer of shares, equity stakes, or investment projects from Vietnam, the foreign investor must complete the investment procedures in Vietnam according to the laws on investment, enterprises, and related regulations;

d) The implementation of exchange transactions must comply with the laws on investment, enterprise, competition, banking, and other relevant legal provisions; it shall not result in unauthorized ownership or control relationships, nor be used to facilitate tax evasion, money laundering, and other illegal activities.

5. The equivalent amount of foreign investment capital in Vietnamese dong as stated in the investment registration document is calculated based on the selling rate of foreign currency provided by a credit institution authorized to provide foreign exchange services in Vietnam at the time the project file was prepared.

6. The foreign investment capital in Vietnamese dong serves as the basis for determining the type of project that requires an overseas investment registration certificate, and the approval authority is determined by the agency receiving the application according to the selling rate of the credit institution specified in paragraph 5 at the time the application was submitted.

Article 7. Receipt of Applications and Processing of Procedures Related to Overseas Investment Activities

1. The receipt of applications and processing of procedures related to overseas investment activities by the investor shall be carried out as follows:

a) The investor shall bear legal responsibility for the legality, accuracy, and truthfulness of the content of the application and any documents submitted to an authority with jurisdiction;

b) The receiving authority shall be responsible for checking the validity of the application and shall not request the investor to submit additional documents other than those specified in the Investment Law and this Decree;

c) In case there is a requirement for amendment or supplementation, the receiving authority shall notify the investor in writing of all contents that need to be amended or supplemented. The notification must specify the basis, content of the request for amendment or supplementation. The investor shall amend or supplement the application within a maximum period of two months from the date of receipt of the request for supplementary documents. In case the investor fails to amend or supplement the application within the aforementioned period and does not submit a written request for an extension of the supplementary document submission period, the authority responsible for processing investment procedures and foreign exchange procedures shall examine the cessation of processing the application and notify the investor in writing;

d) The time for amendment or supplementation of the application or explanation by the investor regarding content related to the application and the time for handling administrative violations (if any) shall not be counted as part of the time for processing procedures under the provisions of the Investment Law and this Decree;

d) In case refusal to issue, adjust the Certificate of Registration for Overseas Investment or other administrative documents is made in accordance with the provisions of the Investment Law and this Decree, the Ministry of Finance shall be responsible for notifying the investor in writing and specifying the reasons.

2. When implementing procedures related to overseas investment activities as provided by the Investment Law and this Decree, the investor shall submit an electronic version of the application as follows:

a) The electronic version of the application has legal value equivalent to the paper application submitted to the Ministry of Finance;

b) The investor shall be responsible for the accuracy, consistency, and completeness of the content of the paper and electronic applications submitted to the Ministry of Finance. In case there is a difference between the paper and electronic versions, the content of the paper version has final legal value;

c) The Ministry of Finance shall be responsible for publicly disclosing the address and method of receiving the investor's electronic application on the National Investment Information Portal and the Electronic Government Portal of the Ministry of Finance.

3. The investor may choose one of the following forms of submitting applications, including in person, online, or through postal services, to process administrative procedures according to the form of receipt for such procedures.

In case the national investment information system meets the requirements for exploitation and operation in implementing overseas investment procedures, for projects not requiring reporting to the Prime Minister's approval, the investor may choose to submit applications online.

4. The process of seeking opinions among state authorities during the processing of application procedures related to overseas investments shall be carried out as follows:

a) The authority seeking opinions must determine the content of the request for opinion is consistent with the functions and duties of the authority being consulted, and the time limit for response according to the provisions of the Investment Law and this Decree;

b) Within the time limit specified in point a of this clause, the authority being consulted shall respond and bear responsibility for the content of the opinion within its functions and duties; failure to provide an opinion within the prescribed period is deemed agreement with the content under the scope of management by that authority.

5. Authorities and persons with jurisdiction are only responsible for contents delegated to them for approval, examination, approval, or processing of other procedures related to overseas investment activities as provided in the Investment Law and this Decree; they shall not be responsible for contents already approved, examined, approved, or processed by another authority or person before that.

Article 8. Handling of Falsified Applications

1. When an authority, organization, or person with jurisdiction as provided by law determines that there is content falsification in the application for foreign direct investment procedures, the receiving authority shall notify the investor in writing about the violation.

2. Within fifteen working days from the date of receipt of the notification regarding the violation, the investor shall submit a report and explanation to clarify the application.

3. The handling of falsified applications is as follows:

a) In case falsification content is discovered during the processing of the application: the receiving authority shall suspend the processing of the application; in cases where the investor does not provide an explanation or the explanation is inadequate, the application will be rejected and notified in writing to the investor, while also handling it according to relevant legal provisions;

b) In case falsification content is discovered after the issuance of the Certificate of Registration for Foreign Direct Investment or related documents: the receiving authority shall cancel or report to the competent authority to consider cancelling all or part of the Certificate of Registration for Foreign Direct Investment and related documents based on the false information.

4. The receiving authority shall restore the document and paper issued based on the most recent valid application, while handling it or reporting to the competent authority for handling according to relevant legal provisions.

5. The investor shall bear responsibility in accordance with legal provisions and any losses arising from the falsification of application content and documents.

Article 9. Foreign Direct Investment Project Code

1. A foreign direct investment project code is a nine-digit number automatically generated by the National Information System for Foreign Direct Investment and recorded on the Certificate of Registration for Foreign Direct Investment. The project code is formed according to the principle that the first four digits are based on the year of issuance of the Certificate of Registration for Foreign Direct Investment, with the next five digits progressively increasing from 00001.

2. Each foreign direct investment project is assigned a unique code which does not change during the operation of the project and is not issued to another project.

3. The competent state management agency uniformly uses the project code for managing and exchanging information on the investment project.

4. For projects implementing according to an Investment License, Certificate of Registration for Foreign Direct Investment or other equivalent documents, the foreign direct investment project code is the number of the Investment License, Certificate of Registration for Foreign Direct Investment or the number of the equivalent document issued to the project.

5. For projects not subject to issuance of a Certificate of Registration for Foreign Direct Investment, the project code is an automatically generated application form number on the National Information System for Investment in accordance with paragraph 5 of Article 18 of this Decree. In case the National Information System for Investment has errors and cannot issue an automatic application form number, the investor shall submit a written request to the agency under the Ministry of Finance with delegated authority to issue, adjust the Certificate of Registration for Foreign Direct Investment to obtain the application form number.

Article 10. Foreign Direct Investment by State-Owned Enterprises

1. For enterprises where the State holds 100% equity:

a) The Board of Directors or the Chairman decides on foreign direct investment for projects with an investment amount not exceeding 50% of the owner's equity, or not more than 50% of the owner's investment if the owner's equity is lower than the owner's investment but not exceeding 1.6 trillion Vietnamese dong. The owner's equity and the owner's investment are determined based on the most recent financial report of the enterprise as of the date of the decision to invest;

b) In cases where the foreign direct investment project has an investment amount greater than the specified limit in paragraph a, the Board of Directors or the Chairman shall decide after reporting to the state-owned asset management agency for review and approval in writing regarding the purpose, level of investment, source of foreign direct investment funds, and implementation period.

2. For enterprises where the State holds more than 50% but less than 100% equity, they shall comply with legal provisions on managing and investing state capital into enterprises.

Article 11. Industries and Occupations for Overseas Investment Subject to Conditions

1. For industries and occupations in banking, insurance, and securities as specified in points a, b, and c of Clause 1, Article 41 of the Investment Law, investors must meet the conditions prescribed by law in the fields of banking, insurance, and securities and obtain written approval from the competent authority.

2. For industries and occupations in journalism, broadcasting, and television as specified in point d of Clause 1, Article 41 of the Investment Law, investors are organizations that have been granted permission to operate journalism, broadcasting, and television in Vietnam and must receive a written consent from the Ministry of Culture, Sports and Tourism.

3. For industries and occupations in real estate as specified in point d of Clause 1, Article 41 of the Investment Law, investors are enterprises established under the Enterprise Law.

Article 12. Documentation for Determining Project Location for Overseas Investments

1. The following investment projects must have documentation determining the location of project implementation:

a) Projects subject to examination and approval by the Prime Minister before issuance or amendment of the Certificate of Registration for Overseas Investment as prescribed in Clause 2, Article 42 of the Investment Law;

b) Energy projects;

c) Livestock farming, crop cultivation, forestry, aquaculture projects;

d) Exploration, surveying, mining, and processing of minerals;

d) Projects involving construction of factories, production facilities, processing, or manufacturing plants;

e) Construction project investments, infrastructure investment; real estate business operations excluding services such as real estate brokerage, real estate trading platforms, real estate consulting, and real estate management.

2. Documentation determining the location of project implementation is one of the following documents, which includes content on the location:

a) Investment permit or equivalent document from the receiving country or region;

b) Land allocation or lease decision by an authorized agency in the receiving country or region;

c) Bid-winning contract, subcontract; land allocation or lease contract; joint investment and business cooperation agreement accompanied by documentation proving the relevant party's authority regarding the location;

d) Principle agreement on land allocation, lease of land, leasing of business premises, transfer of land use rights or attached immovable property; cooperative business operation agreement accompanied by documentation proving the relevant party's authority regarding the location.

Article 13. Documentation for Determining Forms of Overseas Investment

1. For overseas investment activities under the foreign contract form as specified in point b of Clause 1, Article 39 of the Investment Law, investors shall submit a memorandum or agreement with their foreign counterpart regarding the investment or other documents of equivalent value along with documentation on the legal status of the foreign counterpart.

2. For overseas investment activities under the capital contribution, share purchase, or acquisition of equity in foreign economic entities to participate in management, investors shall submit the following documents:

a) Memorandum, agreement, or other document defining capital contribution, share purchase, or acquisition of equity;

b) Documentation proving investor's participation in managing the foreign economic entity for cases where the investor's ownership stake is less than 50%;

c) Documentation on the legal status of the foreign economic entity or shareholders of the foreign economic entity that the investor contributes capital to, purchases shares from, or acquires equity in.

3. For overseas investment activities under other forms as specified by the law of the receiving country or region as per point d of Clause 1, Article 39 of the Investment Law, investors shall submit documentation defining such form of investment according to the laws of the receiving country or region.

Article 14. Decision to Invest Abroad

1. The decision to invest abroad by a state-owned enterprise shall be made in accordance with the provisions of Article 10 of this Decree.

2. For individual investors, business households, the decision to invest abroad may be replaced by a valid registration document for investment abroad.

3. Activities of investing abroad not falling under the circumstances specified in paragraphs 1 and 2 of this Article shall be decided by the investor in accordance with the provisions of the Enterprise Law.

4. The investors, agencies, organizations, or individuals who decide to invest abroad as provided in paragraphs 1, 2, and 3 of this Article shall bear responsibility for their decision regarding foreign investment.

Chapter II
PROCEDURES FOR ISSUANCE, AMENDMENT, TERMINATION OF EFFECTIVENESS,
REISSUE, VALUATION OF CERTIFICATES OF FOREIGN INVESTMENT REGISTRATION
FOREIGN INVESTMENT REGISTRATION

Article 15. Conditions for Foreign Investment

1. Activities of foreign investment shall comply with the principles stipulated in Article 38 of the Investment Law.

2. They do not fall under industries or professions prohibited from foreign investment as specified in Article 40 of the Investment Law and meet the conditions for foreign investment in industries or professions subject to conditional investment as provided in Article 11 of this Decree.

3. There is a decision on foreign investment in accordance with the provisions of Article 14 of this Decree.

4. There is a tax authority document confirming the completion of the investor's tax obligations, which shall not exceed three months from the date of submitting the project application documents.

5. For economic organizations where foreign investors hold more than 50% of the capital contribution, in addition to the conditions specified in paragraphs 1, 2, and 3 of this Article, they must meet the following conditions:

a) Use funds from equity capital for foreign investment, excluding the portion contributed to carry out investment activities within Vietnam;

b) Have profitable business operations over two consecutive years prior to registering for foreign investment, as determined by audited financial statements (if any);

c) In case of using additional capital contributions for foreign investment, they must first obtain a certificate of registration for foreign investment in accordance with the provisions of this Decree before increasing the capital and contributing sufficient registered capital within Vietnam prior to transferring the foreign investment funds.

Article 16. Content of Certificate of Registration for Foreign Investment

1. Project code.

2. Investor.

3. Name of the investment project, name of the foreign economic organization (if any).

Objectives of the project, including primary and secondary objectives

5. Investment location for projects requiring a specific investment location.

6. Form of investment, amount of investment, source of investment capital, form of invested capital, schedule for implementing foreign investment activities.

7. Rights and obligations of the investor.

8. Investment incentives and support (if any).

Article 17. Authority to Issue, Amend, Terminate Effectiveness of Certificate of Registration for Foreign Investment

1. The Ministry of Finance shall issue, amend, or terminate the effectiveness of a certificate of registration for foreign investment for projects with an investment amount of 700 million VND or more, or projects in industries or professions subject to conditional foreign investment as provided in paragraph 1 of Article 41 of the Investment Law, except those specified in Article 18 of this Decree.

2. For projects with an investment amount of 16 billion VND or more, or projects proposing special support mechanisms, the Ministry of Finance shall report to the Prime Minister for approval before issuing or amending a certificate of registration for foreign investment, except as provided in paragraph 3 of this Article.

3. For projects specified in paragraph 2 of this Article that have already been approved by the Prime Minister, when implementing project adjustments, there is no need to report to and obtain approval from the Prime Minister again for the following cases:

a) Changing the investment location within the same country or region receiving investment;

b) Increasing foreign investment capital for the first time with an increase not exceeding 10% of the total approved foreign investment amount without changing the primary objective of the project;

c) Reinvesting profits earned from a foreign investment project into the same project in accordance with the law;

d) Reducing foreign investment capital to repatriate funds back home;

e) Other adjustment cases that do not change the primary objective, scale of the project or do not fall under special support mechanism proposals.

Article 18. Project Not Required to Obtain a Certificate of Registration for Overseas Investment

An investor shall comply with the procedures for registering foreign exchange transactions in accordance with the provisions of the Foreign Exchange Management Law without obtaining a certificate of registration for overseas investment for projects falling under any of the following circumstances:

1. An overseas investment project with an overseas investment amount less than 7 billion Vietnamese dong and not involving industries or professions subject to conditions as provided in paragraph 1, Article 41 of the Investment Law;

2. An overseas investment project related to national defense and security implementation pursuant to a bilateral agreement between the Government of Vietnam and the government of another country as provided in point b, paragraph 3, Article 42 of the Investment Law. The agreement is an international treaty between two governments or a memorandum of understanding between relevant agencies of the two countries approved by the Government;

3. An overseas investment project of state-owned conglomerates and corporations listed in Appendix I of Decree No. 366/2025/NĐ-CP dated December 31, 2025, of the Government on managing and investing state capital at enterprises;

4. An overseas investment project not falling under the scope of reporting to the Prime Minister for examination and approval as provided in paragraph 2, Article 17 of this Decree for other economic organizations according to point c, paragraph 3, Article 42 of the Investment Law if it meets the following conditions:

a) A business with large scale as defined in Decree No. 90/2025/NĐ-CP dated April 14, 2025, amending and supplementing certain provisions of Decree No. 17/2012/NĐ-CP dated March 13, 2012, of the Government on implementing and guiding the application of certain provisions of the Law on Independent Auditing;

b) Utilizing its own foreign currency resources in cases where investment is made using foreign currency and not utilizing borrowed funds for overseas investment;

c) Profitable operations over two consecutive years immediately preceding the year of investment. The results of business operations are determined based on the consolidated financial statements of the economic organization;

at least 2 profitable overseas investment projects

5. For projects not required to obtain a certificate of registration for overseas investment, an investor shall declare information about the investment project, including the capital structure (including monetary and non-monetary capital), on the National Investment Information System to obtain an automatic application code before registering foreign exchange transactions in accordance with the provisions of the Foreign Exchange Management Law. In case the project content changes, the investor shall update the information on the National Investment Information System.

6. If an investor has a need to obtain a certificate of registration for overseas investment for projects specified in paragraph 1 and paragraph 3 of this Article, the investor shall comply with the procedures for obtaining a certificate of registration for overseas investment.

7. In cases where necessary, the State Bank of Vietnam may seek opinions from relevant agencies on foreign exchange transaction registration documents related to overseas investment activities. The agency providing the opinion must respond to the State Bank of Vietnam within seven working days from the date of receipt of the consultation document.

8. If an overseas investment project with a level of overseas investment amount not requiring a certificate of registration for overseas investment when adjusted and increased in capital leading to the project falling under the scope of obtaining a certificate of registration for overseas investment, it must comply with the procedures for obtaining a certificate of registration for overseas investment as provided in this Decree.

9. The State Bank of Vietnam shall provide detailed guidance on the procedures for registering foreign exchange transactions for projects as specified in this Article.

Article 19. Documentation for Investment Registration Certificate for Projects Requiring Approval by the Prime Minister

1. Original document of the application for overseas investment.

2. Valid copy of legal qualification documents of the investor.

3. Project proposal including the following main contents: form, objectives, scale, location of investment; preliminary determination of investment capital, funding mobilization plan, capital structure; project implementation schedule, investment phases (if applicable); preliminary analysis of project investment effectiveness (original).

4. Documentation proving financial capability of the investor including at least one of the following documents: most recent financial report of the investor; financial support commitment from parent company; financial support commitment from a financial institution; financial capability guarantee for the investor; other documentation proving financial capability of the investor (valid copy).

5. Valid copy of documentation determining the location of overseas investment project where such location is required by Article 12 of this Decree.

6. Valid copy of documentation determining the form of overseas investment where such determination is required by Article 13 of this Decree.

7. Commitment from a licensed credit institution for self-balancing foreign currency or document committing to arrange foreign currency for the investor. In case the investor submits a commitment for self-balancing foreign currency, submit accompanying document from the credit institution confirming the investor's foreign currency account balance (original).

8. Original decision on overseas investment as per Article 14 of this Decree.

9. Tax authority confirmation of fulfillment of tax obligations by the investor. The tax authority confirmation shall not be more than three months from the date of submission of the project documentation (original or valid copy).

10. Report on foreign economic entity loan including: borrower's name; total amount of loan; purpose, terms of loan; disbursement plan; repayment plan; measures to secure assets and method of handling secured assets (if applicable); foreign currency funding plan for the loan; financial capability assessment of the borrower; risk level and proposed mitigation measures for the loan in case the overseas investment project involves the investor lending funds to a foreign economic entity to implement the project (original).

11. Valid copy of documentation determining the fulfillment of guarantee obligations where the overseas investment project involves the investor guaranteeing a foreign economic entity's loan to implement the project (valid copy).

12. For investments under the form specified in Clause 4, Article 6 of this Decree, submit relevant documents related to swap transactions including agreement or contract and documentation determining transaction value (valid copy).

13. For overseas investment projects in sectors and trades subject to conditions as per Article 41 of the Investment Law, submit document from a competent state authority on compliance with foreign investment conditions under relevant laws (valid copy).

14. Other related documents.

Article 20. Procedure and Process for Issuing Investment Registration Certificate for Overseas Projects Subject to Approval by the Prime Minister

1. The investor shall submit an application for issuance of an overseas investment registration certificate through the national investment information system, submitting one original set of documents along with electronic copies of the documents to the Ministry of Finance. The submission is deemed received when it contains all required documentation as per regulations.

2. Within two working days from receipt of a valid application, the Ministry of Finance shall forward the application for comments to relevant state agencies.

3. Within seven working days from receipt of the Ministry of Finance's request for comments, the agency receiving such request shall provide written comments on matters within its jurisdictional authority.

4. Within ten working days from receipt of all relevant comments, the Ministry of Finance shall report to the Prime Minister for examination and approval of the project. The report shall include the following contents:

a) Compliance with the conditions for issuance of an overseas investment registration certificate as stipulated in Article 15 of this Decree;

b) Legal status of the investor;

c) Conformity of the investment project with provisions of paragraph 1, Article 38 of the Investment Law;

d) Overseas investment capital, sources of funding, financial capacity of the investor;

e) Application of special support mechanisms (if applicable).

5. During processing of the application, if clarification is needed on any matter, the Ministry of Finance shall notify the investor in writing. If after explanation and supplementation, the project does not meet the conditions for submission to the Prime Minister for examination and approval, the Ministry of Finance shall inform the investor in writing of refusal to issue an overseas investment registration certificate and provide reasons.

6. Within ten working days from receipt of the Ministry of Finance's report, the Prime Minister shall examine and approve the project.

7. Within three working days from receipt of approval by the Prime Minister, the Ministry of Finance shall issue an overseas investment registration certificate to the investor, simultaneously sending copies to the State Bank of Vietnam, Ministry of Foreign Affairs, Ministry of Home Affairs, relevant industry ministry, provincial or municipal people's committee where the investor is headquartered or registered as a resident, tax authority confirming the investor’s tax obligations, and the investor’s state-owned enterprise representative (if applicable).

8. In case the Prime Minister does not approve the overseas investment project, within three working days from receipt of the Prime Minister's comments, the Ministry of Finance shall inform the investor in writing of refusal to issue an overseas investment registration certificate and provide reasons.

Article 21. Procedure and Process for Amending Investment Registration Certificate for Overseas Projects Subject to Approval by the Prime Minister

1. The amendment application for an overseas investment registration certificate includes the following documents:

a) A request for amendment of the overseas investment registration certificate (original);

b) Documentation on the legal status of the investor in case there are changes to the investor's information compared to the last issued or amended overseas investment registration certificate (valid copy);

c) Report on the operation of the investment project up to the date of submission of the amendment application (original);

d) Decision amending the overseas investment activities as per Article 14 of this Decree (original);

e) Tax authority's confirmation of tax obligations fulfilled by the investor in case of increased capital outflow. The confirmation is valid for no more than three months from the date of submission (original or valid copy);

f) Other relevant documents.

2. The procedure and process for amending an overseas investment registration certificate are as follows:

a) The investor shall submit an application for amendment through the national investment information system, submitting one original set of documents along with electronic copies to the Ministry of Finance. Submission is deemed received when it contains all required documentation as per regulations;

b) Within two working days from receipt of the application, the Ministry of Finance shall forward the application for comments to relevant state agencies;

c) Within seven working days from receipt of the request and documents, the agency receiving such request must provide written comments on matters within its jurisdictional authority or as delegated by the Ministry of Finance;

d) Within ten working days from receipt of all relevant comments, the Ministry of Finance shall report to the Prime Minister for examination and approval;

e) During processing of the application, if clarification is needed on any matter, the Ministry of Finance shall notify the investor in writing. If after explanation and supplementation, the project does not meet the conditions for submission to the Prime Minister for examination and approval, the Ministry of Finance shall inform the investor in writing of refusal to amend the overseas investment registration certificate and provide reasons;

f) Within ten working days from receipt of the Ministry of Finance's report, the Prime Minister shall examine and approve the amendment of the project;

h) Within three working days from receipt of approval by the Prime Minister regarding the amendment, the Ministry of Finance shall amend the overseas investment registration certificate, simultaneously sending copies to the State Bank of Vietnam, Ministry of Foreign Affairs, Ministry of Home Affairs, relevant industry ministry, provincial or municipal people's committee where the investor is headquartered or registered as a resident, tax authority confirming the investor’s tax obligations, and the investor’s state-owned enterprise representative (if applicable);

i) In case the Prime Minister does not approve the amendment, within three working days from receipt of the Prime Minister's comments, the Ministry of Finance shall inform the investor in writing of refusal to amend the overseas investment registration certificate and provide reasons.

Article 22. Documentation, Procedure, and Process for Issuing the Certificate of Registration of Investment Project for Projects Not Requiring Approval by the Prime Minister

1. The documentation includes the following documents:

a) Application for Overseas Investment (original);

i Document on legal status of the investor (certified copy);

c) Decision on overseas investment in accordance with Article 14 of this Decree (original);

d) Tax authority confirmation that the investor has fulfilled its tax obligations (original or certified copy);

e) Documentation identifying the location for implementation of the foreign investment project where such identification is required under Article 12 of this Decree (certified copy);

f) Documentation identifying the form of overseas investment in cases provided for in Article 13 of this Decree (certified copy);

g) For projects invested according to the terms of paragraph 4 of Article 6 of this Decree, the investor shall submit related transaction documentation, including agreements or contracts and documents determining the value of the transaction (certified copy);

h) Where the foreign investment project is in industries or sectors subject to conditions under paragraph 1 of Article 41 of the Investment Law, the investor shall submit a document from an authorized state agency approving compliance with the conditions for overseas investment as provided by relevant laws and regulations (certified copy).

2. Procedure and process for issuing the Certificate of Registration of Overseas Investment Project:

a) The investor shall provide information on the application package for the issuance of the Certificate of Registration of Overseas Investment Project through the National Information System for Investment, submit one original set of documents along with an electronic copy to the Ministry of Finance. The documentation is deemed received by the Ministry of Finance when it contains all required items and in the prescribed quantity;

b) In cases where the foreign investment exceeds 25 billion Vietnamese dong, the Ministry of Finance shall seek the opinion of the State Bank of Vietnam's foreign exchange management authority through a written request. Within seven working days from receipt of the request for consultation, the State Bank of Vietnam shall provide a written response to the Ministry of Finance regarding the status of funds transferred abroad before issuance of the Certificate of Registration of Overseas Investment Project; whether the investor has met the legal requirements for transferring funds; issues related to borrowing from foreign economic organizations and guaranteeing such borrowings by foreign economic organizations, and other relevant matters;

c) Where the documentation requires clarification, the Ministry of Finance shall notify the investor in writing within five working days from receipt of a valid application package;

d) In cases where the overseas investment project involves activities related to lending abroad or guaranteeing foreign economic organizations' borrowings, the investor must comply with relevant foreign exchange management laws. The examination and issuance of the Certificate of Registration of Overseas Investment Project does not substitute for approval of such lending or guarantee activities under relevant foreign exchange management laws;

e) Where the overseas investment project involves industries or sectors subject to conditions as provided in Article 41, paragraph 1 of the Investment Law, the Ministry of Finance shall seek opinions from relevant agencies. Within seven working days from receipt of the request for consultation, the consulted agency shall provide a written response to the Ministry of Finance;

f) Within fifteen working days from receipt of a valid application package, the Ministry of Finance shall issue the Certificate of Registration of Overseas Investment Project to the investor and simultaneously send copies to the State Bank of Vietnam, Ministry of Foreign Affairs, Ministry of Home Affairs, relevant industry management department, People's Committee of the province or city directly under the Central Government where the investor is headquartered or registered for residence, tax authority confirming the fulfillment of tax obligations by the investor, and the investor's state-owned enterprise representative (if applicable);

g) Where the application package is not valid or does not meet the conditions for issuance of the Certificate of Registration of Overseas Investment Project, the Ministry of Finance shall notify the investor in writing of refusal to issue the Certificate of Registration of Overseas Investment Project and provide reasons.

1. The investor shall undertake procedures for amending the Certificate of Registration of Overseas Investment Project under the following circumstances:

a) Change in Vietnamese investor;

b) Change in form of investment;

c) Increase in foreign investment capital; change in source and form of investment capital;

d) Change in location for implementation of investment activities where such location is required by the project;

e) Use of profits from overseas investments to increase capital investment.

2. In cases of changes other than those specified in paragraph 1, the investor must update information on the National Information System for Investment. Where the National Information System for Investment is malfunctioning and unable to update changed information, the investor shall submit a written request to the Department of Foreign Investment, Ministry of Finance for confirmation of the changed content.

2. Trường hợp thay đổi các nội dung khác với quy định tại khoản 1 Điều này, nhà đầu tư phải cập nhật trên Hệ thống thông tin quốc gia về đầu tư. Trường hợp Hệ thống thông tin quốc gia về đầu tư bị lỗi, không thể cập nhật được thông tin thay đổi, nhà đầu tư gửi văn bản đề nghị xác nhận nội dung thay đổi cho Cục Đầu tư nước ngoài, Bộ Tài chính để được xác nhận nội dung thay đổi.

Article 24. Documentation, Procedure for Adjusting Registration Certificate for Overseas Investment for Projects Not Subject to Reporting for Approval by the Prime Minister

1. The documentation for adjusting the registration certificate for overseas investment includes:

a) A request document for adjusting the registration certificate for overseas investment (original);

b) Documentation on the legal status of the investor in cases where information about the investor has changed compared to the last issuance or adjustment of the registration certificate for overseas investment (copy certified);

c) A report on the operation of the investment project up to the date when the application for adjusting the registration certificate for overseas investment is submitted (original);

d) A decision adjusting the overseas investment activities according to the provisions of Clause 14 of this Decree (original);

e) Documentation determining the location of the implementation of the overseas investment project in cases provided for in Article 12 of this Decree if the project has adjusted its location (copy certified);

g) Documentation determining the form of overseas investment in cases provided for in Article 13 of this Decree if the project has adjusted its form of overseas investment (copy certified);

h) For overseas investment projects in industries and sectors subject to conditions, the investor submits a document approving from an authorized state agency regarding compliance with the conditions for overseas investment as stipulated by relevant laws (copy certified);

i) Documentation determining the fulfillment of guarantee obligations arising in cases where the investor guarantees foreign economic entities' loans to implement the investment project (copy certified).

i) DOCUMENTS EVIDENCING THE OBLIGATION TO GUARANTEE ARISING IN THE CASE OF AN INVESTMENT PROJECT ABROAD WHERE THE INVESTOR GUARANTEES A FOREIGN-ECONOMIC ENTITY'S LOAN FOR THE IMPLEMENTATION OF THE INVESTMENT PROJECT (VALID COPY).

2. Procedure and process for adjusting the registration certificate for overseas investment:

a) The investor submits information on the application for adjusting the registration certificate for overseas investment through the National Investment Information System and submits one original set of documents along with an electronic copy to the Ministry of Finance. The document is considered received by the Ministry of Finance when it contains all required items and in the specified quantity;

b) The Ministry of Finance seeks the opinion of the foreign exchange management authority under the State Bank of Vietnam in writing. Within 7 working days from the date of receipt of the consultation request, the State Bank of Vietnam issues a written response to the Ministry of Finance regarding the status of funds transferred overseas; whether the investor meets the legal requirements for transferring money; matters related to borrowing, lending to foreign economic entities, guaranteeing foreign economic entities and other relevant issues;

c) In cases where the application contains information that needs clarification, the Ministry of Finance notifies the investor in writing within 5 working days from the date of receipt of a valid application.

d) In cases where the overseas investment project involves lending to or guaranteeing foreign economic entities, the investor shall complete the procedures for obtaining approval for overseas lending or fulfill any arising guarantee obligations in accordance with foreign exchange laws;

e) Within 15 working days from the date of receipt of a valid application, the Ministry of Finance adjusts the registration certificate for overseas investment and simultaneously sends copies to the State Bank of Vietnam, Ministry of Foreign Affairs, Ministry of Home Affairs, industry management department, People's Committee of the province or city directly under the Central Government where the investor is headquartered or registered, tax authority confirming the fulfillment of tax obligations by the investor (if any), state-owned enterprise representative body of the investor (if any);

g) In cases where the application is not valid or does not meet the conditions, the Ministry of Finance issues a written notification refusing to adjust the registration certificate for overseas investment and specifies the reasons sent to the investor.

g) IN THE EVENT THAT THE APPLICATION IS UNACCEPTABLE OR DOES NOT MEET THE REQUIREMENTS, THE MINISTRY OF FINANCE SHALL ISSUE A WRITTEN NOTICE DENYING THE ADJUSTMENT OF THE BUSINESS LICENSE FOR INVESTMENT ABROAD AND PROVIDE REASONS TO THE INVESTOR.

Article 25. Online Issuance and Adjustment of Certificate of Registration for Overseas Investment

1. For projects with overseas investment that do not require reporting to the Prime Minister's approval and are not in industries or professions requiring conditions for overseas investment, investors may choose to submit paper documents according to the corresponding procedures under this Decree or submit online through the National Information System on Investment.

2. The application for issuance and adjustment of the Certificate of Registration for Overseas Investment submitted online shall include documents as prescribed by this Decree and be in electronic text form, having legal value equivalent to paper documents.

3. Online submission of documents is valid if it meets the following conditions:

a) It contains all required documents and information fully disclosed according to regulations for paper documents, presented in electronic text format and named accordingly with the type of document;

b) The disclosed information on the system is complete and accurate as per the information in the paper documents;

c) Project documents uploaded to the system are signed using the investor's public digital signature (if applicable).

4. Where an investor authorizes a third party to perform investment procedures, the application for issuance or adjustment of the Certificate of Registration for Overseas Investment must include authorization documents and legal documents of the authorized party.

Article 26. Procedure for Online Issuance and Adjustment of Certificate of Registration for Overseas Investment on the National Information System

Register an account on the National Information System on Investment

2. The investor discloses information and uploads electronic documents to the National Information System on Investment. Electronic documents uploaded to the system are signed using the investor's public digital signature (if applicable).

3. After completing the submission of the application, the Ministry of Finance checks its validity. If the application is not valid, the Ministry of Finance notifies the investor through the system to make corrections or supplements. If the application is valid, the investor receives a receipt for the submitted documents via the National Information System on Investment.

4. Where the content of the application requires clarification, the Ministry of Finance sends a notification to the investor to complete the application on the National Information System on Investment within five working days from the date of receiving the application.

5. If the application is valid and meets the conditions, the Ministry of Finance issues or adjusts the Certificate of Registration for Overseas Investment for the investor within fifteen working days from the receipt of a valid application.

6. The investor is responsible for the accuracy and completeness of the online submitted documents on the system.

Article 27. Procedure for Updating Information on Overseas Investment Projects

1. Within one month from the date when an overseas investment project has content changes that do not require adjustment of the Certificate of Registration for Overseas Investment or where the project does not fall under the category requiring issuance of a Certificate of Registration for Overseas Investment, the investor must update the changed contents on the National Information System on Investment. If the National Information System on Investment is malfunctioning and unable to update the information, upon request, the investor sends a written request for confirmation of the changed information along with relevant documents to the Department of Foreign Investment, Ministry of Finance to confirm the changes. The confirmation document is sent to the investor within three working days from the date of receiving the investor's request.

2. For contents recorded on the Certificate of Registration for Overseas Investment that have been updated and changed according to the provisions of paragraph 1 above, the Ministry of Finance records such changes in the adjusted Certificate of Registration for Overseas Investment when the investor performs the procedure for adjusting the Certificate of Registration for Overseas Investment.

Article 28. Termination of Operations of Overseas Investment Projects

1. An overseas investment project shall terminate its operations in the following cases:

a) The investor decides to terminate the operation of the investment project;

b) The term of operation of the investment project has expired as provided by the laws of the receiving country;

c) According to termination conditions specified in the contract,

d) The investor transfers all foreign direct investment capital to a foreign investor;

d) After 24 months from the date of issuance of the Certificate of Registration for Overseas Investment or the relevant Foreign Exchange Transaction Confirmation, if the investor fails to implement or is unable to implement the investment project according to the registered schedule with the competent national management authority and does not adjust the implementation schedule in accordance with regulations;

e) The economic organization in the receiving country has been dissolved or liquidated as provided by the laws of the receiving country;

g) According to a judgment, decision, or arbitral award of a court.

2. Immediately after terminating investment operations, the investor must liquidate the investment project in accordance with the laws of the receiving country or region. Within 12 months from the date of submission of the tax settlement report or a document of equivalent legal effect as provided by the laws of the receiving country or region related to completing the liquidation of the investment project, the investor shall repatriate all proceeds from the liquidation of the investment project in accordance with foreign exchange management laws and relevant laws.

3. Within 60 days from the completion of the liquidation of the overseas investment project and the full repatriation of any proceeds (if applicable), the investor is responsible for:

a) Carrying out procedures to terminate the effect of the Certificate of Registration for Overseas Investment for projects requiring such registration;

b) Notifying in writing about the termination of investment operations for projects not requiring such registration, including the commitment that all liquidation activities have been completed and all proceeds from the liquidation of the overseas project (if applicable) have been repatriated to the country, to the State Bank of Vietnam and the Ministry of Finance.

Article 29. Procedures, Sequence, and Process for Terminating the Effect of the Certificate of Registration for Overseas Investment

1. The investor shall submit one original set and an electronic copy of the documents to the Ministry of Finance. The documents include:

a) A request for termination of the effect of the Certificate of Registration for Overseas Investment (original);

b) Legal documentation regarding the investor's status (copy from the file);

c) Report on the implementation of the overseas investment project, accompanied by financial reports or equivalent documents of an economic organization in the receiving country (original);

d) Original copies of all issued Certificates of Registration for Overseas Investment;

d) Decision to terminate the overseas investment project corresponding to the provisions of Article 14 of this Decree (original);

e) Documentation proving that the investor has completed the termination and liquidation of the project, as well as repatriated all funds, assets, and proceeds from the termination and liquidation of the project (valid copy).

2. The Ministry of Finance shall accept the documents when they contain all required items in the specified quantities.

3. Within two working days after receiving a valid set of documents, the Ministry of Finance will send the documents to the State Bank of Vietnam for comments on the investor's foreign exchange transactions; compliance with foreign exchange laws by the investor, any violations, and handling thereof (if applicable). The State Bank of Vietnam shall respond in writing within seven working days from receipt.

4. If the document content requires clarification, within five working days after receiving a valid set of documents, the Ministry of Finance will notify the investor in writing to complete the documentation.

5. Within fifteen days from receiving a valid set of documents, the Ministry of Finance shall issue a decision terminating and recovering the Certificate of Registration for Overseas Investment and send it to the investor, while simultaneously sending copies to the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs, the relevant industry management department, provincial or municipal people's committees where the investor is headquartered or registered, tax authorities confirming the fulfillment of tax obligations by the investor, and the investor's state-owned enterprise representative (if applicable).

6. In cases where an overseas investment project is terminated as provided in point d) of paragraph 1 of Article 28 of this Decree but the investor fails to complete the procedures for terminating the effect of the Certificate of Registration for Overseas Investment, the Ministry of Finance shall, based on the Law on Investment and this Decree, terminate the effect of the Certificate of Registration for Overseas Investment and notify the investor and relevant national management authorities. After the Certificate of Registration for Overseas Investment is terminated, if the investor wishes to continue implementing an overseas investment project, they must follow the procedures for obtaining a Certificate of Registration for Overseas Investment as provided by the Law on Investment and this Decree.

7. For projects requiring approval from the Prime Minister, the investor or the authority deciding on overseas investments as specified in Article 14 of this Decree shall decide to terminate the project and report to the Prime Minister.

Article 30. Issuance and Correction of Information on Certificate of Registration for Overseas Investment

1. In case the Certificate of Registration for Overseas Investment is lost or damaged, the investor shall submit a written request to issue a new Certificate of Registration for Overseas Investment accompanied by documents clearly stating the reason to the Ministry of Finance in order to obtain a new Certificate of Registration for Overseas Investment within five working days from the date of receipt of the request.

2. In case the content of the Certificate of Registration for Overseas Investment is inaccurate compared to the application, the investor shall submit a written request to correct the information on the Certificate of Registration for Overseas Investment to the Ministry of Finance. The Ministry of Finance shall issue a new Certificate of Registration for Overseas Investment with corrected information to the investor within five working days from the date of receipt of the request.

Chapter III
IMPLEMENTATION OF OVERSEAS INVESTMENT ACTIVITIES

Article 31. Opening of Capital Account for Overseas Investment

1. The investor shall open a capital account for overseas investment at a Vietnamese-licensed financial institution in accordance with the regulations on foreign exchange management.

2. All transactions involving transfers of funds from Vietnam to abroad and vice versa related to overseas investment activities must be conducted through the capital account specified in paragraph 1 of this Article in accordance with the regulations on foreign exchange management.

Article 32. Transfer of Capital to Overseas

1. The investor may transfer capital to overseas for investment purposes upon meeting the following conditions:

a) Already obtained a Certificate of Registration for Overseas Investment for projects requiring such a certificate;

b) The investment activity has been approved or licensed by the competent authority of the receiving country (if applicable). In cases where the laws of the receiving country do not require approval or authorization, or only grant permission after the investor has fulfilled its commitment to transfer capital, the investor must provide documentation proving its right to conduct investment activities in the receiving country;

c) Has a capital account for overseas investment as specified in Article 31 of this Decree.

2. The transfer of capital to overseas must comply with the regulations on foreign exchange management, export, technology transfer, and other relevant legal provisions.

3. The investor may transfer funds, goods, machinery, equipment out of Vietnam before obtaining a Certificate of Registration for Overseas Investment or an approval for foreign exchange transactions (for projects not requiring a Certificate of Registration for Overseas Investment) related to overseas investment activities to cover costs associated with the formation of the investment project, including:

a) Market research and investment opportunities;

b) Field surveys;

c) Document studies;

d) Collection and purchase of relevant documents and information for selecting the investment project;

e) Compilation, evaluation, assessment, including selection and engagement of consultants to evaluate, assess the investment project;

g) Establishment and operation of an overseas liaison office related to the formation of the investment project;

h) Participation in international bidding, placing deposits, making guarantees or other financial guarantee methods, payment of costs, fees according to the requirements of the bidder, receiving country, region accepting investment related to the conditions for participating in the bid, implementation of the investment project;

i) Participation in buying and selling companies, placing deposits, making guarantees or other financial guarantee methods, payment of costs, fees according to the requirements of the seller of the company or according to the laws of the receiving country, region;

k) Negotiations for contracts;

1) Purchase or lease of assets supporting the formation of an overseas investment project.

4. The transfer of funds, goods, machinery, equipment out of Vietnam as provided in paragraph 3 of this Article shall be conducted in accordance with the regulations on foreign exchange, export, customs, and technology.

5. The limit for transferring funds under paragraph 3 of this Article does not exceed 5% of the total overseas investment capital and no more than 300,000 United States dollars calculated into the total overseas investment capital, except where otherwise provided by the Government.

6. The transfer of machinery, equipment, and goods to or from Vietnam for implementing an overseas investment project shall be subject to customs procedures in accordance with the customs laws.

7. The People's Bank of Vietnam shall issue detailed guidelines on foreign exchange management for transferring funds out of Vietnam for investment activities as provided in this Article.

7. THE VIETNAM NATIONAL BANK SHALL ISSUE GUIDELINES ON FOREIGN CURRENCY MANAGEMENT RELATING TO THE TRANSFER OF FUNDS ABROAD FOR THE IMPLEMENTATION OF INVESTMENT ACTIVITIES AS PROVIDED FOR IN THIS ARTICLE.

Article 33. Use of Profits Abroad

1. The investor may retain profits earned from foreign investment for reinvestment in the following cases:

a) Continuing to contribute capital to foreign investments where the full registered capital has not yet been contributed;

b) Increasing capital investment abroad;

c) Implementing new foreign investment projects.

2. For cases specified in point a and point b of paragraph 1 of this Article, the investor shall adjust the Certificate of Registration for Foreign Investment according to regulations; for the case specified in point c of paragraph 1 of this Article, the investor shall obtain a new Certificate of Registration for Foreign Investment.

Article 34. Repatriation of Profits

1. Except as provided in Article 33 of this Decree, within twelve months from the date of profit distribution, the investor must repatriate all profits and other income generated by foreign investment activities to Vietnam.

2. The investor may use a portion of the distributed profits to exchange obligations arising abroad with a partner operating in Vietnam. Such exchanges must meet the following conditions:

a) Reporting to the State Bank of Vietnam and the Ministry of Finance as required;

b) Compliance with foreign exchange, investment, and related laws and regulations;

c) Fulfillment of tax obligations arising from the transaction in accordance with tax law, including both the investor's and any foreign partner's (if applicable) tax obligations;

d) Prohibition on using the exchange to evade or avoid taxes, foreign exchange control, or other related laws.

3. If profits and other income are not repatriated within the time limit specified in paragraph 1 of this Article, the investor must notify the Ministry of Finance and the State Bank of Vietnam in writing. The time limit for repatriation may be extended by up to twelve months from the expiration date of the time limit specified in paragraph 1 of this Article.

4. In cases where profits are not repatriated within the time limit specified in paragraph 1 of this Article and no notification is given, or if the extended period specified in paragraph 3 of this Article has expired without repatriation, administrative penalties shall be imposed according to relevant laws.

Article 35. Implementation of Foreign Investment Reporting System

1. After obtaining a Certificate of Registration for Foreign Investment, the investor registers with the issuing authority to obtain an account access to the National Information System on Investment for periodic reporting as required.

2. The investor is responsible for submitting reports on the operation of foreign investment projects according to paragraphs 3, 4 and 5 of Article 48 of the Investment Law; simultaneously managing their account and updating complete, timely, and accurate information into the National Information System on Investment. Periodic semi-annual reports are due twenty days before the month following the reporting period, while annual reports are due fifteen days before February 15th of the year following the reported year.

3. In case there is a discrepancy between the information reported in the National Information System and the paper report, the information on the National Information System shall prevail.

4. A foreign economic entity established to implement foreign investment activities by Vietnamese investors investing in third countries or into other economic entities in the receiving country must comply with the laws of the receiving country and report to the competent authority for foreign investment.

5. Measures for handling cases where the investor fails to comply with the reporting system:

a) The Ministry of Finance may issue a written reminder for first-time violations;

b) Administrative penalties shall be imposed according to regulations on administrative penalties in the field of planning and investment;

c) Violations will be publicly disclosed on the National Information System, the Ministry of Finance's Electronic Portal, and other mass media;

d) The reviewing authority may require the investor to comply with the reporting system when examining, issuing new, or adjusting Certificates of Registration for Foreign Investment. The time limit for compliance shall not be included in the examination period as per regulations.

Article 36. Financial Obligations

1. The investor shall fulfill all financial obligations related to foreign direct investment with the State of Vietnam in accordance with tax laws.

2. The investor as a state-owned enterprise shall fulfill all financial obligations related to foreign direct investment with the State of Vietnam in accordance with tax laws and laws on management, use of state capital invested in production and business activities at enterprises.

3. The export and import tax exemptions for goods, machinery, and equipment transferred abroad to implement investment activities and their transfer from abroad into Vietnam shall be carried out in accordance with the provisions of export and import tax laws.

Article 37. Dispatching Vietnamese Workers to Work at Foreign Investment Projects

1. The dispatching of Vietnamese workers to work at foreign investment projects is conducted in accordance with the laws on Vietnamese workers working abroad under contract and the laws of the receiving country or region.

2. The investor shall comply with and implement all provisions concerning the dispatching of Vietnamese workers for the foreign investment project; ensure the lawful rights and interests of Vietnamese workers overseas; and bear responsibility for resolving issues arising from the dispatching of Vietnamese workers to work at the foreign investment project in accordance with the laws on Vietnamese workers working abroad under contract and other relevant provisions.

Chapter IV
STATE MANAGEMENT OVER FOREIGN DIRECT INVESTMENT

Article 38. State Management Responsibilities for Foreign Direct Investment

1. The Government shall uniformly manage state management over foreign direct investment throughout the country.

2. The Ministry of Finance is responsible to the Government for implementing state management over foreign direct investment.

3. The State Bank of Vietnam is responsible to the Government for implementing state management over foreign exchange activities related to foreign direct investment.

4. Ministries, agencies at the same level as ministries, provincial people's committees, centrally-administered city people's committees, and Vietnamese missions abroad shall implement state management over foreign direct investment within their respective areas of responsibility and authority.

Article 39. Functions and Powers of Authorities

1. The Ministry of Finance shall perform the functions and powers of state management for foreign direct investment in accordance with the provisions of Article 44, Paragraph 2 of the Investment Law and other functions and powers stipulated in this Decree.

Functions and powers of the State Bank of Vietnam:

a) Issue or submit to competent authorities for issuance regulations, mechanisms, and policies on credit activities of credit institutions and foreign branches of banks for investment abroad, and managing foreign exchange related to foreign direct investment;

b) Guide foreign exchange management for transferring investment funds from Vietnam abroad; profits and lawful receipts transferred back to Vietnam related to foreign direct investment in accordance with the provisions of this Decree;

c) Aggregate information on foreign exchange transaction confirmations for projects not subject to issuance of an Investment Registration Certificate. Regularly send information monthly, quarterly, annually to the Ministry of Finance for aggregation;

d) Inspect, audit, and supervise according to authority related to transferring funds from Vietnam abroad and from abroad into Vietnam related to investment projects;

e) Serve as a coordinating body in cooperation with relevant ministries and agencies to develop, submit to competent authorities for issuance guiding regulations, procedures, and formalities for approving economic entities' foreign lending and guaranteeing non-residents;

f) Implement annual reporting on the situation of transferring funds from Vietnam abroad (before and after obtaining an Investment Registration Certificate) and the situation of transferring funds from abroad into Vietnam related to investment projects, sending aggregated information to the Ministry of Finance by March 15th of the following year.

3. Functions and powers of the Ministry of Foreign Affairs:

a) Provide comments on foreign direct investment project files when requested by the Prime Minister or proposed by the Ministry of Finance or State Bank of Vietnam;

b) Direct Vietnamese missions abroad to cooperate with relevant lead agencies in monitoring and supporting the investment activities of Vietnamese investors in the receiving country or region as needed; assist the Ministry of Finance and other competent authorities in verifying information related to the investment activities of Vietnamese investors within their jurisdiction when requested;

c) Implement reporting procedures on support provided by Vietnamese missions abroad for the investment activities of Vietnamese investors in the receiving country or region in accordance with Article 44, Paragraph 5 of the Investment Law.

4. Functions and powers of the Ministry of Industry and Trade:

a) Take the lead and cooperate with the Ministry of Finance and relevant ministries and agencies to develop and issue regulations, mechanisms, and policies on trade, industry, and energy related to foreign direct investment;

b) Inspect, audit, and supervise according to authority related to trade, industry, and energy activities related to foreign direct investment;

c) Implement reporting procedures on the situation of foreign direct investment in the fields of trade, industry, and energy as stipulated in Article 48 of the Investment Law.

5. Functions and powers of the Ministry of Home Affairs:

a) Develop and issue regulations, mechanisms, and policies on managing and utilizing Vietnamese labor related to foreign direct investment;

b) Provide comments on issues related to labor in connection with foreign direct investment when requested by the Prime Minister or proposed by the Ministry of Finance or State Bank of Vietnam.

c) Conducting inspections, audits, and supervision in accordance with their authority regarding the dispatch of Vietnamese labor to work on foreign investment projects abroad;

d) Implementing reporting systems concerning the dispatch of Vietnamese labor to work on foreign investment projects abroad as prescribed by Article 48 of the Investment Law.

6. Functions and powers of ministries, agencies at the same level, provincial people's committees:

a) Fulfilling functions and powers as prescribed in Clause 3 of Article 44 of the Investment Law and other functions and powers as prescribed in this Decree and relevant laws;

b) Providing comments on issues related to state management assigned to them concerning foreign direct investment activities at the request of the Prime Minister or upon the request of the Ministry of Finance and the State Bank of Vietnam;

c) Conducting inspections, audits, and supervision in accordance with their authority regarding issues related to state management assigned to them concerning foreign direct investment activities;

d) Implementing reporting systems relevant to outbound investments under their jurisdiction as prescribed by Article 48 of the Investment Law.

7. Functions and powers of Vietnamese missions abroad:

a) Coordinating with relevant agencies to gather information and support Vietnamese investors in their business activities and compliance with laws and regulations of the host country or region; protecting the lawful rights and interests of Vietnamese investors overseas; supporting, facilitating, and resolving difficulties for Vietnamese investors during the implementation of investment projects in the host country in accordance with applicable laws; assisting the Ministry of Finance and relevant authorities in verifying information related to business activities of Vietnamese investors within their jurisdiction when requested;

b) Reporting annually or at any time upon request on the support provided by the Vietnamese mission abroad for outbound investments in the host country to the Ministry of Foreign Affairs for consolidation and reporting to the Ministry of Finance as prescribed.

Article 40. Support for Outbound Investment Activities

1. State agencies within their jurisdictional functions and responsibilities implement measures to support investors in investing abroad:

a) Providing information on investment environment, laws, policies, potential industries, sectors, and regions for receiving investments;

b) Administrative procedures related to the issuance, amendment, or termination of foreign direct investment registration certificates and other relevant procedures as prescribed by law;

c) Connecting and promoting investment opportunities, facilitating investors' access to partners, regulatory bodies, and relevant agencies in the host country;

d) Resolving difficulties and obstacles arising during the implementation of outbound investment projects;

d) Accessing legal sources of funds and financial instruments, including foreign direct investment credit, guarantees, and insurance against foreign direct investment risks as prescribed by laws on foreign direct investment credit, insurance law, and related laws;

e) Protecting investors' lawful rights and interests in accordance with international treaties to which Vietnam is a party and according to Vietnamese and host country laws;

g) Facilitating inter-agency communication for the processing of administrative procedures, state management, and support for outbound investment activities.

2. The Ministry of Finance is the lead agency assisting the Government in consolidating and coordinating measures to support investors investing abroad; it shall take the lead and coordinate with ministries, agencies at the same level, Vietnamese missions abroad, and local governments in supporting investors as prescribed by this Decree.

3. Investors are responsible for providing complete and truthful information and documents and bear legal responsibility for the accuracy of such information and documents provided.

Article 41. Inspection, Supervision, Monitoring, and Evaluation

1. The inspection, supervision, monitoring, and evaluation of foreign direct investment projects shall be conducted in accordance with the provisions of the law on inspection, supervision, monitoring, and evaluation of investment.

2. Investors are responsible for providing documents, materials, and information related to the content of inspections, audits, and supervisions of their overseas investment activities to competent state agencies as prescribed by law.

Article 42. Handling Violations and Resolving Disputes

1. Organizations or individuals who violate the provisions of this Decree shall be subject to disciplinary action, administrative penalties, or criminal prosecution depending on the nature and extent of the violation; if they cause damage, they must compensate in accordance with the law.

2. The Government and state management agencies of Vietnam are not responsible for resolving disputes between investors and disputes between investors and related organizations or individuals during the process of implementing investment procedures and overseas investment activities.

3. Investors shall bear all damages arising from failure to comply or non-compliance with the provisions on foreign direct investment operations as stipulated in the Investment Law, this Decree, and relevant laws of Vietnam, as well as the laws of the host country and international agreements that Vietnam is a party to.

Chapter V CONDITIONS FOR IMPLEMENTATION

Article 43. Effective Date of Implementation

This Decree shall take effect from April 3, 2026, and replace Chapter VI on foreign direct investment operations in Decree No. 31/2021/NĐ-CP dated March 26, 2021, of the Government, which details and guides the implementation of certain provisions of the Investment Law.

Article 44. Transitional Provisions

1. Activities already approved with a Business License or Certificate of Registration for Overseas Investment, or having an approval document for overseas investment prior to the effective date of this Decree may continue and be conducted in accordance with the provisions of this Decree.

2. For project files that have been received by competent authorities under the 2020 Investment Law but not yet approved, adjusted, or terminated, where such files do not fall within the scope requiring a Certificate of Registration for Overseas Investment as per the provisions of this Decree, investors are not required to complete procedures for approval, adjustment, or termination of the Certificate of Registration for Overseas Investment.

3. In cases where investors have submitted valid applications for approval, adjustment, or termination of the Certificate of Registration for Overseas Investment but have not yet received a result, they may continue to use the submitted file to complete procedures for approval, adjustment, or termination of the Certificate of Registration for Overseas Investment (if required) in accordance with the provisions of this Decree.

Article 45. Implementation Responsibility

1. The Ministry of Finance, Ministry of Foreign Affairs, Ministry of Interior, Ministry of Industry and Trade, and the State Bank of Vietnam are responsible for guiding the implementation of this Decree on matters within their assigned management functions:

2. Ministers, heads of agencies at the same level as ministries, chairpersons of people's committees of provinces and municipalities directly under central authority shall be responsible for guiding and implementing this Decree.

For reference:

Central Committee of the Party;

Prime Minister, Deputy Prime Ministers of the Government;

Ministries, agencies at the same level as ministries;

People's Councils, People's Committees of provinces and municipalities directly under central authority

Central Party Office and its committees

Office of the General Secretary;

Office of the President;

Ethnic Affairs Committee and its committees of the National Assembly;

Office of the National Assembly;

Supreme People's Court;

Supreme People's Procuratorate;

Auditor General:

Central Committee of the Vietnam Fatherland Front;

Central agencies of political-social organizations

VPCP: BTCN, various PCNs, Deputy Prime Minister's Office, General Department of Information and Communication, heads of departments, units directly under ministries, state-owned enterprises, and other subordinate entities, Official Gazette;

File: VT, QHQT (2b). 70