The Law on Investment No. 143/2025/QH15 officially took effect on 01 March 2026 (“Investment Law 2025”), replacing the Law on Investment No. 61/2020/QH14 (“Investment Law 2020”), continuing to build upon and refine the regulations governing offshore investment activities. Notably, for the first time, the Government has issued a dedicated decree to provide detailed guidance for this sector. Accordingly, Decree No. 103/2026/ND-CP on offshore investment took effect on 03 April 2026 (“Decree 103/2026/ND-CP”), replacing Chapter VI of Decree No. 31/2021/ND-CP on elaborating some articles of the Law on Investment (“Decree 31/2021/ND-CP”). This new decree clarifies the provisions of the Investment Law 2025 and systematizes the legal framework regulating offshore investment.
1. Abolition of investment policy approval procedures
Investment Law 2025 marks a significant breakthrough by abolishing the procedures for approving offshore investment policies under the jurisdiction of the National Assembly and the Prime Minister, which were previously required under the Investment Law 2020.[1] Consequently, the Investment Law 2025 allows investors to proceed directly to the registration phase for an Offshore Investment Registration Certificate (“OIRC”) with the Ministry of Finance.
However, this does not imply a relaxation of state oversight for large-scale projects. For projects with a capital scale of VND 1,600 billion or more, or projects proposing special support mechanisms, the Ministry of Finance is responsible for reporting to the Prime Minister for review and approval prior to the formal issuance or amendment of the OIRC.[2] This shift contributes to streamlining the administrative apparatus and accelerating the processing of procedures.
Under the previous regulations, offshore investment projects with capital of VND 20,000 billion or more, or those requiring special mechanisms, were subject to an extremely complex appraisal process by the National Assembly.[3] For smaller projects with a capital scale exceeding VND 800 billion (excluding projects in banking, insurance, securities, press, radio, television, and telecommunications with offshore investment capital of VND 400 billion or more), the Prime Minister held the authority to grant policy approval before an investor could apply for an OIRC.[4]
2. Establishment of investment thresholds for project management
Decree 103/2026/ND-CP creates a turning point in administrative reform by officially establishing a capital threshold of VND 7 billion to categorize the management procedures for offshore investment projects, instead of requiring all projects to obtain an OIRC previously. Accordingly, investors only need to perform foreign exchange transaction registration procedures in accordance with foreign exchange management laws, without needing to apply for an OIRC.
Specifically, under the new regulations, the procedure for the issuance of an OIRC applies only to projects with investment capital of VND 7 billion or more, or projects within conditional offshore investment sectors, which include: banking, insurance, securities, press, radio, television, and real estate business.[5]
For projects with capital below VND 7 billion that do not fall into conditional sectors, as well as projects related to national defense and security implemented under agreements between the Government of Vietnam and foreign governments, or projects of state-owned corporations and groups, investors are not required to obtain an OIRC. If such projects subsequently increase their capital to a level requiring an OIRC, the investor must then perform the application procedure for an OIRC. Despite being exempt from the OIRC requirement, investors remain obligated to declare project information on the National Investment Information System to receive an automated dossier code, which serves as the basis for foreign exchange transaction registration in accordance with foreign exchange management regulations.[6]
These new regulations contribute to a significant reduction in compliance costs for small-scale enterprises, while enabling competent authorities to concentrate their resources on monitoring offshore investment projects with larger scales and higher risk profiles.
3. Changes to offshore investment conditions
Decree 103/2026/ND-CP maintains several offshore investment conditions[7] similar to those previously established under the Investment Law 2020, requiring that investment activities: (i) comply with the principles of investment law; (ii) do not fall under prohibited sectors and meet conditions for conditional sectors (if any); (iii) have a formal offshore investment decision; and (iv) possess a tax clearance certificate confirming the fulfillment of tax obligations, issued no more than 03 months prior to the submission date.
A notable update is that Decree 103/2026/ND-CP has abolished the requirement to submit a “commitment to self-arrange foreign currency” or a “foreign currency arrangement commitment from a credit institution” for projects that are not subject to reporting for the Prime Minister’s approval.[8] However, for projects that do require a report to the Prime Minister, investors must still provide a commitment from an authorized credit institution or a commitment to self-balance their foreign currency sources.
Furthermore, Decree 103/2026/ND-CP has tightened conditions for economic organizations in which foreign investors hold more than 50% of the charter capital when conducting offshore investment from Vietnam to a third country.[9] Specifically, these entities must satisfy the following additional requirements:
(i) Use only equity capital; capital contributions already invested in projects within Vietnam cannot be transferred abroad.
(ii) Demonstrate profitable business results for two consecutive years preceding the registration year, supported by audited financial statements; and
(iii) If using increased capital contributions, the OIRC must be obtained first, followed by the completion of capital increase procedures and full payment of charter capital in Vietnam before transferring funds abroad.
4. Expansion of prohibited offshore investment sectors
Investment Law 2025 maintains the list of sectors prohibited for offshore investment established by Investment Law 2020, including: narcotics; specific chemicals and minerals; wild flora and fauna specimens and endangered/rare species sourced from nature; prostitution; human trafficking and the trade of human tissues, corpses, organs, and fetuses; human cloning; firecrackers; and debt collection services.
Significantly, the Investment Law 2025 has added the following to the prohibited list:[10]
(i) Trade in national treasures;
(ii) Export of relics and antiques; and
(iii) Trade in electronic cigarettes and heated tobacco products.
5. Adjustment of profit remittance mechanisms and reporting discipline
Regarding the remittance of profits to Vietnam, Decree 103/2026/ND-CP has relaxed the timeline, requiring investors to remit all profits and other income from overseas activities within 12 months from the date of profit distribution.[11] This extends the deadline and changes the commencement point for the obligation compared to the previous requirement of 6 months from the date of the tax finalization report or an equivalent document under the laws of the host country.[12] This change provides enterprises with sufficient time to arrange funds, fulfill financial obligations in the host country, and optimize the use of profits for reinvestment before remitting them to Vietnam.
Additionally, the reporting regime has been streamlined. Under the Investment Law 2025, investors are required to submit semi-annual and annual reports[13] on the operational status of the offshore investment project, replacing the previous quarterly and annual reporting requirement.[14]
Notably, in addition to the enforcement measures similar to those in Decree 31/2021/ND-CP, Decree 103/2026/ND-CP introduces a new enforcement measure for non-compliance with reporting obligations. Accordingly, the competent authority reserves the right to require an investor to fulfill all outstanding reporting requirements during the review, issuance, or amendment of an OIRC. Crucially, the time taken by the investor to complete these reports is excluded from the statutory timeline for dossier review.[15] This demonstrates that as pre-check procedures have been simplified, the State has shifted toward stricter enforcement through the reporting regime and more rigorous post-check measures.
[1] Investment Law 2020, Chapter V – Section 2
[2] Decree 103/2026/ND-CP, Article 17.2
[3] Investment Law 2020, Article 57
[4] Investment Law 2020, Article 58
[5] Investment Law 2025, Article 42.2; Decree 103/2026/ND-CP, Article 17
[6] Investment Law 2025, Article 42.3; Decree 103/2026/ND-CP, Article 18
[7] Decree 103/2026/ND-CP, Article 15.1 – 15.4
[8] Decree 103/2026/ND-CP, Article 15 and Article 22.1
[9] Decree 103/2026/ND-CP, Article 15.5
[10] Investment Law 2025, Article 40 and Article 6
[11] Decree 103/2026/ND-CP, Article 34.1
[12] Investment Law 2020, Article 68.1
[13] Investment Law 2025, Article 48.3(b)
[14] Investment Law 2020, Article 73.3(b)
[15] Decree 103/2026/ND-CP, Article 35.5(d)
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