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As Vietnamese businesses grow in size and capability, more are turning to outbound investment as a means of expanding markets, acquiring resources, and strengthening global competitiveness. Under the Law on Investment (amended in 2020) and its guiding regulations, oversea investment is now subject to stricter legal oversight. Enterprises must be fully aware of licensing procedures, regulatory compliance, and government control mechanisms when planning investment abroad.
Licensing Requirements for Outbound Investment
Vietnamese enterprises investing abroad must obtain two key approvals:
- Oversea Investment Registration Certificate (IRC): Required for all outbound projects, regardless of capital size. The IRC records information such as investment capital, investment form, foreign project location, and objectives.
- National Assembly or Prime Ministerial Approval: For projects in sensitive sectors or those exceeding capital thresholds (e.g., above VND 800 billion), prior high-level approval is mandatory before the IRC is issued.
Only after receiving the IRC can the investor transfer capital overseas.
Permissible Investment Forms and Capital Flows
Investments may take the form of:
- Establishing a new company abroad
- Acquiring shares or stakes in foreign companies
- Expanding existing foreign operations
However, capital contributions must be made in accordance with foreign exchange control regulations. Investors must open a dedicated offshore investment capital account at a licensed Vietnamese bank, and all capital transfers must flow through this channel.
Regulatory Compliance and Reporting
Investors must comply with ongoing obligations, including:
- Periodic reporting on project progress, financial performance, and legal compliance in the host country
- Amendments or registration of any changes to capital, business lines, or investment location
- Tax obligations in both Vietnam and the host country, depending on applicable double taxation agreements
Failure to report or misuse of outbound capital may result in administrative sanctions or revocation of the IRC.
Restrictions and Prohibited Activities
Vietnamese law prohibits outbound investments in:
- Sectors banned under Vietnamese law (e.g., weapon trading, human trafficking)
- Countries or territories under international sanctions
- Projects that threaten national security or violate public ethics
Additionally, outbound investment in banking, insurance, or securities must comply with sectoral laws and obtain separate approvals from regulatory bodies.
Conclusion
Oversea investment offers Vietnamese enterprises a path to global growth, but it also brings legal complexity. The updated Investment Law reflects the government’s focus on ensuring responsible and transparent capital flows. Enterprises should adopt a structured legal strategy — starting from feasibility assessment through post-investment compliance — to avoid legal risks and ensure long-term sustainability abroad.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
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