The key reform under Vietnam’s Investment Law 2025: Simplifying outward investment procedures

The Law on Investment 2025 marks a significant reform in simplifying procedures and perfecting the legal framework for investment, particularly outward investment activities. Recently, Decree No. 103/2026/ND-CP was promulgated and took effect on April 3, 2026, detailing these provisions. A notable highlight is the abolition of the procedure for issuance of the Outward Investment Registration Certificate (“OIRC”) for projects with outward investment capital of less than VND 7 billion that do not fall within conditional outward investment sectors.

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1. Abolition of the OIRC issuance procedure for projects with investment capital under 7 billion VND and not in conditional outward investment sectors

Previously, under the Law on Investment 2020, all outward investment projects were required to undergo the OIRC issuance procedure, regardless of capital scale or sector. This regulation imposed a heavy administrative burden on both small and large projects, despite differing levels of risk and economic impact. In practice, many Vietnamese investors, especially startups in technology, commerce, services, or innovation, only needed to make modest capital contributions or investments abroad but were hindered by the complex licensing process, prolonged processing time, and high costs.

A notable reform introduced under the Law on Investment 2025, which shifts toward a classified approach to outward investment procedures. Specifically, Clause 3, Article 42 of the Law stipulates that outward investment projects with outward investment capital below the level prescribed by the Government and not belonging to conditional outward investment sectors shall be exempt from the OIRC issuance procedure. Instead, investors only need to carry out foreign exchange transaction registration procedures in accordance with the law on foreign exchange management.

Accordingly, Decree No. 103/2026/ND-CP has been issued to provide detailed guidance, specifying that the level of outward investment capital eligible for the above procedural simplification is less than 7 billion VND.

Thus, outward investment projects with outward investment capital under 7 billion VND and not belonging to conditional outward investment sectors (including banking; insurance; securities; press, radio, television; and real estate business) are no longer required to apply for an OIRC.

This new regulation removes procedural barriers for enterprises, especially small and medium-sized enterprises, while encouraging private capital flows from Vietnam to expand into new markets, access technology, and tap into new resources abroad.

In addition, Decree No. 103/2026/ND-CP also provides for the reduction of OIRC procedures for certain other specific groups of projects (related to national defense and security, large-scale state-owned enterprises, or large enterprises meeting strict conditions). These are not common cases. In practice, therefore, the group of projects with outward investment capital under 7 billion VND and not in conditional sectors remains the largest and most direct beneficiary of this new regulation.

2. Investors are still required to comply with foreign exchange regulations and periodic reporting obligations in outward investment activities

Previously, under the Law on Investment 2020 and Circular No. 12/2016/TT-NHNN guiding foreign exchange management for outward investment activities, investors were required to open an outward investment capital account and register foreign exchange transactions with the State Bank of Vietnam before transferring investment capital abroad (except for cases where foreign currency transfer was permitted to cover pre-OIRC project formation costs).

Under the Law on Investment 2025, the Government is delegated greater flexibility in issuing detailed regulations on outward investment activities. Decree No. 103/2026/ND-CP continues to maintain the above foreign exchange management requirements.

Regarding the reporting regime for outward investment activities, Article 48 of the Law on Investment 2025 remains largely unchanged from the Law on Investment 2020, except that the obligation to report project implementation on a quarterly and annual basis has been changed to semi-annual and annual periodic reporting. At the same time, all projects must still report outward investment capital transfers to the State Bank of Vietnam.

Thus, although the OIRC issuance procedure has been abolished for certain groups of projects, the Law on Investment 2025 and Decree No. 103/2026/ND-CP continue to maintain the foreign exchange management mechanism and periodic reporting obligations applicable to all outward investment projects. This is to effectively control outward capital flows while ensuring the stability and soundness of the domestic financial environment.

Conclusion

It can be seen that the Law on Investment 2025 and Decree No. 103/2026/ND-CP have implemented an important reform in the management of outward investment activities. The narrowing of the scope of projects required to apply for an OIRC significantly reduces administrative costs for enterprises and shortens the time to implement investments, while strongly promoting the expansion of Vietnamese enterprises into overseas markets.

However, the new regulations still maintain the foreign exchange management mechanism and periodic reporting obligations, reflecting a balance between administrative simplification and ensuring national financial and monetary security. This regulation represents a reasonable and necessary step forward, promoting investment freedom while ensuring transparency and safety in the management of outward investment capital flows by Vietnamese enterprises.

This article was prepared by Vy Le with consultation from Lawyer Huong Vu.

This article is provided for general informational purposes only and does not constitute legal advice for any specific case. The legal regulations cited herein are effective as at the time of publication but may have been amended, supplemented, replaced or ceased to be effective at the time readers refer to them. Accordingly, readers are advised to seek advice from a qualified lawyer before applying any information contained in this article.