Outbound Investment Advisory

An increasing number of Vietnamese enterprises are expanding their operations into international markets to access customers, raw materials, technology, and global supply chains. Outbound investment is subject to the concurrent regulation of two legal systems. In Vietnam, investors must satisfy the conditions and procedures governing licensing, foreign exchange management, and reporting obligations. In the host country, investors must comply with the applicable regulations on establishment, operations, and taxation. A deficiency at any stage may delay capital flows, hinder the repatriation of profits, and give rise to the risk of regulatory violations.

CBI accompanies Vietnamese investors throughout the entire outbound investment process — from selecting the appropriate investment form and structure, obtaining licensing in Vietnam, and implementing the project in the host country, to repatriating profits and divesting. In the host country, CBI works in conjunction with its network of partner lawyers to ensure that investors receive consistent and coherent advice across both legal systems, while proactively preventing and managing risks and optimising costs and timeframes.

Forms of Outbound Investment

Pursuant to the Law on Investment, Vietnamese investors may carry out outbound investment in the following forms.

1. Establishment of a business organisation in accordance with the laws of the host country

The investor establishes a new subsidiary, branch, or other legal entity in the host country. This is the most common form of outbound investment. The investor retains full control but must build the organisational structure, obtain the necessary licences, and develop market access from the ground up.

2. Investment under a contract executed in a foreign country

The investor cooperates with a foreign counterpart under a contractual arrangement without establishing a new legal entity, such as a business cooperation contract. This form is flexible and can be implemented quickly, making it well-suited to time-bound projects or market-testing phases. However, the investor’s rights and interests are heavily dependent on the quality of the contract and the capacity of the counterpart.

3. Capital contribution, acquisition of shares, or purchase of equity interests in a business organisation in a foreign country for the purpose of participating in management

The investor acquires a stake in an existing enterprise operating in the host country, including through mergers and acquisitions (M&A) transactions. This form enables the investor to immediately leverage the target’s existing customer base, licences, and personnel. In return, the investor is required to conduct thorough legal due diligence to identify the latent obligations and risks associated with the target enterprise.

4. Purchase and sale of securities, negotiable instruments, or investment through securities investment funds or financial intermediary institutions in a foreign country

This is a financial form of investment and does not involve direct participation in management. It is subject to specific regulation under securities law and foreign exchange management regulations, with stringent conditions regarding eligible investors.

5. Other forms of investment permitted under the laws of the host country

In addition to the forms set out above, investors may elect to adopt structures permitted under the laws of the host country, provided that these are consistent with Vietnamese regulations.

Each form of investment entails different requirements in terms of licensing procedures, capital transfers, taxation, and risk exposure. CBI advises investors in selecting the form — or combining multiple forms — that best aligns with their business objectives, financial capacity, and the specific characteristics of the host market.

Scope of Services

Pre-Investment Phase

• Review of the conditions for outbound investment under Vietnamese law, including prohibited sectors and sectors subject to conditional investment, investor eligibility requirements, financial obligations, and permissible sources of investment capital.
• Analysis, comparison, and recommendation of the most appropriate investment form from among those set out above.
• Advisory on cross-border investment structuring, including the selection of the jurisdiction for incorporating the parent or intermediate holding company, with due consideration given to double taxation avoidance agreements and investment protection agreements to which Vietnam is a party.
• Coordination with local counsel in the host country to assess the legal environment, market access conditions, and investment incentives available in the host jurisdiction.
• Advisory on the procedures for transferring foreign currency abroad to fund project formation activities prior to the issuance of the Outbound Investment Registration Certificate.

Licensing Phase in Vietnam

• Preparation of application dossiers and conduct of procedures for obtaining approval of the outbound investment policy (where required).
• Preparation of application dossiers and conduct of procedures for the issuance of the Outbound Investment Registration Certificate.
• Advisory on internal approval procedures, including the requisite resolutions and decisions of the investor’s competent internal governance bodies, as well as approval procedures from the representative of the state ownership interest in respect of state-owned enterprises.
• Advisory on the opening of outbound investment capital accounts and the registration of foreign exchange transactions with the State Bank of Vietnam.

Implementation Phase in the Host Country

• Coordination with local counsel in the host country to establish the legal entity, obtain business licences and sector-specific permits, complete tax registration, and open bank accounts.
• Drafting, review, and negotiation of joint venture agreements, shareholders’ agreements, share or equity interest purchase agreements, business cooperation contracts, and the constitutive documents of the overseas enterprise.
• Secondment of lawyers or legal specialists to represent the investor in negotiations and in liaising with foreign counterparts and the competent Vietnamese state authorities.

Project Operation Phase

• Conduct of procedures for amending the Outbound Investment Registration Certificate, including changes to investment capital, objectives, location, investment form, or investor particulars.
• Advisory on compliance with the periodic reporting regime in respect of project operations to the competent Vietnamese state authorities.
• Advisory on the repatriation of profits and other lawful income generated by the project to Vietnam within the statutory timeframes, together with the associated tax obligations applicable in Vietnam.