Decree No. 103/2026/ND-CP, promulgated by the Government on 31 March 2026 and officially coming into force on 3 April 2026 (“Decree 103“), was issued to detail the provisions of the Law on Investment No. 143/2025/QH15 (“Law on Investment 2025“). Therein, Decree 103 introduces several significant changes relating to outward investment procedures aiming to simplify processes and save time for investors (“Investors“), focusing on 04 main matters, including:

This article shall synthesize and analyze the provisions relevant to the aforementioned changes.

1. Cases that are not subject to the issuance of the IRC

The Law on Investment 2025 and Decree 103 classify the procedures for IRC issuance based on the capital threshold and investment business lines of the project. Accordingly, for projects not subject to IRC issuance[1], Investors are only required to declare project information and carry out procedures for registering foreign exchange transactions with State Bank of Vietnam (“SBV”). Projects falling under this category must satisfy one of the following conditions:

a. Projects with an investment capital of less than VND 7 billion and not falling under conditional investment business lines[2];

b. Projects associated with national defense and security executed in accordance with agreements between the Government of Vietnam and foreign governments;

c. Projects of state-owned economic groups and general corporations;

d. Other projects not subject to reporting to the Prime Minister and satisfying the following conditions:

• Being large-scale enterprises[3];
• Using self-owned foreign currency sources and not utilizing loan capital for investment;
• Having profitable business operations for 2 consecutive years preceding the year of outward investment registration; and
• Having at least 2 overseas investment projects with profits repatriated to Vietnam.

The procedures for this case are also streamlined, which saves time for Investors (see the flowchart below):

Other projects not falling under the aforementioned cases must carry out the procedures for IRC issuance. The procedures for IRC issuance fundamentally remain unchanged compared to previous regulations, except for the most notable highlight being the abolition of the procedures for applying for outward investment policy approval from the National Assembly and the Prime Minister.  

Instead, for projects with an investment capital of VND 1,600 billion or more, and/or proposing special support policies[4] the Ministry of Finance (“MOF”) shall report to the Prime Minister[5]. The procedures in this case are carried out as follows:

2. Implementation of investment projects by economic organizations established abroad

Pursuant to Article 35.4 of Decree 103, where an economic organization established abroad to execute outward investment activities of Vietnamese investors makes an investment in a third country or in another economic organization within the host country, it shall comply with the laws of the host country and must report to the state management agency in charge of outward investment[6].

This provision establishes a mechanism to resolve the obstacles faced by many investors in utilizing overseas legal entities to further expand their business and investment activities beyond the initially registered scope.

3. Time limit for repatriating profits

Under Decree 103, Investors are still permitted to retain profits for reinvestment in the following cases: (i) continuing to contribute investment capital abroad in the event the registered capital has not been fully contributed; (ii) increasing outward investment capital; (iii) executing a new investment project abroad[7].

Except for the aforementioned cases, Investors must repatriate profits to Vietnam. However, instead of stipulating the time limit for repatriation as 6 months from the date of the tax finalization report or a document of equivalent legal validity as under the former investment law, Decree 103 has extended this time limit to 12 months, and more importantly, calculated from the time the Investors are distributed profits[8]. This provision resolves the obstacle in situations where, despite the issuance of a tax finalization report in the host country, the Investors have not yet been distributed profits as it depends on the decisions of other partners in the overseas company.

Additionally, pursuant to the new provisions of Decree 103, Investors are allowed to use the distributed profits to swap obligations arising overseas with partners currently operating in Vietnam, provided that the following conditions are satisfied[9]:

a. Reporting to SBV and the MOF;

b. Fully discharging tax obligations and complying with relevant regulations.

4. Changes to the reporting timelines on the execution of investment projects

Compared to the provisions of the former investment law, the Law on Investment 2025 has adjusted the timelines for reporting on the execution of investment projects. Accordingly, the quarterly periodic reports are no longer required, but replaced by semi-annual periodic reports, and the reporting timelines have also been adjusted. Specifically, as detailed in the table below[10]:

[1] Article 42.3 Law on Investment 2025 and Article 18 Decree 103.

[2] According to Article 41.1 of the Law on Investment 2025, conditional business sectors include: Banking, Insurance, Securities, Broadcasting, Television, and Real Estate.

[3] According to Article 1 of Decree No. 90/2025/ND-CP of the Government dated 14 April 2025 on amendments to Decree No. 17/2020/ND-CP of the Government dated 13 March 2012 on elaboration of and guidelines for implementation of certain articles of the Law on Independent Audit, a large-scale enterprise is one that meets 2 out of 3 criteria:

1. Has an average annual number of employees participating in social insurance of over 200 people;
2. Has total annual revenue of over VND 300 billion;
3. Has total assets of over VND 100 billion.

[4] Article 17.2 Decree 103.

[5] Article 20 Decree 103.

[6] Article 35.4 Decree 103.

[7] Article 33.1 Decree 103.

[8] Article 34.1 Decree 103.

[9] Article 34.2 Decree 103.

[10] Article 35 Decree 103.

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