The outward investment certificate is the document a Vietnamese investor must hold before capital may lawfully leave the country for a business project abroad. Decree 103/2026/ND-CP, issued on 31 March 2026, governs it – detailing Articles 41, 42, 43, 48 and 52 of the Law on Investment and replacing the previous outbound framework.
What the outward investment certificate covers
The decree defines the certificate as a paper or electronic document recording an investor’s registration of outward investment activity. It applies to organisations and individuals conducting outward investment for business purposes, together with the competent authorities and related parties.
Two categories sit outside its scope, and both matter commercially. Outward investment through the purchase and sale of securities or other valuable papers, or through securities investment funds and other intermediary financial institutions abroad under Article 39(1)(d) of the Law on Investment, is excluded. So is outward investment in oil and gas, which follows its own regime. Investors structuring portfolio exposure abroad should therefore not assume this decree governs them.
Where the outward investment certificate sits in the sequence
The order is fixed and unforgiving. Investment policy approval where required, then the certificate, then foreign exchange registration with the State Bank, then capital transfer. Circular 34/2026/TT-NHNN – effective 31 July 2026 – governs the currency leg, including the pre-investment account regime described in our outbound foreign exchange guide.
Investors who spend money abroad before the certificate exists create a reconciliation problem that surfaces at registration. Deposits, due diligence costs and option payments made ahead of the process are exactly what the pre-investment account mechanism was designed to capture lawfully.
Outward investment certificate documentation rules
Decree 103/2026 defines a valid copy to include copies issued from an original register, copies certified from originals by a competent authority, or copies generated from national databases where the original information is held in the population, business registration or investment databases. It also defines the original dossier set – the file containing originals and principal documents.
Applications run through the National Investment Portal, which handles both inbound and outward certificates, as our portal guide explains. Where the project requires policy approval first, our outward investment approval guide covers that step.
What the outward investment certificate fixes
The certificate fixes the parameters the rest of the regime enforces: the investor, the host country, the project, the investment form, the capital amount and currency, and the schedule of capital transfer. That schedule becomes the ceiling against which every subsequent transfer is measured under the foreign exchange rules, which is why realistic scheduling at application stage matters more than most applicants appreciate.
Investors whose timetable slips should amend the certificate rather than transfer against an outdated schedule – the cheaper of two problems by a wide margin.
Outward investment certificate FAQs
Can individuals invest abroad?
The decree applies to organisations and individuals conducting outward investment for business purposes. Individuals investing through offshore securities or funds fall outside its scope under the exclusions above.
What capital may be used?
Sources and permitted uses are set out in Article 6 and covered in our outward investment capital guide, including the treatment of capital recovered and brought home in our capital repatriation guide.
When did it take effect?
The decree was issued on 31 March 2026, with the outward investment capital provisions applying from 3 April 2026. Texts are published via the Ministry of Finance.
Common mistakes with the outward investment certificate
Four errors recur among first-time outbound investors. Registering an optimistic capital schedule that the project then outruns, which forces amendment at exactly the moment funding is urgent. Treating the host-country transaction timetable as the governing calendar, when the Vietnamese sequence – approval, certificate, foreign exchange registration, transfer – is the binding constraint.
Spending abroad before the certificate exists without using the pre-investment account mechanism, which creates a reconciliation gap the State Bank will eventually close. And failing to amend when the project changes form, so that the certificate records an equity investment while the money actually went out as a shareholder loan.
Each is avoidable at the planning stage and expensive afterwards. Groups running several overseas projects should standardise: one owner for the outward investment certificate portfolio, one register of ceilings and drawn amounts, and a quarterly review comparing registered parameters against what the business has actually done.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
