FDI outbound investment – a foreign-invested enterprise established in Vietnam investing abroad – is one of the least understood structures in Vietnamese practice, and one of the fastest growing. Regional groups increasingly use their Vietnamese manufacturing company as the platform for expansion into Laos, Cambodia or further afield, and Decree 103/2026/ND-CP applies to them in full.
Can an FDI enterprise invest abroad?
Yes. Decree 103/2026/ND-CP applies to investors conducting outward investment for business purposes and defines an investor as an organisation or individual carrying out that activity – it does not exclude enterprises with foreign ownership. A company incorporated in Vietnam is a Vietnamese legal entity, and its outbound activity follows the Vietnamese outbound regime regardless of who owns it.
What differs is not eligibility but scrutiny. An FDI outbound investment structure raises questions a purely domestic one does not: whether the Vietnamese company is a genuine operating business or a conduit, where the capital originated, and whether the arrangement is in substance a redirection of inbound investment back offshore.
FDI outbound investment: the two-sided compliance position
The distinctive feature of FDI outbound investment is that the company sits inside two regimes simultaneously. On the inbound side it holds an investment registration certificate recording its business objectives and capital, and a direct investment capital account through which foreign capital entered. On the outbound side it needs policy approval where applicable, an outward investment certificate, and foreign exchange registration under Circular 34/2026/TT-NHNN.
Those two sides must be consistent. If the certificate does not include investment activity among the company’s objectives, an IRC adjustment comes first. If the outbound capital is traced to a recent inbound contribution, expect the source-of-funds question to be asked directly.
Where FDI outbound investment capital may come from
Article 6 of Decree 103/2026 sets the permitted sources: equity capital, loans raised in Vietnam and transferred abroad, and profits from outward projects retained for reinvestment – covered in our outward investment capital guide.
For an FDI enterprise, retained earnings generated by the Vietnamese operating business are the cleanest source, because they evidence that the outbound project is funded by value created in Vietnam rather than by capital passing through. Groups funding FDI outbound investment from a fresh capital increase should expect the file to be examined more closely, and should document the commercial rationale accordingly.
FDI outbound investment: structuring alternatives
Before defaulting to the Vietnamese subsidiary as the outbound vehicle, groups should compare three routes. Investing from the ultimate parent directly, which avoids the Vietnamese outbound regime entirely but forgoes any operational logic for holding the asset in Vietnam. Investing from a regional holding company, familiar to lenders and investors. Or investing from the Vietnamese entity where the commercial case genuinely sits there – shared management, supply chain integration, or a customer relationship that originates in Vietnam.
The third is the only one that justifies the additional compliance burden, and where it applies the burden is manageable. Where it does not, FDI outbound investment adds process without adding value, and our outward investment approval guide sets out what that process involves.
FDI outbound investment FAQs
Does foreign ownership affect approval?
It does not disqualify, but it sharpens the substance and source-of-funds analysis. Files that evidence a real operating business and a coherent commercial rationale move materially faster.
How do profits come back?
Through the outward investment capital account, with the recovery rule in our capital repatriation guide preserving registered headroom – then onward to the foreign shareholder under the ordinary dividend and withholding rules.
What is the most common mistake?
Spending abroad before the outbound sequence completes. The pre-investment account mechanism in our outbound foreign exchange guide exists precisely for that phase. Texts are published via the Ministry of Finance.
Documenting substance from the first filing
Because an FDI outbound investment file attracts a substance question that a domestic one does not, the answer should be built into the application rather than supplied on request. Four records do the work. Audited financial statements showing the Vietnamese company as a genuine operating business with revenue, employees and assets. Board minutes recording the commercial reasoning for the overseas project, taken in Vietnam by people resident there.
Evidence linking the outbound project to the Vietnamese operation – shared customers, supply chain integration, or capacity the Vietnamese plant cannot absorb. And a clear account of the funding source, with retained earnings preferred over a recent capital increase wherever the numbers allow.
Groups that assemble those four before filing rarely receive a substance query. Groups that file a thin application and answer questions afterwards spend the same effort in a worse sequence, and lose a quarter doing it.
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.
