Outward investment under VND 7 billion is subject to a simplified procedure under Vietnam’s Decree 103/2026/ND-CP. A qualifying project may proceed without an Outward Investment Registration Certificate, but the exemption does not permit an investor to transfer funds freely. Project information must still be declared, an automatic filing number must be obtained, and the relevant foreign-exchange transaction must be registered before capital is transferred.
This guide explains Article 18 of Decree 103/2026/ND-CP, effective from 3 April 2026, for Vietnamese companies, founders, CFOs and finance teams preparing a small overseas project.
1. When does outward investment under VND 7 billion qualify for exemption?
Article 18.1 of Decree 103/2026 provides two cumulative conditions. The project’s outward investment capital must be less than VND 7 billion, and the business must not fall within a conditional outward-investment sector under the Investment Law.
Capital size alone is therefore not decisive. A VND 2 billion project in banking, insurance or securities still requires analysis of the sector-specific approval regime. Investors should also review whether the overseas activity is prohibited or otherwise regulated under Vietnamese law and the law of the host jurisdiction.
2. Outward investment under VND 7 billion: understanding the threshold
The wording of Article 18 is less than VND 7 billion. A project with capital of exactly VND 7 billion does not fall within this particular exemption. This distinction becomes important where the project uses foreign currency or non-cash assets and its Vietnamese-dong equivalent is close to the threshold.
Under Article 6, the VND equivalent stated in the investment registration document is calculated using the selling exchange rate of an authorised credit institution at the time the project file is prepared. The competent authority determines the applicable project category using the relevant selling rate at the time of filing. A currency movement can therefore affect the procedure for a borderline project.
3. What capital counts for outward investment under VND 7 billion?
Outward investment capital is not limited to cash remitted through a bank. It may include equity, loans raised in Vietnam and transferred overseas, retained overseas profits used for reinvestment, machinery, equipment, intellectual property, technology, shares, equity interests and other lawful assets.
An investor should not treat the cash and non-cash components as separate projects merely to keep each component below the threshold. The total economic commitment and the complete capital structure are relevant. For non-cash structures, see our guide to outward investment funded with shares and equity.
4. The project still needs an automatic filing number
Article 18.5 requires an exempt project to be declared on the National Investment Information System. The declaration includes the project’s capital structure, including cash and assets. The system issues an automatic project filing number before the investor applies for foreign-exchange registration.
If the system cannot issue a number because of a technical failure, the investor may request a filing number from the relevant authority under the Ministry of Finance. Any later change to the project must also be updated on the system.
5. Foreign-exchange registration remains mandatory
The certificate exemption does not remove foreign-exchange control. The investor must register the relevant foreign-exchange transaction under the State Bank of Vietnam’s rules and use an outward investment capital account at an authorised credit institution.
The corporate approval, project declaration, bank documents and capital schedule should use consistent details. Differences in the project name, investor identity, destination, investment form or capital amount commonly lead to clarification requests and delay.
6. What happens if capital is increased to VND 7 billion or more?
If an exempt project is later increased so that it falls within the certificate regime, Article 18.8 requires the investor to apply for an Outward Investment Registration Certificate. The analysis should be completed before signing a binding additional capital commitment or transferring further funds.
The company should also consider non-cash additions, shareholder loans and retained profits. Moving capital before the certificate and foreign-exchange records are updated can create compliance issues and make the subsequent reconciliation of capital transfers more difficult.
7. Practical compliance checklist
- Confirm that the investor and investment form are eligible under Vietnamese law.
- Calculate the entire cash and non-cash capital commitment.
- Check the relevant exchange rate and the VND 7 billion threshold.
- Review conditional and prohibited outward-investment sectors.
- Approve the project under the investor’s corporate governance rules.
- Declare the project and obtain the automatic filing number.
- Complete foreign-exchange registration and use the designated capital account.
Frequently asked questions
Does a VND 6.9 billion project automatically qualify?
No. The investor must include all cash and non-cash capital, apply the relevant exchange rate and confirm that the project is outside the conditional-sector regime.
What does the bank use if there is no certificate?
The bank and the State Bank rely on the project filing number, foreign-exchange registration documents and supporting project and capital records.
Can a Vietnamese individual use this simplified route?
A Vietnamese national can be an outward investor under Decree 103/2026. The individual must still satisfy the project conditions, declare the project and complete foreign-exchange registration.
Is your project genuinely exempt from the certificate?
IVLF can review the capital threshold, sector, asset structure, project declaration and foreign-exchange file before the first transfer is made.
Related terms and common questions
Outward investment under VND 7 billion qualifies for a simplified registration process compared to larger projects, but investors still need the full set of supporting documents. Choosing outward investment under VND 7 billion as the project size can shorten approval time significantly when the dossier is complete.
Many first-time investors structure outward investment under VND 7 billion specifically to avoid the more detailed feasibility study required for larger projects. Outward investment under VND 7 billion still requires an investment capital account, a registration dossier, and confirmation of the funding source.
Can the project size be increased later? Yes, an outward investment under VND 7 billion can later be amended to a higher capital level, but the amendment triggers a fresh review of the increased amount.
Is the simplified process faster in practice? Outward investment under VND 7 billion generally clears registration faster than larger projects, provided all required documents are submitted correctly the first time.
Sources: Articles 6, 17 and 18 of Decree 103/2026/ND-CP. This article provides general information and is not legal advice for a specific transaction.
Final review for outward investment under VND 7 billion
Before approving outward investment under VND 7 billion, the board should confirm the total cash and non-cash commitment, the business sector and the applicable exchange rate. A file for outward investment under VND 7 billion should also identify the project declaration, automatic filing number and foreign-exchange registration.
The CFO should reconcile every transfer for outward investment under VND 7 billion with the designated capital account. If outward investment under VND 7 billion later increases to the statutory threshold, the company should review the certificate requirement before committing more capital.
IVLF can perform a pre-filing check for outward investment under VND 7 billion and help the investor prepare a consistent bank and regulatory file. This practical review reduces delays for outward investment under VND 7 billion while preserving a clear audit trail.
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.
