Outward investment approval is the step that decides whether a Vietnamese group’s overseas expansion takes weeks or a year. Decree 103/2026/ND-CP, issued 31 March 2026, details the Law on Investment provisions governing when the state must approve the policy of investing abroad before a certificate may be issued.
Why outward investment approval exists
Vietnam manages its capital account, and capital leaving the country is scrutinised in a way capital arriving is not. The policy approval requirement lets the state assess, before money moves, whether an overseas project serves a genuine commercial purpose, whether the investor has the capacity to carry it, and whether the scale is consistent with macroeconomic management.
For investors this is not an obstacle to be circumvented but a stage to be planned. Structures designed to avoid the requirement – understating capital, fragmenting a project across vehicles, mischaracterising the investment form – are the ones that fail at the foreign exchange registration stage, where the State Bank sees the whole picture.
Outward investment approval: who approves what
Approval sits at different levels according to scale and sensitivity, with the Prime Minister approving projects above defined thresholds and in sensitive sectors, and the National Assembly reserved for the largest and most strategic. Below those levels, projects proceed directly to the outward investment certificate covered in our certificate guide.
Certain sectors attract heightened attention regardless of size – banking, insurance, securities, press, broadcasting and telecommunications among them – reflecting the same logic that governs inbound conditional business lines.
What an outward investment approval file must prove
Four elements carry the appraisal. The commercial rationale, stated in terms of markets, supply chain or capability rather than aspiration. The investor’s financial capacity, evidenced by audited statements and bank confirmations consistent with the capital declared. The legality of the project in the host country, including host-country approvals or an explanation of when they will be obtained. And the source and structure of the outward investment capital, which our outward investment capital guide sets out in detail.
Tax compliance in Vietnam is examined as a threshold matter. Groups with unresolved liabilities should not expect outward investment approval to proceed smoothly, and our tax compliance guide covers the position to clear first.
Sequencing after outward investment approval
Approval is followed by the certificate, then foreign exchange registration with the State Bank, then transfer – each conditional on the one before. Circular 34/2026/TT-NHNN, effective 31 July 2026, governs the currency leg including pre-investment accounts, as our outbound foreign exchange guide explains.
Groups that need to spend abroad before the sequence completes – deposits, diligence, option payments – should use the pre-investment account mechanism rather than informal arrangements, since the reconciliation eventually happens either way.
Outward investment approval FAQs
How long does it take?
Prime Minister level approvals are measured in months and depend heavily on file quality. Applications that arrive with financial capacity fully evidenced and the host-country position documented move materially faster than those requiring supplementary rounds.
Does approval guarantee the certificate?
No. Approval settles the policy question; the certificate is a separate act recording registration details including capital and transfer schedule, which then binds every subsequent transfer.
What if the project changes?
Material changes require amendment, and transferring against an outdated schedule is the error investors most often make. Texts are published via the Ministry of Finance.
Common reasons files stall
Three patterns account for most delay. Financial capacity evidenced by management accounts rather than audited statements, which invites a supplementary request that costs weeks. A host-country position described in general terms – “approvals will be obtained” – rather than identified specifically, with the responsible authority and expected timing named.
And a commercial rationale expressed as market opportunity rather than as a business case tied to the applicant’s existing operations, which reads as speculation to an appraiser looking for substance.
Groups that have obtained outward investment approval before tend to prepare differently the second time: they front-load the evidence, name the host-country counterparties and regulators, and address the obvious objections in the file itself rather than waiting to be asked. That posture typically halves the elapsed time, and it costs nothing beyond a more disciplined first draft.
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.
