Outward investment capital is defined with unusual precision in Decree 103/2026/ND-CP, and the definition matters because it determines what a Vietnamese investor may lawfully send abroad. Article 6, applying from 3 April 2026, sets out both the permitted sources and the permitted uses – and one provision in it is worth real money to groups expanding regionally.
Permitted sources of outward investment capital
Sources comprise money and other lawful assets of the investor, made up of equity capital, loans raised in Vietnam and transferred abroad, and profits derived from outward investment projects that are retained for reinvestment abroad.
The money and assets falling within that description are listed specifically: foreign currency held in accounts at licensed credit institutions or purchased from them in accordance with law; Vietnamese dong in compliance with foreign exchange management law; machinery, equipment, materials, raw materials, fuels, finished goods and semi-finished goods; the value of intellectual property rights, technology and rights to assets; shares, capital contributions and projects exchanged at economic organisations in Vietnam and abroad under Clause 4; and other lawful assets under civil law.
The inclusion of machinery, intellectual property and technology matters for manufacturers and technology groups. Contributing equipment or licensed technology to an overseas subsidiary is a recognised form of outward investment capital, not a workaround – though valuation documentation becomes the controlling issue.
Permitted uses of outward investment capital
Outward investment capital may be used for capital contribution; lending to overseas economic organisations; payment for the purchase of shares or capital contributions; and performance of guarantee obligations arising, where these serve outward investment in the forms prescribed in Article 39(1)(a) to (d) of the Law on Investment.
Guarantee obligations deserve attention. Vietnamese parents guaranteeing offshore subsidiary borrowing have historically operated in an uncertain space; express recognition that performing such obligations is a permitted use of outward investment capital gives structures a clearer footing.
The provision that saves money: recovered capital
Amounts of capital already transferred abroad which are recovered and remitted back to Vietnam are not counted as outward investment capital transferred abroad, and are not included in the outward investment capital limit recorded in the outward investment certificate.
The commercial effect is significant. A group that funds an overseas project, recovers part of the capital and later redeploys it does not exhaust its registered ceiling twice. Determination is based on the investor’s dossiers and documents together with foreign exchange transaction information managed by the State Bank, and the investor bears the burden of proving the amounts transferred and recovered in accordance with State Bank regulations – which is why the documentation discipline in our capital repatriation guide is worth building from the first transfer..
Outward investment capital in asset and share swaps
Vietnamese investors may use shares, capital contributions or profits of overseas economic organisations, or their investments, in the exchange mechanisms the article contemplates. For groups restructuring regional holdings this permits value to move without cash crossing borders – provided the exchange is documented and registered rather than assumed.
Outward investment capital FAQs
Can borrowed money be sent abroad?
Yes – loans raised in Vietnam and transferred abroad are an express source. Lenders will nonetheless test the structure, and the transfer must remain within the registered schedule and ceiling in the certificate covered by our outward investment certificate guide.
How does this interact with foreign exchange rules?
The decree sets what capital is; Circular 34/2026/TT-NHNN sets how it moves, including pre-investment accounts and cumulative ceilings – see our outbound foreign exchange guide.
Does approval come first?
Where the project requires policy approval it precedes the certificate, as our outward investment approval guide explains. Texts are published via the Ministry of Finance.
Valuing non-cash outward investment capital
Contributing machinery, technology or intellectual property abroad raises a valuation question that cash contributions avoid, and it is the point where files most often stall. Three records make the position defensible. An independent valuation prepared before the contribution rather than reconstructed afterwards, using a methodology the authority will recognise.
Export and customs documentation for physical assets, matching the valuation description item by item. And, for intellectual property and technology, evidence of ownership and of the basis on which value was attributed – registration certificates, development cost records or comparable licensing terms.
Groups sometimes assume a book value transfer is simplest. In practice book value understates contributed technology and invites questions about whether the outward investment capital declared reflects what actually left the country. A properly evidenced valuation is both more accurate and easier to defend, and it also fixes the base cost for any eventual disposal.
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.
