Outward investment from Vietnam does not always begin with a cash transfer. In practice, many Vietnamese investors fund an overseas project by contributing shares or equity interests they already hold in another company, or by swapping shares with a foreign partner. Vietnamese law permits this route, but it comes with its own valuation and registration process, distinct from a straightforward cash transfer.
Under Investment Law 2025 (Law No. 143/2025/QH15, effective 1 March 2026, replacing Investment Law 2020), this guide from IVLF explains the conditions, procedure and common pitfalls of using shares or equity as outward investment capital.
Table of contents
- Do shares and equity count as outward investment capital?
- Common forms of contributing shares and equity
- Valuation principles for non-cash contributed assets
- Registration procedure and required documents
- Common legal risks
- Comparing with a cash contribution
- 2026 registration threshold and reporting
- A worked example
1. Do shares and equity count as outward investment from Vietnam?
Under Investment Law 2025, the sources of outward investment capital are not limited to cash. Decree 103/2026/NĐ-CP (effective 3 April 2026, replacing Chapter VI of Decree 31/2021/NĐ-CP on outward investment) spells out the other lawful asset types accepted, including shares, equity contributions and even an existing investment project. In other words, a Vietnamese investor can convert an ownership stake already held in one business into contributed capital for a legal entity abroad.
This avoids first selling that stake for cash and then remitting the proceeds, which shortens the transaction chain considerably. This is a practical tool in cross-border M&A, where a seller accepts shares of the buyer instead of cash, or where an investor wants to restructure ownership between entities inside the same group.
2. Common forms of outward investment from Vietnam funded by shares and equity
In advisory practice, three scenarios come up most often:
- Share swap: the Vietnamese investor receives shares of a foreign company in exchange for shares it holds in another business.
- Contributing an existing equity stake: an equity interest in a Vietnamese or foreign limited liability company is converted into contributed capital for a new entity abroad.
- Converting an investment project: an entire investment project, including its related rights and obligations, is contributed as capital for the outward investment activity.
3. Valuation principles for contributed shares and equity
Because there is no cash flow to check the figure against, valuation is the single most important step. By analogy with the principle under the Law on Enterprises 2020 (as amended in 2025), a non-cash contributed asset must be valued by the founding members or shareholders, or by a valuation organisation, on a consensus or majority basis. If the contributed asset is valued above its actual value at the time of contribution, everyone who took part in the valuation is jointly liable.
For outward investment specifically, the licensing authority also reviews the reasonableness of the valuation when granting or adjusting the Outward Investment Registration Certificate, since this figure determines the officially recorded scale of the investment.
4. Registration procedure and documents required
When using shares or an equity interest as outward investment capital, an investor needs to prepare: proof of lawful ownership of the shares or equity interest to be contributed; a valuation report or certificate; a transfer or swap agreement between the parties; and a written explanation of the origin and legality of the asset. This file is submitted together with the application for the Outward Investment Registration Certificate (or its adjustment) at the competent authority, following the streamlined procedure under Decree 103/2026/NĐ-CP.
One important difference from a cash contribution: a transaction funded by shares or equity does not pass through a pre-investment account the way cash does under Circular 34/2026/TT-NHNN, but it must still be registered and declared in full with the State Bank of Vietnam to keep the capital transaction transparent. It is also worth noting that under Investment Law 2025, prior policy-approval procedures for outward investment have been abolished for most projects. This exempts most deals except large-scale projects or those subject to special mechanisms.
Under Decree 103/2026/NĐ-CP, projects below VND 7 billion no longer need an Outward Investment Registration Certificate at all, and only require a foreign-exchange transaction registration at the bank, unless the activity falls into a restricted or conditional sector such as banking, insurance, securities, media or real estate.
5. Common legal risks when structuring outward investment from Vietnam with shares
The most common mistake is a valuation without solid support, which gets the file rejected or raises suspicion of an inflated valuation. The second risk is skipping the State Bank registration step in the mistaken belief that a non-cash contribution does not need to be declared. The third is a mismatch between the transfer or swap agreement and the content of the Outward Investment Registration Certificate, which can lead to ownership disputes later.
A disciplined preparation process, with counsel reviewing the valuation file and the investment file in parallel, keeps a share-funded outward investment transaction on schedule. Bringing shares or equity into the outward investment capital structure requires close coordination between finance, legal and an independent valuer, especially once the deal involves more than one jurisdiction.
6. Comparing a share-funded contribution with a cash contribution
Many investors weigh which route to outward investment from Vietnam fits them best when planning outward investment from Vietnam. A cash contribution has the advantage of a familiar procedure, with a transparent flow through the pre-investment account, but it requires available foreign currency and is exposed to exchange-rate movements at the time of transfer. A share- or equity-funded outward investment from Vietnam, on the other hand, lets an investor use an asset it already holds rather than raising fresh cash, which suits M&A deals or an internal group restructuring.
That said, this route adds an independent valuation step and typically takes longer to clear, since the licensing authority looks closely at whether the valuation is reasonable. Companies should weigh the deal’s objective, expected timeline and how readily the asset can be transferred before choosing the outward investment from Vietnam structure that fits best.
7. 2026 registration threshold and reporting changes to know
Investment Law 2025 also tightened the reporting cadence for outward investment. Reporting frequency moved from quarterly to semi-annual, though enforcement was strengthened through stricter post-approval oversight. Profit repatriation also became more flexible. The deadline was extended from 6 to 12 months, and it is now calculated from the date of dividend distribution rather than the tax-filing date, giving businesses more room to plan the timing of a share-funded or cash-funded outward investment.
For a share-funded contribution specifically, investors should track two separate clocks: the valuation file’s own internal deadline, and the licensing authority’s review period for the Outward Investment Registration Certificate. Missing either one can delay closing.
8. A worked example: a Vietnamese group swapping shares for outward investment
This worked example of outward investment from Vietnam considers a Vietnamese holding company that owns 30 percent of a domestic logistics firm and wants to use that stake to invest in a warehousing joint venture in a neighbouring country. Instead of selling the stake for cash and later remitting the proceeds abroad, the group negotiates a share swap: the foreign joint-venture partner accepts the 30 percent stake in exchange for an equivalent equity interest in the new overseas entity.
The first step is engaging an independent valuer to appraise the domestic stake, since both the Vietnamese and the foreign side need a defensible number for their own statutory books. The valuation report then becomes the anchor exhibit in the outward investment registration file, alongside the share swap agreement, corporate approvals from both companies, and proof that the 30 percent stake is unencumbered. Because the deal is funded by shares rather than cash, no pre-investment account transfer under Circular 34/2026/TT-NHNN is triggered at this stage.
The group still declares the transaction to the State Bank of Vietnam so that the capital movement is on record, and it still applies for the Outward Investment Registration Certificate given the size of the deal exceeds the VND 7 billion threshold under Decree 103/2026/NĐ-CP. Once the certificate is granted, the swap completes and the Vietnamese company’s ownership converts from a domestic equity stake into an equity interest in the foreign joint venture.
From that point on, any dividends the joint venture pays are outward investment income and must be repatriated within the profit-repatriation window set by Investment Law 2025, now extended to 12 months from the distribution date. This kind of outward investment from Vietnam structure works best when both sides already know and trust each other, since a share-funded deal takes longer to negotiate than a cash payment but avoids the liquidity strain of raising fresh foreign currency.
Companies considering a similar structure should build in extra time for the valuation and registration steps when setting a closing timetable.
9. Documentation checklist for outward investment from Vietnam using shares
Before filing, investors preparing outward investment from Vietnam through a share or equity contribution should assemble a complete documentation set, since an incomplete file is the single most common cause of processing delays.
The checklist for outward investment from Vietnam funded this way typically includes: proof of lawful ownership of the shares, the independent valuation report, the transfer or swap agreement, board or shareholder approval minutes, and a written explanation of the source and legality of the contributed asset.
Counsel experienced in outward investment from Vietnam transactions usually reviews this file in parallel with the State Bank declaration, so that the outward investment from Vietnam registration and the foreign-exchange reporting move forward on the same timeline rather than sequentially.
Getting this checklist right the first time is one of the most effective ways to keep an outward investment from Vietnam transaction on schedule and avoid a second round of queries from the licensing authority.
10. Related terms clients search for
Clients researching this topic often use related terms such as a share swap for outward investment, an equity contribution to an overseas project, or a non-cash capital contribution when looking for guidance on outward investment from Vietnam.
Other common searches include the Outward Investment Registration Certificate process and the independent valuation report required for a non-cash contribution, both central to structuring outward investment from Vietnam with shares or equity.
IVLF advises on each of these steps, from the initial valuation through to registering the completed share-funded outward investment from Vietnam with the licensing authority and the State Bank of Vietnam.
Frequently asked questions
How long does it take to complete outward investment from Vietnam using shares?
In our experience advising on outward investment from Vietnam funded by non-cash assets, the valuation and registration file typically takes six to ten weeks to clear, longer than a comparable cash-funded outward investment from Vietnam because the licensing authority reviews the valuation basis closely.
Investors planning outward investment from Vietnam through a share swap should build this extra review time into their deal timeline, and engage a valuer and legal counsel early so the outward investment from Vietnam registration file is not delayed by last-minute valuation disputes.
Can shares already owned be used to invest abroad?
Yes. Investment Law 2025 (continuing the position under Investment Law 2020) and Decree 103/2026/NĐ-CP recognise shares and equity interests as a lawful asset type that can make up outward investment capital.
Who is liable if a contributed asset is valued too high?
Everyone who took part in the valuation (founding members, shareholders, or a valuation organisation) is jointly liable if the value set is higher than the actual value.
Does a share contribution have to go through a pre-investment account?
No. The pre-investment account under Circular 34/2026/TT-NHNN applies to cash flows; contributing shares or equity follows a separate registration process but still must be declared to the State Bank of Vietnam.
Need advice on funding outward investment with shares or other assets?
IVLF advises end-to-end: valuing the contributed asset, preparing the outward investment registration file and liaising with the foreign-exchange authorities.
Related: Outward Investment from Vietnam: A Complete Guide to Circular 34/2026.
10. Why Contributing Shares and Equity Matters for Outward Investors
Contributing shares and equity is one of the most common ways Vietnamese companies fund an overseas subsidiary without moving cash abroad. When contributing shares and equity, the investor transfers ownership interests already held in a domestic entity, or contributes newly issued shares, in exchange for equity in the foreign target.
Before contributing shares and equity, the investor must obtain an independent valuation report so the State Bank of Vietnam can confirm the contributed value matches the registered outward investment amount. Skipping this step is the single biggest cause of delayed approval when contributing shares and equity across borders.
Contributing shares and equity also triggers specific tax and reporting duties. Vietnamese law treats a share swap used for contributing shares and equity as a disposal event for the domestic shares involved, so investors should coordinate with tax counsel before contributing shares and equity to avoid unexpected liabilities.
In practice, contributing shares and equity works best when the foreign jurisdiction accepts non-cash capital contributions and when the investor has already opened the required outward investment capital account. IVLF Advisors regularly guides clients through every stage of contributing shares and equity, from valuation to final registration.
11. Common mistakes when contributing shares and equity abroad
Investors contributing shares and equity often underestimate how long the valuation step takes. A qualified independent valuer must certify the fair value of the shares before the State Bank will process the outward investment registration, and this step alone can take several weeks if the target company’s financial records are incomplete.
Another frequent mistake when contributing shares and equity is failing to notify the domestic company whose shares are being transferred, which can trigger disputes with co-shareholders under the company’s charter. IVLF Advisors recommends securing internal shareholder consent in writing before contributing shares and equity to any overseas entity.
Finally, investors sometimes assume contributing shares and equity is tax-neutral simply because no cash changes hands. In reality, Vietnamese tax authorities may treat the transfer as a taxable disposal, so proper documentation and, where relevant, professional tax advice are essential before contributing shares and equity across borders.
12. FAQ: Contributing shares and equity as outward investment
Can any company use contributing shares and equity to fund an overseas project? Most limited liability companies and joint-stock companies can use contributing shares and equity, provided the shares are freely transferable and the target jurisdiction accepts non-cash contributions.
Does contributing shares and equity require the same paperwork as a cash investment? Contributing shares and equity generally requires an additional valuation report and board or shareholder approval on top of the standard outward investment registration dossier.
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.
