A pre-investment transfer from Vietnam may be necessary before an overseas project obtains its Outward Investment Registration Certificate. A buyer may need to pay an M&A deposit, a bidder may need to provide security, or a sponsor may need to fund market research, due diligence and professional advisers. Article 32 of Decree 103/2026/ND-CP permits specified project-formation costs, subject to a dual cap of 5% of total outward investment capital and USD 300,000.
1. When is a pre-investment transfer from Vietnam permitted?
Article 32.3 allows money, goods, machinery or equipment to be transferred before the certificate is issued. For a project exempt from the certificate procedure, the corresponding point is before foreign-exchange registration is confirmed.
The exception is limited to costs incurred to form the proposed project. It should not be treated as authority to contribute operating capital, fund the ordinary expenses of an established overseas company or disburse a shareholder loan before the investment and foreign-exchange requirements are satisfied.
2. Which costs may a pre-investment transfer from Vietnam cover?
Decree 103/2026 identifies a broad but defined list:
- Market research and investment-opportunity studies;
- Site surveys and document research;
- Collection and purchase of project information;
- Project evaluation, due diligence and professional advisers;
- Workshops and scientific conferences;
- Establishment and operation of an overseas liaison office connected with project formation;
- International tender deposits, security, guarantees and participation fees;
- M&A deposits, escrow or similar security required by an overseas seller;
- Contract negotiations; and
- Purchase or lease of assets supporting project formation.
The connection between each payment and the contemplated project should be evident from the contract, invoice, internal approval and payment instruction. A generic “consulting fee” or payment to an intermediary’s personal account may be difficult to defend.
3. The pre-investment transfer from Vietnam: 5% and USD 300,000 cap
The cap is not an either-or choice. A USD 2 million project has a 5% limit of USD 100,000, so only USD 100,000 may be transferred even though the absolute ceiling is USD 300,000. A USD 10 million project has a 5% figure of USD 500,000, but the absolute ceiling limits the pre-investment transfer to USD 300,000.
The amount is included in total outward investment capital. When the formal investment file is completed, the investor should disclose what has already been transferred, how it was used and the remaining capital schedule.
4. Overseas M&A deposits require careful drafting
A deposit for the acquisition of an overseas company, shares or assets can qualify as a project-formation payment. The deposit agreement should address refund conditions if Vietnamese approval is not obtained, the recipient account, escrow, governing law, dispute resolution and evidence that the recipient is entitled to receive the funds.
Buyers should avoid an unconditional, non-refundable deposit that becomes payable before regulatory feasibility has been assessed. Escrow, refund guarantees and closing conditions can reduce commercial risk, although their treatment must be checked under Vietnamese foreign-exchange law and the law of the host jurisdiction.
5. The outward investment capital account
Article 31 requires outward investment cash flows to pass through a designated capital account at an authorised credit institution in Vietnam. Detailed treatment of a transfer made before registration also depends on the State Bank’s foreign-exchange rules.
Finance teams should discuss the proposed payment with the serving bank before the contract becomes binding. Banks may require the project proposal, internal approval, draft transaction documents, a cap calculation, information on the overseas recipient and evidence of the payment purpose.
6. Machinery and goods transferred before the project
Machinery, equipment and goods may also be sent overseas for project-formation activities, but customs, export-control, technology-transfer and foreign-exchange rules continue to apply. Equipment temporarily used for a survey should be distinguished from machinery formally contributed as project capital.
7. Documents for a pre-investment transfer from Vietnam
- Corporate approval for the project-formation expense;
- Project proposal and total expected capital;
- Advisory, tender, deposit, lease or M&A agreement;
- Invoice or payment demand;
- Legal information on the overseas recipient;
- Calculation of the 5% and USD 300,000 limits;
- Bank transfer evidence and an expense-use report; and
- Refund documents if the project does not proceed.
8. Common mistakes
Common problems include splitting payments to avoid the cap, using an unclear payment description, paying an unrelated person, omitting the amount from total project capital, and failing to provide a contractual refund mechanism. Inconsistent translations and differences between the contract, internal decision and remittance instruction can also delay bank processing.
Frequently asked questions
Is USD 300,000 automatically available for every project?
No. USD 300,000 is the absolute ceiling. The transfer must also remain within 5% of total project capital, and the lower amount applies.
What happens to a deposit if the project is not approved?
The contractual refund mechanism becomes critical. Returned funds should be received through the proper banking channel and supported by documents establishing recovery of the pre-investment amount.
May the investor pay operating salaries before approval?
Ordinary operating costs of an active overseas business are generally different from project-formation costs. The purpose and stage of the project must be analysed before any payment is made.
Planning an overseas deposit or due-diligence payment?
IVLF can structure the contract, calculate the permitted cap and align the bank file with the outward-investment application.
Related terms and common questions
A pre-investment transfer from Vietnam lets an investor send money abroad to cover survey, legal, and feasibility costs before the outward investment project is formally licensed. Vietnamese law caps a pre-investment transfer from Vietnam at 5% of the total registered capital or USD 300,000, whichever is lower.
Investors making a pre-investment transfer from Vietnam must still open the investment capital account and report the transfer to the State Bank of Vietnam, even though the project has not yet received its outward investment registration certificate. Any pre-investment transfer from Vietnam that exceeds the cap requires prior approval, which is rarely granted.
| Item | Cap for a pre-investment transfer from Vietnam |
|---|---|
| Percentage cap | 5% of registered outward investment capital |
| Absolute cap | USD 300,000 |
| Applicable rule | Whichever amount is lower |
Can a pre-investment transfer from Vietnam be refunded if the project is cancelled? Yes, but investors making a pre-investment transfer from Vietnam that is later cancelled must report the unused funds and repatriate them through the same investment capital account.
Does the cap apply per project or per investor? The cap on a pre-investment transfer from Vietnam applies per outward investment project, not per investor overall.
Planning a pre-investment transfer from Vietnam carefully at the outset avoids delays later, since the State Bank of Vietnam closely reviews how these early funds were used once the full outward investment registration is filed.
Sources: Articles 31 and 32 of Decree 103/2026/ND-CP. See also our guide to foreign-exchange control for outward investment from Vietnam. This article is general information, not transaction-specific legal advice.
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.
