Learn about the conditions for obtaining an Offshore Investment Registration Certificate under the 2025 Law on Investment and Decree No. 103/2026/ND-CP, including licensing authority and exemptions from certification procedures.
1. What Is Offshore Investment? What Is an Offshore Investment Decision?
Pursuant to Clause 13, Article 3 of the 2025 Law on Investment, offshore investment is defined as follows:
“Offshore investment refers to an investor’s transfer of investment capital from Vietnam to a foreign country or the use of profits generated from such investment capital to conduct business investment activities overseas.”
Currently, there is no specific legal definition of an offshore investment decision. However, based on Article 14 of Decree No. 103/2026/ND-CP, an offshore investment decision may be understood as an internal legal document issued by the investor or the investor’s competent authority, expressing the decision to implement an offshore investment project.
This decision is also one of the mandatory conditions for obtaining an Offshore Investment Registration Certificate.
2. Conditions for Offshore Investment
Pursuant to Article 15 of Decree No. 103/2026/ND-CP, offshore investment must satisfy the following conditions:
- The offshore investment activity must comply with the principles prescribed in Article 38 of the Law on Investment.
- The investment must not involve any business lines prohibited for offshore investment and must satisfy the applicable conditions for business lines subject to conditional offshore investment.
- The investor must have an offshore investment decision in accordance with Article 14 of Decree No. 103/2026/ND-CP.
- The investor must obtain a document issued by the tax authority confirming the fulfillment of tax obligations. The confirmation must have been issued no more than three months before the date of submission of the investment project dossier.
3. Additional Conditions for Economic Organizations in Which Foreign Investors Hold More Than 50% of the Charter Capital
Pursuant to Clause 5, Article 15 of Decree No. 103/2026/ND-CP, in addition to the conditions specified in Section 2 above, economic organizations in which foreign investors hold more than 50% of the charter capital must satisfy the following additional requirements:
- Use equity capital for offshore investment, excluding capital contributions allocated to investment activities in Vietnam.
- Have recorded profits in the two consecutive financial years immediately preceding the year of offshore investment registration, as determined based on audited financial statements, where applicable.
- Where additional capital contributions are used for offshore investment, the investor must first complete the procedures for obtaining an Offshore Investment Registration Certificate under this Decree. Subsequently, the investor must complete the procedures for increasing capital and fully contributing the charter capital in Vietnam before transferring investment capital overseas.
Accordingly, offshore investment is generally subject to four conditions. However, economic organizations in which foreign investors hold more than 50% of the charter capital must also satisfy the additional requirements outlined above.
4. Authority to Issue, Amend, and Terminate the Validity of Offshore Investment Registration Certificates
The Ministry of Finance is responsible for issuing, amending, and terminating the validity of Offshore Investment Registration Certificates for the following projects:
- Projects with offshore investment capital of VND 7 billion or more.
- Projects involving business lines subject to conditional offshore investment as prescribed in Clause 1, Article 41 of the Law on Investment, except for projects exempt from the procedures for obtaining an Offshore Investment Registration Certificate.
For projects with offshore investment capital of VND 1,600 billion or more, or projects proposing the application of special support mechanisms and policies, the Ministry of Finance must report to the Prime Minister for approval before issuing or amending the Offshore Investment Registration Certificate.
For projects previously approved by the Prime Minister, subsequent project adjustments do not require the Prime Minister’s further consideration and approval in the following cases:
- Changing the investment location within the same host country or territory.
- Increasing offshore investment capital for the first time by no more than 10% of the previously approved total offshore investment capital, provided that the project’s principal objectives remain unchanged.
- Reinvesting profits generated from the offshore investment project into the same project in accordance with applicable laws.
- Reducing offshore investment capital to repatriate capital to Vietnam.
- Making other adjustments that do not change the project’s principal objectives or scale, or that do not involve a proposal to apply special support mechanisms and policies.
5. Projects Exempt from the Procedures for Obtaining an Offshore Investment Registration Certificate
Investors are required to complete foreign exchange transaction registration procedures in accordance with foreign exchange management laws but are not required to obtain an Offshore Investment Registration Certificate for projects falling under any of the following categories:
- Projects with offshore investment capital of less than VND 7 billion that do not involve business lines subject to conditional offshore investment.
- National defense and security-related projects implemented under agreements between the Government of Vietnam and a foreign government.
- Projects undertaken by state-owned corporations and general corporations included in the list prescribed by the Government.
- Projects undertaken by large enterprises that are not subject to reporting to the Prime Minister, provided that all the following conditions are satisfied:
- The enterprise qualifies as a large enterprise by meeting at least two of the following three criteria:
- An average annual number of employees participating in social insurance of more than 200.
- Annual revenue exceeding VND 300 billion.
- Total assets exceeding VND 100 billion.
- The enterprise uses only its own foreign currency funds and does not use borrowed capital.
- The enterprise has recorded profits in the two consecutive years preceding the year of investment.
- The enterprise has completed at least two offshore investment projects that generated profits repatriated to Vietnam.
- The enterprise qualifies as a large enterprise by meeting at least two of the following three criteria:
Under the 2025 Law on Investment and Decree No. 103/2026/ND-CP, investors must determine whether their projects are subject to the procedures for obtaining an Offshore Investment Registration Certificate. Where such a certificate is required, investors must satisfy all applicable conditions and identify the competent licensing authority based on the project’s investment capital and other relevant criteria.
Understanding these regulations enables investors to prepare complete application dossiers, comply with the applicable procedures, and minimize legal risks when implementing offshore investment projects.
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