Decree 103 Eliminates Key Bureaucratic Barriers and Reshapes Outbound Capital Rules
On 31 March 2026, the Government of Vietnam issued Decree No. 103/2026/ND-CP (“Decree 103”) guiding offshore investment activities. Effective immediately upon its April 3 rollout, the new decree replaces Chapter VI of Decree No. 31/2021/ND-CP.
This legislation marks a significant liberalization of Vietnam’s outbound capital flow regulations, providing critical clarity to the Investment Law 2025. By removing heavily bureaucratic approval layers, the government is facilitating smoother international expansion for domestic enterprises and foreign-invested companies in Vietnam.
Key Developments
1. Abolition of Investment Policy Approval
The Investment Law 2025 and Decree 103 eliminate the requirement for offshore investment policy approvals by the National Assembly and the Prime Minister. Investors can now proceed directly to the Ministry of Finance to apply for an Outbound Investment Registration Certificate (“OIRC”).
While formal policy approval is abolished, state oversight remains for mega-projects. For projects with capital of VND 1,600 billion or more, or those seeking special support mechanisms, the Ministry of Finance must still report the project to the Prime Minister for review prior to issuing the OIRC.
2. OIRC Exemptions for Projects Under VND 7 Billion
In a major administrative breakthrough, Decree 103 establishes a capital threshold that exempts smaller projects from the OIRC requirement entirely.
• The Exemption: Projects with outward investment capital under VND 7 billion (approximately USD 265,000) no longer require an OIRC.
• The Exceptions: The exemption does not apply to conditional sectors. Investments in banking, insurance, securities, press, radio, television, and real estate still require an OIRC regardless of capital size.
• Compliance Requirement: Exempted investors must still declare their project information on the National Investment Information System. This generates an automated dossier code, which is a mandatory prerequisite for registering foreign exchange transactions with the State Bank of Vietnam.
3. Cross-Border Stock Swaps Formalized
Decree 103 officially permits investors to use shares, capital contributions, and retained profits to execute cross-border stock swaps or pay for participation in foreign projects. These transactions must adhere strictly to market-based pricing principles and comply with stringent tax, anti-transfer pricing, and anti-money laundering regulations.
Crucially, investors must complete the required foreign investment procedures before executing the swap.
4. Pre-OIRC Capital Transfers
To facilitate early-stage project development, the decree explicitly allows investors to transfer capital abroad before obtaining the OIRC. These pre-approval transfers are restricted to project preparation activities, such as market research, feasibility studies, contract negotiations, and asset leasing.
This clarification resolves longstanding uncertainty regarding preparatory overseas expenditures and provides investors with significantly greater flexibility during the initial stages of international expansion.
Strategic Impact
Decree 103 represents one of the most important modernizations of Vietnam’s outbound investment framework in recent years. By simplifying licensing procedures, reducing political approval layers, and introducing practical flexibility for international transactions, Vietnam is sending a strong signal that it supports the global expansion ambitions of both domestic and foreign-invested enterprises operating in the country.
The reform also reflects Vietnam’s broader policy objective of integrating more deeply into global capital markets while maintaining targeted oversight for strategically sensitive sectors and large-scale projects.
For investors, the new framework is expected to reduce transaction timelines, lower administrative burdens, and improve legal certainty for cross-border investment activities.
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Please do not hesitate to contact Dr. Oliver Massmann under omassmann@duanemorris.com if you have any questions or want to know more details on the above. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.