As Vietnamese enterprises increasingly seek opportunities to expand internationally, access new technologies, and participate in cross-border M&A transactions, the legal framework governing outbound investment is undergoing significant reforms aimed at providing greater flexibility and facilitating international business activities.

With the enactment of the Law on Investment 2025 and Decree No. 103/2026/ND-CP, Vietnam has introduced several important reforms to simplify investment procedures, diversify investment instruments, and create a more favorable environment for Vietnamese investors entering foreign markets. At the same time, the new regulatory framework strengthens transparency and accountability throughout the implementation and management of outbound investment projects.

These changes reflect a clear policy direction toward reducing unnecessary administrative procedures, facilitating investment activities, and enhancing regulatory oversight and compliance obligations throughout the lifecycle of outbound investment projects.

05 Notable changes for Outbound Investment from Vietnam

1. Narrowing the Scope of Investment policy approval requirements

One of the most significant changes is the reduction in the number of outbound investment projects subject to investment policy approval.

Compared to the previous framework, many outbound investment projects are no longer required to obtain investment policy approval prior to implementation. This enables investors to act more swiftly when pursuing investment opportunities, particularly in time-sensitive transactions such as Mergers and Acquisitions, strategic investments, and overseas business expansion.

The reduction of ex-ante administrative procedures is expected to shorten project preparation timelines and enhance the competitiveness of Vietnamese enterprises in international markets.

2. Exemption from Outbound Investment Registration Certificate for certain small-ccale projects

Decree No. 103/2026/ND-CP significantly simplifies procedures for small-scale outbound investment projects.

Under the new regulations, projects with outbound investment capital of less than VND 7 billion that do not fall within conditional outbound investment sectors are exempt from the requirement to obtain an Outbound Investment Registration Certificate.

In such cases, investors are only required to complete foreign exchange registration procedures and submit the necessary declarations in accordance with applicable regulations. This is considered one of the most important reforms for reducing compliance costs and facilitating access to international investment opportunities.

3. Formal recognition of equity swap transactions as an Investment method

Another noteworthy development is the formal recognition of outbound investment through equity swap transactions.

Under the new regulations, investors may use shares, contributed capital, overseas profits, or investment projects in Vietnam as consideration for acquiring shares, equity interests, or investment projects abroad through swap arrangements.

This provision establishes a legal basis for transaction structures that have long been widely used internationally, particularly in cross-border M&A transactions, corporate restructurings, and strategic investments.

From a practical perspective, equity swap mechanisms reduce the need for cash or foreign currency payments while providing greater flexibility during transaction negotiations and execution.

4. Expansion of eligible investors for outbound investment activities

Decree No. 103/2026/ND-CP further develops the legal framework by expanding the categories of entities eligible to conduct outbound investment activities.

In addition to enterprises, the new regulations allow other qualified entities to participate in overseas investment activities, subject to applicable legal requirements. This development is expected to promote capital market growth, diversify investment resources, and support the development of professional investment structures in line with international practices.

5. Strengthening post investment management

While simplifying investment entry procedures, the new regulations also strengthen oversight of outbound investment activities after project implementation.

The new framework places greater emphasis on capital remittance, capital recovery, profit repatriation, reporting obligations, and other compliance requirements applicable throughout the operation of an outbound investment project.

This reflects the Government’s new regulatory approach: facilitating outbound investment while ensuring transparency, effectiveness, and proper monitoring of capital flows invested abroad.

Impact on the market and key considerations for investors

The reforms introduced under the Law on Investment 2025 and Decree No. 103/2026/ND-CP are expected to create new momentum for Vietnamese enterprises pursuing international investment opportunities.

The reduction of administrative procedures will shorten project preparation timelines and enhance investors’ ability to capitalize on business opportunities abroad. Meanwhile, the introduction of equity swap mechanisms provides an additional legal tool for cross-border M&A transactions, enabling businesses to gain access to technology, assets, and new markets more efficiently.

Furthermore, expanding the range of eligible investors is expected to contribute to capital market development and mobilize additional resources for outbound investment activities. In the long term, these reforms are anticipated to support the internationalization of Vietnamese enterprises and strengthen their competitiveness in an increasingly integrated global economy.

Despite the substantial simplification of investment procedures, compliance remains critically important throughout project implementation. Investors should therefore pay particular attention to the following:

• Complying fully with foreign exchange control and capital remittance regulations;
• Fulfilling all statutory reporting obligations;
• Establishing capital recovery and profit repatriation plans from the project planning stage;
• Reviewing legal and regulatory requirements in the host jurisdiction; and
• Carefully evaluating transaction structures for cross-border M&A and equity swap transactions.

In many cases, a well-designed investment structure from the outset can significantly reduce legal, tax, and governance risks throughout the lifecycle of the investment project.

What support could CNC provide?

• Outbound Investment: Company Establishment, Investment Registration and Post-registration Services in relation to tax, accounting, labor, insurance, salary, and outsourced legal department;
• Operation Licenses: We could provide support in the application for operation licenses for business activities in fields such as manufacturing, commerce, services, e-commerce, healthcare, education, or food & beverage (restaurants);
• M&A Services: Conduct legal due diligence, structure transactions, draft and negotiate transaction documents, provide advice on competition law compliance (including merger control filings and related approvals), obtain necessary regulatory approvals and licenses, and provide post-closing support;
• Personal Data Protection: Provide support in compliance with the data protection regulations, including the drafting and reviewing of Data Protection Impact Assessment (DPIAs), Data Processing/Transfer Agreement, Privacy Policies, and other necessary documents under the Personal Data Protection Decree (PDPD);
• Dispute Resolution: Litigation and Commercial Arbitration (VIAC SIAC ICC); and
• Legal Retainer Services per the clients’ requests.

Please contact Mr. Chris Luong – Partner through the email address of chris.luong@cnccounsel.com or Ms. Ngan Nguyen – Partner through the email address of ngan.nguyen@cnccousel.com for prompt and timely support.

Managed by

Nguyen Thi Kim Ngan I Partner Phone: (84) 919 639 093 Email: ngan.nguyen@cnccounsel.com

Luong Van Chuong I Partner Phone: (84) 938 04 7969 Email: chris.luong@cnccounsel.com

Pham Thi Phuong | Associate Phone: (84) 28 6276 9900 Email: phuong.pham@cnccounsel.com

Contact Us

For further information, please contact:

CNC Vietnam Law Firm

Address: The Rise Building, 2A1 Nguyen Thi Minh Khai, Sai Gon Ward, Ho Chi Minh City, Vietnam

Phone: (84) 28-6276 9900

Hotline: (84) 916-545-618

Email: contact@cnccounsel.com

Website: cnccounsel

We would be delighted to welcome you at CNC’s office, where you’ll have the opportunity to consult with the lawyer best suited to your circumstances. Of course, if you are unable to meet in person, simply email us via contact@cnccounsel.com or call us via (+84-28) 6276 9900.

Copyright © CNC Counsel. All Rights Reserved.

Ownership: This document and the content contained herein (the “Document”) are proprietary materials exclusively owned by CNC Counsel. Use of this Document does not, by itself, create any contractual relationship or attorney-client relationship between CNC Counsel and any party.

Disclaimer: All materials contained in this Document are provided for informational purposes only and may not reflect the most current legal developments. Summaries of laws, regulations, and practices are subject to change. This Document does not constitute legal, professional, or other advice with respect to any specific matter.

It is not intended to replace reference to (and compliance with) the detailed provisions of any applicable laws, rules, regulations, or official forms. Readers are strongly encouraged to seek legal advice before taking, or refraining from taking, any action based on the information contained in this Document.

CNC Counsel, its editors, and authors make no representations or warranties as to the accuracy or completeness of the information contained herein and disclaim any liability to any person or entity with respect to any actions taken or omitted based on all or any part of this Document. This Document may contain links to external websites, and external websites may contain links to this Document.

CNC Counsel is not responsible for the content, accuracy, availability, or operation of any such external websites and disclaims all liability arising from or related to the content or operation of any external websites.

Notice: Prior results do not guarantee a similar outcome. Every matter is unique and must be assessed based on its own specific facts and circumstances

—————————————–