26-04-26 Việt Quang
The VND 7 billion threshold lays the foundation for a flexible management mechanism — businesses gain more autonomy, paired with the responsibility to repatriate profits and report transparently.
On 31 March 2026, the Government officially issued Decree No. 103/2026/ND-CP regulating offshore investment, effective from 3 April 2026 and replacing Chapter VI of Decree 31/2021/ND-CP. At the same time, the Ministry of Finance issued Circular No. 38/2026/TT-BTC (effective 15 April 2026) prescribing forms of documents and reports. This pair of instruments marks a significant reform: establishing a VND 7 billion capital threshold for procedural classification, extending the time for repatriating profits, and simplifying periodic reporting — paving the way for Vietnamese capital to reach further.
The most notable reform under Decree 103/2026/ND-CP is the introduction of a VND 7 billion capital threshold to classify management procedures. Accordingly, offshore investment projects with capital below VND 7 billion that do not fall within the list of conditional offshore investment sectors are not required to obtain an Offshore Investment Registration Certificate (OIRC). Previously, every project — regardless of size — had to apply for a license, prolonging timelines and inflating costs. The new rule shifts strongly toward post-licensing supervision, enabling Vietnamese SMEs and tech start-ups to more easily test foreign markets through small initial investments.
Another notable change is the extension of the deadline for repatriating profits and other income. Under Decree 103/2026/ND-CP, investors must transfer all profits and other income from offshore investment activities back to Vietnam within 12 months from the date of profit distribution, instead of 06 months as previously required. The longer window helps businesses flexibly arrange cash flow and reinvest in early stages, while easing exchange-rate pressure. However, this “relaxation” is paired with strict requirements on reporting and full retention of remittance documentation — to avoid being treated as illegal foreign-currency transfers.
The periodic reporting regime on offshore investment activities has also been streamlined. Instead of quarterly and annual reports as before, investors now only need to submit reports every 06 months and annually. Reducing the number of reports per year saves significant compliance costs — particularly for large groups managing multiple projects — while easing the administrative burden on receiving authorities. In return, report quality must improve, with comprehensive data reconcilable with tax filings and the parent company’s domestic financial statements.
Alongside Decree 103/2026/ND-CP, the Ministry of Finance issued Circular 38/2026/TT-BTC (comprising 04 articles and 02 appendices) regulating the set of forms and reports for offshore investment procedures. Appendix I applies to investors (registration, adjustment, periodic reporting, project termination); Appendix II applies to State management agencies. The Circular took effect on 15 April 2026, replacing the corresponding contents of Circular 03/2021/TT-BKHDT and Circular 25/2023/TT-BKHDT. The transfer of authority over template issuance to the Ministry of Finance also reflects organisational changes in the offshore-investment management apparatus for the new period.
For Vietnamese businesses currently engaged in or planning offshore investment, Decree 103/2026/ND-CP and Circular 38/2026/TT-BTC produce three major impacts. First, they open the door for small enterprises to test ASEAN and Asia–Pacific markets via projects below VND 7 billion. Second, Vietnamese multinational groups gain more room to arrange cash flow thanks to the 12-month profit-repatriation deadline. Third, the investor community must promptly update their templates to avoid having dossiers returned. However, freedom comes with risk: businesses self-determining that they fall outside conditional sectors must exercise particular caution, as a wrong post-licensing assessment may lead to penalties and forced capital repatriation.
First, businesses should review their pipeline to identify which projects are below VND 7 billion and outside conditional sectors so as to seek confirmation of OIRC exemption. Second, draw up a 12-month profit-repatriation plan with full bank documentation, avoiding capital being “stuck” offshore. Third, immediately update document and report templates per Circular 38/2026/TT-BTC and register an account on the National Investment Information System to leverage e-reporting. Fourth, for projects in conditional sectors (banking, insurance, telecommunications, technology, real estate, press and the like), seek input from specialised authorities early to avoid procedural delays.
MT & Partners Law Firm, with a team of lawyers experienced in cross-border investment, M&A, and banking and foreign-exchange law, is ready to accompany clients in assessing OIRC obligations, preparing dossiers under Circular 38/2026/TT-BTC, planning lawful capital and profit transfers, and handling disputes that arise in host countries. Please contact our hotline +84 987 140 772 or email info@mtpartners.vn for timely, tailored advice.
(*) This article is for reference only and does not replace specific legal advice.
Decree 103/2026/ND-CP, offshore investment 2026, Circular 38/2026/TT-BTC, Offshore Investment Registration Certificate, OIRC, VND 7 billion threshold, profit repatriation to Vietnam, offshore investment reporting, Investment Law 2025, conditional offshore investment, cross-border M&A, Vietnamese outbound investors, MT & Partners, MT & Partners Law Firm, offshore investment legal advice.
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