25-04-26 Việt Quang
Ministry of Finance replaces Ministry of Planning & Investment as licensing authority — Investment Certificate exempted for projects under VND 7 billion — Profit repatriation deadline extended to 12 months
On March 31, 2026, the Vietnamese Government issued Decree No. 103/2026/ND-CP on overseas investment, effective April 3, 2026, providing detailed guidance on the Law on Investment No. 143/2025/QH15. For the first time in Vietnam’s investment law history, the Ministry of Finance has been granted authority to issue Overseas Investment Registration Certificates — replacing the Ministry of Planning and Investment. A series of breakthrough reforms have been introduced: removal of foreign currency arrangement requirements, exemption from licensing for small projects, extended profit repatriation deadlines, and reduced reporting frequency — creating strong momentum for Vietnamese enterprises to expand into international markets.
The most significant change under Decree 103 is the transfer of administrative responsibility. The Ministry of Planning and Investment (now restructured) previously served as the central authority for overseas investment management. From April 3, 2026, the Ministry of Finance assumes full authority to issue, adjust, and terminate Overseas Investment Registration Certificates for projects with overseas investment capital of VND 7 billion or more.
For projects with overseas investment capital of VND 1,600 billion or more, or projects proposing special support mechanisms, the Ministry of Finance must report to the Prime Minister for approval before issuing the certificate. This process replaces the former requirement to consult the Ministry of Planning and Investment, reducing administrative layers and shortening processing times.
Notably, the Decree specifies that within 15 working days of receiving a complete and valid application, the Ministry of Finance must issue the certificate — the first time a processing deadline has been clearly codified, providing enterprises with a legal basis to monitor and track the licensing progress.
One of the most positively received reforms is the provision in Article 18 of Decree 103: overseas investment projects with capital under VND 7 billion that do not fall under conditional investment sectors need only complete foreign exchange transaction registration at a commercial bank — no Investment Registration Certificate from a state authority is required.
This opens significant opportunities for small and medium-sized enterprises (SMEs) seeking to test international markets with modest capital. Previously, even small projects required full licensing procedures — discouraging many first-time international investors. With Decree 103, the administrative barriers to entry have been substantially lowered.
For investors who must obtain a Registration Certificate, the Decree also limits the circumstances requiring certificate adjustment to: increases in overseas investment capital, or use of overseas profits to increase investment capital — significantly reducing procedural burdens during project implementation.
Under previous regulations, investors were required to submit a written commitment to self-arrange foreign currency or a credit institution’s commitment to arrange foreign currency for projects not subject to Prime Ministerial reporting. Decree 103 has completely abolished this requirement — freeing investors from the pressure of proving financial capacity at the registration stage.
In parallel, the deadline for repatriating profits and capital has been extended from 6 months to 12 months. More importantly, the calculation starting point has fundamentally changed: from “the date of the tax finalization report” to “the date the investor receives profit distribution.” This adjustment aligns with practical realities, as tax finalization reports in many countries are completed very late, causing investors to inadvertently violate repatriation obligations despite genuine compliance efforts.
An additional flexibility: investors may use their distributed profits to offset obligations arising overseas with partners operating in Vietnam, subject to prescribed conditions. This is a new cash flow management tool that helps optimize cross-border transaction costs for conglomerates with multinational structures.
Decree 103 implements the spirit of the Law on Investment 2025 by abolishing the requirement for National Assembly and Prime Ministerial policy approval for overseas investment for ordinary projects. Only exceptionally large projects (VND 1,600 billion or more) or projects proposing special support mechanisms require Prime Ministerial approval — and this is handled internally by the Ministry of Finance, not as a separate procedure for enterprises to undertake.
Regarding periodic reporting obligations, the Decree shifts from quarterly to semi-annual reporting. This simple change significantly saves time and resources for enterprises, particularly those with multiple investment projects across various countries. Reporting submission dates have also been adjusted to align with actual fiscal years.
Decree 103/2026/ND-CP takes effect as Vietnam’s outbound FDI shows strong growth: in the first three months of 2026, total registered investment capital reached over USD 15.2 billion, up 42.9% year-on-year. The simplification of procedures and consolidation of authority under the Ministry of Finance is expected to:
To maximize the benefits of the new legal framework, enterprises should note:
MT & Partners Law Firm, with a team of experienced attorneys specializing in investment, corporate, and international commercial law, is ready to assist enterprises with: advising on overseas investment roadmaps under Decree 103/2026/ND-CP; preparing and submitting applications for Overseas Investment Registration Certificates; reviewing contracts and managing cross-border legal risks. Contact our hotline 0987140772 or email info@mtpartners.vn for consultation.
(*) This article is for reference only and does not substitute specific legal advice. Legal information may change after the date of publication. Readers should consult a qualified attorney before making investment decisions.
Keywords: Decree 103/2026/ND-CP, overseas investment Vietnam 2026, Law on Investment 2025, overseas investment registration certificate, overseas investment procedures, Ministry of Finance investment licensing, exemption from investment certificate under 7 billion VND, profit repatriation 12 months, removal of foreign currency requirement, overseas investment legal advice Vietnam
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