The new regulatory framework minimizes pre-approval administrative barriers for small-scale outbound investment projects, shifting focus toward online self-declaration and capital flow management supervised by the State Bank of Vietnam (SBV)
1. OIRC exemption & Automatic project code issuance
- Criteria simplification: Enterprises with total outward investment capital under VND 7 billion (including cash and lawful assets of the investor) operating in non-conditional outward investment business lines (excluding banking, insurance, securities, press, radio and television, real estate) DO NOT need to apply for an OIRC from the Ministry of Finance.
- Automatic code issuance: Although exempt from applying for an OIRC, the investor must still obtain an Automatic Dossier Declaration Code before registering foreign exchange transactions. The investor simply declares project details on the National Investment Information System (fdi.mof.gov.vn) to receive an Automatic Dossier Declaration Code (which serves simultaneously as the Project Code).
2. Pre-incorporation remittance rules & Foreign exchange management
- Pre-incorporation remittance: Investors are permitted to transfer funds, goods, machinery, or equipment abroad prior to registering foreign exchange transactions to pay for company establishment expenses. The maximum cap shall not exceed 5% of total registered investment capital and shall not exceed USD 300,000.
- Foreign exchange transaction registration: This is a mandatory step. The investor must complete foreign exchange transaction registration with the regional SBV branch where the investor’s head office is located before making main equity capital transfers or repatriating profits back to Vietnam.
3. Implementation roadmap
| Implementation step | Detailed work scope |
|---|---|
| 1. Project online declaration | Declare project details (capital/assets) on fdi.mof.gov.vn to obtain the Automatic Dossier Declaration Code. |
| 2. Offshore company incorporation | Complete corporate licensing procedures at the host jurisdiction. (Note: Notify the Ministry of Finance, the SBV, and the Vietnamese Representative Mission in the host country in writing within 60 days post-approval/licensing). |
| 3. Open outbound capital account | Open 01 Outbound Investment Capital Account at an authorized commercial bank in Vietnam. |
| 4. SBV Foreign exchange registration | Submit the foreign exchange transaction registration dossier to the regional SBV branch before the main equity capital transfer. |
| 5. Capital remittance | Remit equity capital from the outbound capital account to the offshore company's bank account according to the schedule registered with the SBV. |
| 5. Capital remittance | Remit equity capital from the outbound capital account to the offshore company's bank account according to the schedule registered with the SBV. |
Strategic actions
To streamline the consular legalization procedure under the Apostille Convention, enterprises need to follow these three following steps:
Review Business Line Conditions & Capital Scale:
Accurately determine total investment capital (including cash, new, and used machinery/assets) below VND 7 billion and ensure non-operation in conditional sectors to qualify for OIRC exemption.
Control Pre-Incorporation Remittance Limits
Budget preliminary offshore incorporation expenses to ensure they do not exceed 5% of total registered capital (and below USD 300,000), retaining full remittance receipts to offset against capital commitments during foreign exchange registration.
Strictly Comply with Schedule & Reporting Regimes
Complete foreign exchange registration with the SBV before main capital remittances and maintain timely periodic reporting updates on the National Investment Information System to avoid administrative penalties.
A LEAP FORWARD IN CROSS-BORDER INVESTMENT FOR SMALL-SCALE PROJECTS
Exempting OIRC requirements for projects under VND 7 billion not only alleviates administrative burdens but also empowers Vietnamese enterprises to proactively accelerate their international market entry.
