Overseas investment is when an investor transfers investment capital from Vietnam abroad, using the profits obtained from this investment capital to carry out business investment activities abroad. Investors who wish to transfer capital for direct investment from Vietnam abroad for business must complete the procedures for obtaining an Overseas Investment Registration Certificate and registering foreign exchange transactions to transfer investment funds abroad.
1. Main forms of direct overseas investment
Investors carrying out direct overseas investment activities in the following forms must complete the procedures for obtaining an overseas investment registration certificate:
- Establishing a company branch abroad;
- Establishing a subsidiary company abroad;
- Implementing BCC contracts abroad;
- Acquiring a part or all of the charter capital of an economic organization abroad to participate in management and carry out business investment activities abroad;
2. Conditions for issuing an Overseas Investment Registration Certificate
- Overseas investment activities must comply with the Law on Investment of Vietnam 2020 and the laws of the host country.
- Overseas investment activities must not be in sectors or trades prohibited by the laws of the host country and by Vietnamese law.
- The investor must commit to self-arranging foreign currency or obtain a commitment from a licensed credit institution to arrange foreign currency for overseas investment activities; in cases where the foreign currency capital transferred abroad is equivalent to 20 billion VND or more and the project is not subject to the Prime Minister’s decision on overseas investment policy, the Ministry of Planning and Investment
- There must be a document from the tax authority confirming the investor’s fulfillment of tax obligations up to the time of submitting the investment project dossier.
3. Direct overseas investment procedure
Step 1: Prepare the overseas investment dossier
Investors need to prepare dossiers for overseas business projects in preparation for the procedure of obtaining an Overseas Investment Registration Certificate. Key information to prepare includes:
- Investment project name / Company name abroad;
- Information on the project location abroad;
- Business sectors abroad;
- Information on overseas partners;
- Information on overseas investment capital.
Investors should contact the overseas business registration authority / or an overseas lawyer / or contact LawFirm.Vn to learn about the procedures and prepare the business registration dossier abroad.
Step 2: Apply for an Overseas Investment Registration Certificate
The dossier for applying for an Overseas Investment Registration Certificate includes the following documents:
| No. | Document name | Requirement |
|---|---|---|
| 1. | Overseas investment registration document | Per form, original |
| 2. | Documents proving legal status – For individual investors: Copy of ID card, citizen identification card, or passport; – For institutional investors: Copy of Business Registration Certificate; Investment Registration Certificate (if any) | Certified copy |
| 3. | Documents proving the investor’s financial capacity: – Bank account balance confirmation – Financial statements for the last 02 years for institutional investors; | Certified copy |
| 4. | Commitment to self-balance foreign currency sources or a document from a licensed credit institution committing to arrange foreign currency for the investor; | Certified copy |
| 5. | Document from the tax authority confirming the investor’s fulfillment of tax obligations up to the time of submitting the investment project dossier | Certified copy |
| 6. | Decision on overseas investment; | Original |
| 7. | For overseas investment projects in banking, securities, insurance, science and technology, the investor submits a written approval from the competent state agency regarding meeting the conditions for overseas investment in accordance with the Law on Credit Institutions, the Law on Securities, the Law on Science and Technology, the Law on Insurance Business | Certified copy |
| 8. | Overseas business registration certificate (if any) | Certified copy |
| 9. | Power of attorney for Viet An Law Firm | Original |
Receiving and processing agency: Ministry of Planning and Investment.
Timeframe for Issuing Investment Registration Certificate:
- Within 03 working days from the date of receiving the investment project dossier, the Ministry of Planning and Investment sends the dossier for appraisal opinions from relevant state agencies.
- Within 15 days from the date of receiving the investment project dossier, the consulted agency provides appraisal opinions on matters within its management authority.
- If the foreign currency capital transferred abroad is equivalent to 20 billion VND or more, the Ministry of Planning and Investment seeks written opinions from the State Bank of Vietnam.
- For projects requiring the Government’s decision on investment policy, within 30 days from the date of receiving the investment project dossier, the Ministry of Planning and Investment organizes appraisal and prepares an appraisal report to submit to the Prime Minister.
- For projects requiring the National Assembly’s decision on investment policy: The Ministry of Planning and Investment reports to the Prime Minister to establish a State Appraisal Council (within 05 days). The State Appraisal Council organizes appraisal and prepares an appraisal report (within 90 days), and the Government sends the dossier for decision on overseas investment policy to the National Assembly’s appraisal committee (60 days before the opening of the National Assembly session).
Step 3: Register foreign exchange transactions related to overseas investment activities.
After being granted an Overseas Investment Registration Certificate and an overseas Business License, the investor registers foreign exchange transactions with the State Bank regarding the investor, investment capital, investment capital accounts opened at licensed credit institutions to carry out overseas investment activities, and the progress of transferring monetary investment capital abroad.
The dossier for registering foreign exchange transactions related to overseas investment activities includes:
- Application for registration of foreign exchange transactions related to overseas investment activities.
- Copy of the Overseas Investment Registration Certificate.
- Foreign language copy, Vietnamese translation of the approval document or Business License or document proving the right to operate investment in the host country.
- Original confirmation from a licensed credit institution regarding the opening of the investor’s investment capital account, clearly stating the account number and foreign currency type.
- Original confirmation from a licensed credit institution regarding the amount of money the investor transferred abroad before being granted the Overseas Investment Registration Certificate.
- Written explanation of the need to transfer investment capital abroad in Vietnamese Dong for cases where investment capital is transferred abroad in Vietnamese Dong.
Step 4: Transfer investment capital abroad
After registering foreign exchange transactions, the investor transfers investment capital abroad according to the registered project schedule.
In case of changes in the capital transfer schedule, it must be registered with the competent State Bank.
Step 5: Implement overseas investment reporting regime
After being granted an Overseas Investment Registration Certificate, the investor registers for an account to access the National Investment Information Portal to submit periodic reports as regulated.
