Procedure for registering foreign exchange transactions related to outward investment activities

In the context of deepening international economic integration, outward investment activities by Vietnamese investors are expanding rapidly in both volume and scale. However, in order to conduct capital transfer transactions in service of such investments, investors must comply with the laws on foreign exchange management, particularly the procedure for registering foreign exchange transactions with the State Bank of Vietnam. This is not only a legal obligation but also a risk management tool for investors undertaking projects abroad. The following article sets out the conditions, required documents, and procedure for carrying out this registration. 

1. Conditions for registering foreign exchange transactions related to outward investment activities 

Investors shall carry out the foreign exchange transaction registration procedure to obtain a written confirmation of registration from the State Bank of Vietnam upon satisfaction of the following conditions: 

• The investor has been granted a valid Outward Investment Registration Certificate by the Ministry of Finance; 

• The investment activity has been approved or licensed by the competent authority of the host country, or the investor has obtained documents evidencing its lawful right to conduct investment activities in accordance with the host country’s laws; and 

• The investor has opened an investment capital account at a commercial bank prior to transferring investment capital abroad. 

2. Procedure for registering foreign exchange transactions related to outward investment 

The registration procedure for foreign exchange transactions for investors who are not credit institutions shall proceed as follows: 

Step 1. The investor prepares and submits one (01) application dossier. Submission may be carried out through either of the following methods: 

1. Online via the National Public Service Portal or the State Bank of Vietnam Public Service Portal; or 
2. In person (or by post) at the One-Stop Service Division of the State Bank of Vietnam branch in the province/city where the investor is headquartered or resides (if the investor is an individual). 

The application dossier shall include: 

• An application for registration of foreign exchange transactions related to outward investment; 

• A copy of the Outward Investment Registration Certificate issued by the Ministry of Finance; 

• A foreign-language copy and its Vietnamese translation (with certification by the investor as to the accuracy of the copy and translation) of the investment approval/license or documentation proving lawful investment rights in the host country; 

• The original confirmation from the commercial bank regarding the opening of the investment capital account, specifying the account number and currency; 

• The original confirmation from the commercial bank of the amount transferred abroad prior to issuance of the Outward Investment Registration Certificate to cover expenses for establishing the investment project (if applicable); 

• A written explanation of the demand for outbound capital transfer in Vietnamese Dong, in case the investor transfers capital in VND. 

Step 2: Within five (05) working days from receipt of the dossier, the State Bank of Vietnam shall issue a written request for supplementation if the dossier is incomplete or invalid. 

Step 3: Within ten (10) working days from receipt of a complete and valid dossier, the State Bank of Vietnam shall either confirm or refuse to confirm the registration in writing (hard copy or electronic). In case of refusal, the State Bank of Vietnam must provide a written notice stating the reasons. 

Once the confirmation is issued, the investor is permitted to transfer investment capital abroad in accordance with the schedule stated in the confirmation via the investment capital account. Any foreign currency already transferred abroad prior to issuance of the Outward Investment Registration Certificate (if any) will be recorded in the confirmation. 

3. Some considerations for transferring outbound investment capital 

First, regarding capital transfers made prior to obtaining investment permits: 

As a rule, capital should only be transferred abroad after the investor has been issued an Outward Investment Registration Certificate and confirmation of foreign exchange transaction registration. Nevertheless, the law permits investors, in specific cases, to transfer foreign currency, goods, or equipment abroad beforehand. Such transfers must be for the purpose of forming the investment project, including: 

• Market research and investment opportunity assessment; 

• On-site surveys; 

• Document research; 

• Collecting and acquiring project-related data; 

• Consolidating, evaluating, appraising the project, including hiring consultants; 

• Organizing seminars and scientific conferences; 

• Establishing and operating overseas liaison offices in relation to the project; 

• Participating in international tenders, including deposits, guarantees, and other financial security measures; 

• Engaging in M&A activities, including deposits, guarantees, and payment of costs and fees as required by the seller or by law; 

• Contract negotiations; 

• Purchasing or leasing assets in support of the project formation. 

However, note that the total amount of foreign currency transferred prior to issuance of the Outward Investment Registration Certificate must not exceed 5% of the total investment capital and must not exceed USD 300,000, unless otherwise provided by the Government. These pre-permit transfers are counted toward the total outbound investment capital. 

Second, regarding changes to information in the SBV’s confirmation: 

Investors must register any changes to foreign exchange transactions with the State Bank of Vietnam if such changes alter the contents of the previously issued confirmation, including: 

• Change in investor, investor’s name, or address (if such change affects the competent authority for foreign exchange registration); 

• Change of investment capital account to a different currency or at a different bank; 

• Increase or decrease in monetary investment capital (excluding reinvestment using profits as stipulated in Article 19.1 of Circular No. 12/2016/TT-NHNN); 

• Change in capital transfer schedule if the amount transferred in a given period exceeds the confirmed schedule. 

In cases such as changes to the investor’s address (that do not affect jurisdiction), project name, or account number (not involving a different currency or bank), only a written notification to the State Bank of Vietnam and the licensed credit institution is required, rather than a formal registration procedure. 

The registration of foreign exchange transactions constitutes a mandatory and foundational step in implementing outward investment activities by Vietnamese investors. Proper compliance with these regulations ensures not only legal conformity but also safeguards the investor’s rights throughout the capital transfer, operation, and management phases of the overseas investment project. 

Related articles:

1/ Short-Term Borrowing from Foreign Parent Companies: Legal Opportunities and Challenges for Vietnamese Enterprises

2/ Outbound investment activities of foreign-invested enterprises in Vietnam

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