Vietnam Outbound Investment: New Lending Rules from August 2026

Most coverage of Vietnamese companies expanding abroad focuses on the destination — why Singapore, why Indonesia, why the United States. That is the easier half of the question. The harder half sits at home, in the Vietnamese approval and foreign exchange regime that determines whether capital can legally leave the country at all, on what timeline, and through which account.

Companies that treat this as paperwork to be handled after the commercial decision usually discover the sequencing problem late: the Singapore entity is incorporated, the lease is signed, the first invoices are due, and the funds cannot be remitted because the outward investment registration certificate has not been issued.

This article sets out how Vietnam outbound investment is actually approved and funded, including the lending restriction that took effect in August 2026.

What changed in August 2026

Effective 18 August 2026, Circular No. 32/2026/TT-NHNN caps the aggregate lending by Vietnamese credit institutions to a single outward investor at 70 per cent of that investor's outward investment capital. The cap applies across all participating lenders, not per bank.

The practical consequence is a funding floor. At least 30 per cent of the registered outward investment capital has to come from the company's own resources rather than domestic bank debt. For a project registered at VND 100 billion, that is VND 30 billion of equity or retained earnings that must be identified and evidenced before the structure is finalised.

Companies part-way through planning should revisit their funding model now rather than at drawdown. A structure that assumed 80 or 90 per cent domestic bank financing no longer clears, and reworking it after the registration certificate has been issued means amending the registered capital figure — which is a further filing, not an internal adjustment.

Who approves a Vietnam outbound investment project

Not every project follows the same route. The approval authority depends on the size of the outward capital and the sector involved.

Outward investment capital	Sector	Approving authority
From VND 20,000 billion	Any	National Assembly in-principle approval
From VND 400 billion	Banking, insurance, securities, press, broadcasting, telecommunications	Prime Minister in-principle approval
From VND 800 billion	All other sectors	Prime Minister in-principle approval
Below the above thresholds	Non-prohibited sectors	Registration only, no in-principle approval

Thresholds are set by the Law on Investment 2020. Confirm current figures and the responsible authority before filing, as Vietnam's investment administration has been reorganised.

For the large majority of privately held Vietnamese companies setting up a regional office or holding entity, the project falls into the bottom row: registration, without in-principle approval. That is the fast path, and it is worth structuring the initial phase to stay inside it where the commercial plan allows.

Certain sectors are closed to outward investment entirely, and a further group — banking, insurance, securities, real estate and others — is conditional, requiring sector-regulator approval in addition to the investment registration. Confirm sector treatment before anything else, because it determines whether the rest of the timeline is realistic.

The sequence that actually works

The single most common error in Vietnam outbound investment is running the Vietnamese and foreign steps in parallel on the assumption that they are independent. They are not. The order below reflects the dependencies.

Step	Where	What it produces
1. Confirm sector eligibility and capital threshold	Vietnam	Clarity on whether in-principle approval is needed
2. Prepare the investment dossier and capital source evidence	Vietnam	Financial statements, bank confirmations, corporate resolutions
3. Obtain the Outward Investment Registration Certificate (OIRC)	Ministry of Finance	Legal authority to invest abroad
4. Open the outward investment capital account	Licensed bank in Vietnam	The only lawful channel for transferring capital
5. Register the account and remittance schedule	State Bank of Vietnam	Foreign exchange clearance
6. Incorporate the foreign entity	Destination country	Local company registration
7. Remit capital and file periodic reports	Vietnam	Ongoing compliance record

Two points inside that sequence cause most of the delay.

The first is capital source evidence at step two. The authorities want to see where the money comes from, and audited financial statements that show insufficient retained earnings will stall the file regardless of how strong the commercial case is. Under the new lending cap this evidence matters more, because the 30 per cent that cannot be borrowed domestically has to be visibly available.

The second is the investment capital account at step four. Every outward remittance must pass through a single dedicated account opened at a licensed credit institution in Vietnam. Transferring funds through a director's personal account, an existing operating account, or an offshore facility is a foreign exchange breach, and it is the kind of breach that surfaces years later during a tax inspection when profits are repatriated and the inbound flow does not reconcile to any registered outbound flow.

Limited pre-investment expenditure — market research, incorporation costs, deposits — can be remitted before the certificate is issued, but it is capped and must later be accounted for within the registered capital. Treat it as an advance against the project, not as a separate spending line.

Ongoing obligations after the entity is running

The compliance burden does not end when the foreign company opens its doors.

Vietnamese investors must report periodically on the deployment of capital and the status of the project. Profits earned abroad have to be repatriated to Vietnam within a defined period after the foreign entity's tax finalisation, with a single extension available on application. Profits legitimately retained abroad for reinvestment can be, but that reinvestment is itself a registrable event rather than a matter of internal discretion.

Two further exposures are worth naming, because they sit outside the investment file and are frequently missed.

Related-party transactions between the Vietnamese parent and the foreign subsidiary fall within Vietnam's transfer pricing regime under Decree 132/2020/ND-CP. Management fees, intercompany loans, royalty arrangements and shared service charges all require documentation and arm's-length support. A regional headquarters that charges its Vietnamese parent for services is a textbook transfer pricing file.

Economic substance in the destination country determines whether treaty benefits are actually available. A Singapore entity with no premises, no local staff and no decisions taken locally may be denied benefits under the Vietnam-Singapore double taxation agreement, which removes much of the reason for the structure in the first place.

Why Singapore remains the default destination — and when it should not be

Singapore's appeal is well documented: a 17 per cent headline corporate income tax rate, no general capital gains tax, an extensive treaty network including an active agreement with Vietnam, deep access to regional banking and investors, and a strong intellectual property framework. Proximity helps too — under two hours from Ho Chi Minh City, which makes a genuinely resident management team practical rather than theoretical.

The structure that tends to work for Vietnamese manufacturers and technology companies is functional separation rather than relocation. Production, engineering and development stay in Vietnam. Regional management, treasury, investor relations and intellectual property holding sit in Singapore. Vietnam keeps its cost base and workforce; Singapore provides the financial and contracting interface with the region.

Where this goes wrong is when the Singapore entity exists only on paper to capture a tax rate. Substance requirements, transfer pricing documentation and the running cost of a compliant Singapore company — corporate secretary, resident director, audit where thresholds are met — mean a shell structure generally costs more than it saves. If the company has no regional function to genuinely locate there, the honest answer is that it does not yet need the entity.

Singapore remains a common destination for Vietnamese companies expanding their regional operations.

How Vinex supports outbound expansion

Vietnam outbound investment sits across three disciplines that rarely sit in the same team: Vietnamese investment and foreign exchange law, destination-country incorporation, and the tax structuring that connects them. Vinex advises Vietnamese enterprises on company establishment, corporate legal matters, accounting and taxation, and works with clients through the outward investment registration process, the capital account arrangements, and the ongoing reporting obligations that follow.

Contact Vinex to discuss your expansion plan before the structure is fixed. The sequencing decisions made in the first month are the ones that are expensive to reverse.

What is the new 70% cap on lending for outward investment? 

Under Circular 32/2026/TT-NHNN, effective 18 August 2026, total lending by Vietnamese credit institutions to an outward investor may not exceed 70 per cent of that investor's outward investment capital. The limit applies in aggregate across all lenders, so at least 30 per cent must come from other sources.

Does every outward investment project need Prime Minister approval?

No. In-principle approval is required only above defined capital thresholds or in specified sectors such as banking, insurance, securities and telecommunications. Most small and mid-sized projects proceed by registration alone.

Can capital be transferred abroad before the registration certificate is issued?

Only limited pre-investment expenses may be remitted in advance, subject to a cap, and these amounts are counted within the registered outward investment capital. Substantive capital transfers require the certificate first.