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Cases Terminating the Validity of the Outbound Investment Registration Certificate

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Short answer: Under the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026), the Outbound Investment Registration Certificate (the certificate of offshore investment registration) terminates its validity in the cases prescribed by the Law and the Government’s decree on offshore investment guiding the Law. Note: Decree 96/2026/ND-CP does not govern offshore investment — it guides investment in Vietnam only. Do not apply Decree 96/2026/ND-CP or the expired Decree 31/2021/ND-CP to outbound investment procedures.

In what cases does the Outbound Investment Registration Certificate terminate its validity?

Under the Law on Investment 2025 and the Government’s decree on offshore investment guiding the Law, an offshore investment project terminates its operation — and the Outbound Investment Registration Certificate accordingly terminates its validity — in the following cases:

  • The investor decides to terminate the operation of the investment project;
  • The operation term of the investment project under the law of the host country expires;
  • According to the operation termination conditions specified in the contract or enterprise charter;
  • The investor transfers all overseas investment capital to a foreign investor;
  • After 24 months from the date of issuance of the Outbound Investment Registration Certificate (or of the foreign exchange transaction registration confirmation), the investor fails to implement or is unable to implement the investment project according to the schedule registered with the state management authority and does not complete adjustment procedures;
  • The overseas economic organization is dissolved or goes bankrupt under the law of the host country;
  • According to a court judgment or decision, or an arbitral award;
  • Other cases as prescribed by law.

Order and procedures for adjusting the Outbound Investment Registration Certificate for projects requiring Prime Minister approval

Note on competent authorities: under Article 42 of the Law on Investment 2025, the Ministry of Finance issues, adjusts and terminates the validity of Outbound Investment Registration Certificates. Following the 2025 restructuring and consolidation of the Government apparatus, the Ministry of Planning and Investment was merged into the Ministry of Finance; the Ministry of Labour – Invalids and Social Affairs was merged into the Ministry of Home Affairs. Therefore, in the order below, references to the “Ministry of Planning and Investment” in older documents mean the Ministry of Finance, and consultations on labor matters fall under the Ministry of Home Affairs.

For offshore investment projects of large scale or projects proposed to apply special support mechanisms, the Ministry of Finance reports to the Prime Minister for consideration and approval before issuing or adjusting the Outbound Investment Registration Certificate (Clause 2, Article 42 of the Law on Investment 2025). The implementation order is as follows:

  • The investor declares information on the dossier requesting adjustment of the Outbound Investment Registration Certificate on the National Investment Information System and submits the dossier to the Ministry of Finance (the receiving focal point);
  • The Ministry of Finance collects written opinions of the State Bank of Vietnam, the Ministry of Foreign Affairs, the Ministry of Home Affairs (for labor-related contents), the sectoral management ministry, and the provincial People’s Committee where the investor has its head office or permanent residence;
  • The Ministry of Finance organizes the appraisal, prepares an appraisal report, and submits it to the Prime Minister for consideration of approval of the adjustment of the offshore investment policy;
  • The Prime Minister approves the adjustment of the offshore investment policy;
  • The Ministry of Finance adjusts the Outbound Investment Registration Certificate and sends copies to relevant authorities.

Note: the detailed conditions, dossier composition, time limits and receiving focal points for offshore investment procedures are prescribed in the Government’s decree on offshore investment guiding the Law on Investment 2025 (Article 42, Clause 4 delegates this to the Government). Investors should check the current text of that decree before implementation; the procedures under the expired Decree 31/2021/ND-CP no longer apply.

ANT Legal helps review termination conditions, adjust the Outbound Investment Registration Certificate, prepare dossiers, determine the correct current competent authority, and represent clients before state authorities.

For prompt advice, please contact our lawyers at 0966.475.966.

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This article was reviewed by ANT Legal’s AI Legal Council under a 7-step internal process (cross-checked against current law — the Law on Investment 2025, effective 01/3/2026). This is not confirmation that a human lawyer has reviewed your specific case.

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