Regulations on dossiers to request invalidation of the Investment Registration Certificate under Vietnamese law

In what cases will the Outbound Investment Registration Certificate be invalidated? What dossier is required to request invalidation of the Investment Registration Certificate?

Note: Offshore (outbound) investment is governed directly by the Law on Investment 2025 (No. 143/2025/QH15, effective from 01/03/2026). Decree 96/2026/ND-CP guides investment in Vietnam only and does not apply to offshore investment. The expired Decree 31/2021/ND-CP no longer applies.

1. Does transferring investment capital abroad to a foreign investor invalidate the Investment Registration Certificate?

Yes. Under the Law on Investment 2025 and the Government’s decree on offshore investment guiding the Law, the Outbound Investment Registration Certificate terminates its validity in the following cases:

a) The investor decides to terminate the operation of the investment project;

b) The operation term of the investment project expires according to the law of the host country;

c) According to the operation termination conditions specified in the contract or enterprise charter;

d) The investor transfers all overseas investment capital to a foreign investor;

dd) 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;

e) The overseas economic organization is dissolved or goes bankrupt under the law of the host country;

g) According to a court judgment or decision, or an arbitral award.

2. What dossier is required to request invalidation of the Investment Registration Certificate, and to which authority is it submitted?

Under Article 42 of the Law on Investment 2025, the Ministry of Finance is the authority that issues, adjusts and terminates the validity of Outbound Investment Registration Certificates; the Government prescribes the detailed conditions, dossier, order and procedures (Clause 4, Article 42).

The dossier requesting termination of the validity of the Outbound Investment Registration Certificate is submitted to the Ministry of Finance and, under the Government’s decree on offshore investment guiding the Law on Investment 2025, typically includes:

a) A written request for termination of the validity of the Outbound Investment Registration Certificate;

b) Documents on the investor’s legal status;

c) A report on the implementation of the offshore investment project;

d) The original issued Outbound Investment Registration Certificates;

dd) The decision on termination of the offshore investment project;

e) Documents proving that the investor has completed the termination and liquidation of the project and transferred all money, assets, and proceeds from the termination and liquidation of the project back to Vietnam.

Note: the exact number of dossier sets, processing time limits and procedural details must be checked against the current Government decree on offshore investment guiding the Law on Investment 2025 before filing; the provisions of the expired Decree 31/2021/ND-CP no longer apply.

3. When the Investment Registration Certificate has been terminated but the investor still wants to continue implementing the investment project abroad, what should be done?

After the Outbound Investment Registration Certificate has been terminated, if the investor wishes to continue implementing the investment project abroad, the investor must carry out the procedures for issuance of a new Outbound Investment Registration Certificate under the Law on Investment 2025 and the Government’s decree on offshore investment guiding the Law. The investor should also comply with foreign exchange management regulations of the State Bank of Vietnam before transferring capital abroad again.

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.