Procedures for invalidation of outward investment registration certificate

Insights

Posted on: 24/03/2025

1. Termination of the certificate of registration of outward investment

Outward investment activities are the use of outward investment capital by an investor and the use of profits earned from this investment capital to carry out overseas business investment activities[1].

Laos is currently the country receiving the most investment from Vietnamese enterprises. In the photo is an investment project by a Vietnamese telecommunications company in Laos – Photo: Unitel website.

Upon termination of outward investment activities, Vietnamese investors must terminate the investment project and complete the liquidation of this project in accordance with the law of the country receiving the investment. After that, the investor transfers all the remaining revenues (if any) from the liquidation. In Vietnam, the investor must carry out the procedures for invalidationof the outward investment registration certificate at the agency that has issued this certificate[2].

However, it should be noted that the Certificate of Registration of Foreign Exports shall cease to be valid in one of the following cases:[3]

Voluntary termination

The investor decides to terminate the operation of the overseas investment project;
The investor transfers the entire overseas investment capital to the foreign investor.

Mandatory Termination

The operation duration of the investment project has expired in accordance withthe laws of the host country;
Termination of an overseas investment project under the conditions for termination of operation in the investor's contract or charter;
Past the time limit of 24 months from the date of issuance of the outward investment registration certificate, the investor fails to implement or is unable to implement the investment project according to the schedule registered with the management agency of NHa Nuoc and fails to carry out the procedures for adjusting the schedule of implementation of the investment project;
Overseas economic organizations that are dissolved or bankrupt in accordance with the law of the country receiving investment;
According to the Court's judgment or decision, the arbitral award.

Note:

In case of termination of an outward investment project due to the transfer of the entire overseas investment capital to the foreign investor, it must notify the State Bank of Vietnam before transferring the entire investment capital to another investor and terminating the overseas project[4].

2. Overview of procedures for invalidation of outward investment registration certificates

No	Category	Content
1	Agencies receiving and processing dossiers	Ministry of Finance[5]
2	How to apply	The investorshall submit a dossier for termination of the investment registration certificate in one of the following ways: Apply in person; or Submit throughthe postal service.
3	Components of the dossier	To submit 02 sets of dossiers of request for invalidation of the outward investment registration certificate (including 01 set of dossier, which must contain all the originals of the documents):[6] Written request for termination of the validity of the outward investment registration certificate (Form B.I.14 issued together with Circular 03/2021/TT-BKHDT, amended by Clause 2, Article 1 of Circular 25/2023/TT-BKHDT); The originals of the issued outward investment registration certificates; Decision on termination of overseas investment project; Documents proving that the investor has completed the termination and liquidation of the project and transferred all money, assets and revenues from the termination and liquidation of the project; Documents on the legal status of the investor.
4	Fees	There is no charge.
5	Result	Decision on termination of validity and collection of outward investment registration certificates[7].

3. Procedure for submission of dossiers

Phase 1: Liquidation of overseas investment projects

Phase 2: Termination of the outward investment registration certificate

Note: For projects subject to approval for outward investment guidelines, the investor shall terminate the investment project at the agency competent to approve the outward investment policy.

[1] Clause 13, Article 3 of the Law on Investment 2020

[2] Clause 2, Article 64 of the Law on Investment 2020, Clause4, Article 86 of Decree 31/2021/ND-CP.

[3] Clause 1, Article 64 of the Law on Investment 2020.

[4] Clause 5, Article 87 of Decree 31/2021/ND-CP.

[5] Point c, Clause 8, Article 2 of Decree 29/2025/ND-CP.

[6] Clause 1, Article 87 of Decree 31/2021/ND-CP.

[7] Clause 4, Article 87 of Decree 31/2021/ND-CP.