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DECREE
PROVIDING GUIDELINES FOR
IMPLEMENTATION OF A NUMBER OF ARTICLES OF
LAW ON INVESTMENT
The Government
- Pursuant to the Law on Organization of the Government dated 25 December 2001;
- Pursuant to the Law on Investment dated 29 November 2005;
- Having considered the proposal of the Minister of Planning and Investment;
Decrees:
CHAPTER I
General Provisions
Article 1 Governing scope and applicable entities
1. Governing scope:
(a) This Decree provides guidelines for implementation of a number of articles of the
Law on Investment dated 29 November 2005 in relation to investment activities for
business purposes; rights and obligations of investors; guarantees for lawful rights
and interests of investors; encouragement and investment incentives; and State
administration of investment in Vietnam;
(b) The Government shall provide separate regulations on offshore investment; and on
investment activities in the form of build-operate-transfer contract, build-transfer operate
contract and build-transfer contract;
(c) Indirect investment activities in the form of purchase of shareholding, shares,
bonds and other valuable papers; and investment in securities and investment
through other intermediary financial institutions without direct participation of
investors in management and administration of an economic organization shall
be implemented in accordance with the law on securities and other relevant laws;
(d) Any special investment activities stipulated in a specialized branch law shall be
subject to the provisions of such law.
2. The applicable entities of this Decree comprise the investors stipulated in article 4.3 of the
Law on Investment and organizations and individuals related to investment activities.
Article 2 Interpretation of terms
In this Decree, the following terms shall be construed as follows:
1. Invested capital means Vietnamese dong, freely convertible foreign currency and other
lawful assets for implementation of investment activities in the form of either direct or
indirect investment. Lawful assets shall include:
(a) Shareholding, shares and other valuable papers;
(b) Bonds, debts and other forms of borrowing;
(c) Contractual rights comprising rights pursuant to turn-key contracts, construction
contracts, management contracts, and product or revenue sharing contracts;
(d) Rights to recover debts and contractual rights with economic value;
(dd) Technology and intellectual property rights including trademarks, industrial designs,
inventions, trade names, origin or appellation of origin of goods;
(e) Confessional rights including rights pertaining to exploration and mining of natural
resources;
(g) Real property; rights with respect to real property including the right to lease out, to
assign, to mortgage and to provide guarantees;
(h) Items of revenue derived from investment activities and including profits and
interest on shareholding, dividends, royalties and all types of fees;
(i) Assets and rights with other economic value in accordance with law and
international treaties of which Vietnam is a member.
2. New investment projects means projects which are implemented for the first time or new
investment projects which are independent from the project currently operating.
3. Investment project for expansion of scale means an investment project for the
development of a project currently being implemented for the purpose of expansion of
scale, increased output capacity or business capability, renovation of technology,
improved product quality or reduced environmental pollution.
4. Foreign investor investing in Vietnam for the first time means a foreign investor who for
the first time has an investment project in Vietnam.
Article 3 Application of investment laws, international treaties, foreign laws and
international
investment custom
1. The application of investment laws, international treaties, foreign laws and international
investment custom shall be as stipulated in article 5 of the Law on Investment.
2. In cases where the law of Vietnam issued after Vietnam became a member of an
international treaty contains provisions which are more favorable
than such international treaty, investors shall be entitled to choose the application of the international treaty or
the law of Vietnam.
Article 4 Language to be used
The files of an investment project and official correspondence with the State bodies of
Vietnam
shall be prepared in Vietnamese in the case of domestic investment projects; and in
the case of
projects with foreign invested capital, they shall be prepared in Vietnamese or in
Vietnamese
and a commonly used foreign language. If there is any difference between the
Vietnamese
language version of a document and the foreign language version, the
Vietnamese version shall
be applied.
CHAPTER II
Forms of Investment
Article 5 Forms of investment
Investors shall carry out investment activities in Vietnam in the forms of investment
stipulated in articles 21 to 26 inclusive of the Law on Investment and the provisions of this Decree.
Article 6 Establishment of economic organizations and implementation of investment
projects
1. Domestic investors with an investment project associated with the establishment of an
economic organization shall carry out procedures for business registration in accordance
with the Law on Enterprises and relevant laws and shall carry out investment procedures
in accordance with the Law on Investment and this Decree.
2. Foreign investors investing in Vietnam for the first time must have an investment project
and shall conduct investment procedures in order to be issued with an Investment
Certificate in accordance with the Law on Investment and this Decree. The Investment
Certificate shall act concurrently as the business registration certificate.
3. With respect to foreign investors issued with an Investment Certificate in Vietnam:
(a) If they have a new investment project but do not establish a new legal entity, they
shall conduct investment procedures in order to be issued with an Investment
Certificate in accordance with the provisions of the Law on Investment and this
Decree;
(b) If they have a new investment project associated with the establishment of a new
legal entity, they shall conduct investment procedures in accordance with the
provisions in clause 2 of this article.
Article 7 Establishment of economic organizations with one hundred (100) percent capital
of investors
1. Domestic investors and foreign investors shall invest in the form of one hundred (100) percent of their own capital to establish a limited liability company, shareholding company,
partnership or private enterprise in accordance with the provisions of the Law on
Enterprises and relevant laws.
2. Enterprises with one hundred (100) per cent foreign owned capital which have already
been established in Vietnam shall be permitted to co-operate with each other or with
foreign investors in order to establish a new enterprise with one hundred (100) percent
foreign invested capital.
3. An enterprise with one hundred (100) per cent foreign owned capital shall be a legal
entity in accordance with the law of Vietnam and shall be established and operate as from
the date of issuance of the Investment Certificate.
Article 8 Establishment of joint venture economic organizations between domestic investors
and foreign investors
1. Foreign investors shall be permitted to have a joint venture with domestic investors in
order to establish a limited liability company with two or more members, a shareholding
company or a partnership in accordance with the provisions of the Law on Enterprises
and relevant laws.
2. An enterprise established pursuant to the provisions in clause 1 of this article shall be
permitted to have a joint venture with domestic investors and foreign investors in order to
establish a new economic organization in accordance with the provisions of the Law on
Enterprises.
3. An enterprise carrying out investment in the form of a joint venture shall be a legal entity
in accordance with the law of Vietnam and shall be established and operate as from the
date of issuance of the Investment Certificate.
Article 9 Investment in the form of a business co-operation contract
1. In the case of investment in the form of a business co-operation contract signed between
one or more foreign investors with one or more domestic investors (hereinafter referred to
as the co-operating parties), the business co-operation contract must stipulate the
interests and responsibilities of, and the sharing of business results as between each
investor.
2. A business co-operation contract in the sector of prospecting, exploration for and mining
petroleum and a number of other natural resources in the form of a product sharing
contract shall be performed in accordance with relevant laws and the Law on Investment.
3. A business co-operation contract signed between domestic investors to conduct
investment and business shall be in accordance with the law on economic contracts and
relevant laws.
4. During the process of business, the co-operating parties may agree to establish a
coordination board to perform the business co-operation contract. The functions, duties and
powers of the co-ordination board shall be as agreed by the co-operating parties. The
coordination board shall not be the leadership body of the co-operating parties.
5. The foreign co-operating party shall be permitted to establish an operating office in
Vietnam to act as its representative during the performance of the business co-operation
contract.
The operating office of a foreign co-operating party shall have a seal, may open bank
accounts, recruit employees, sign contracts and conduct all business activities within the
scope of the rights and obligations stipulated in the Investment Certificate and business
co-operation contract.
Article 10 Investment in the form of capital contribution, purchase of shareholding, merger
and acquisition of enterprises
1. An investor shall have the right to contribute capital, purchase shareholding, and to
merge and acquire an enterprise in order to participate in management of investment
activities in accordance with the provisions of the Law on Enterprises and relevant laws.
The merged and acquired enterprise shall assume the rights and obligations of the
merging and acquiring enterprise, unless otherwise agreed by the parties.
2. When an investor contributes capital, purchases shareholding, merges or acquires an
enterprise in Vietnam, such investor must implement the provisions in international
treaties of which Vietnam is a member on ratio of capital contribution, forms of investment
and schedule for opening the market; must comply with the provisions on conditions for
economic concentration of the law on competition and the law on enterprises; and must
satisfy the conditions for investment if the investment project is in a sector in which
investment is conditional.
CHAPTER III
Rights and Obligations of Investors
Article 11 Autonomy in investment and business
1. Investors shall have autonomy in investment and business in accordance with article 13
of the Law on Investment, except for investment and business in sectors in which
investment and business is prohibited by law.
2. With respect to conditional sectors, investors shall have autonomy in investment and
business if they satisfy the conditions for investment stipulated by law.
Article 12 Right to access and use credit, land and natural resources
Investors shall have equal rights to access and use credit sources, land and natural resources
in accordance with law.
Article 13 Rights regarding hiring and employment of
labor, and establishing trade unions
Investors shall have the right:
1. To hire domestic employees and foreign employees as managers, technicians and
experts in accordance with the requirements of production and business. If an
international treaty of which Vietnam is a member contains different provisions, the
provisions of such international treaty shall apply.
2. To decide the salary and the minimum salary rate of employees in accordance with the
law on labor.
3. To establish trade unions in enterprises in accordance with the law on
labor.
Article 14 Rights to export, import, advertise, conduct marketing, and conduct processing and
re-processing relating to investment activities Investors shall have the right:
1. To export directly or authorize dealers to export, and to directly import or authorize
dealers to import machinery, equipment, raw materials and goods for investment
activities; and to advertise, conduct marketing, and process and re-process goods
relating to the activities stipulated in article 15 of the Law on Investment and in the
commercial law.
2. To invest in the sectors of importation, exportation, distribution and other commercial
services consistent with the law on investment, the commercial law and international
treaties of which Vietnam is a member.
Article 15 Right of purchase and sale of goods between export processing enterprises and
the domestic market
1. Export processing enterprises shall be permitted to purchase goods from the Vietnamese
market in order to produce, process, re-process and assemble export goods or in order to
export, except for goods in the category of prohibited exports.
2. Export processing enterprises shall be permitted to sell the following goods on the
Vietnamese market:
(a) Products produced by the export processing enterprise and not in the category of
prohibited imports;
(b) Products produced by the export processing enterprise for which there is a demand
on the domestic market;
(c) Scrap and waste products which are collected from production and which are not
prohibited imports or which are in the category permitted to be imported in
accordance with the commercial law and relevant laws.
3. The relationship of purchase and sale of goods between export processing enterprises
and the domestic market shall be subject to the commercial law.
Article 16 Right to open bank accounts and purchase foreign currency
1. Investors shall be permitted to open Vietnamese dong accounts and foreign currency
accounts with credit institutions in Vietnam in accordance with the law on foreign
exchange control. investors may open bank accounts in offshore banks with approval
from the State Bank of Vietnam.
The conditions and procedures for opening, using and closing bank accounts at credit
institutions in Vietnam and in overseas banks shall be implemented in accordance with
the law on foreign exchange control and relevant laws.
2. Investors shall be permitted to purchase foreign currency from credit institutions
authorized to trade in foreign currency in order to meet requirements for current
transactions, capital transactions and other permitted transactions in accordance with the
law on foreign exchange control.
3. The Government shall support foreign exchange balancing in cases where authorized
credit institutions are not able to satisfy the demand for foreign currency of investors with
respect to a number of important projects in the following sectors:
(a) Energy;
(b) Waste treatment;
(c) Construction of traffic infrastructure.
4. The Prime Minister of the Government shall make decisions on guaranteeing the foreign
currency balance for investors with investment projects in the sectors stipulated in clause
3 of this article. A guarantee of foreign currency balance shall be stipulated in the
Investment Certificate.
Article 17 Right to access land and right to mortgage land use rights and assets attached to
land
1. Provincial people’s committees shall publish zoning and plans for land use approved by
the competent body so that investors may contact the land fund for investment
development.
2. Investors shall be permitted to mortgage land use rights and assets attached to land with
credit institutions authorized to operate in Vietnam in order to borrow capital to implement
projects in accordance with the law on land and relevant laws.
Article 18 Other rights of investors:
1. To enjoy investment incentives in accordance with the provisions of this Decree and
relevant laws.
2. To access and use public services and utilities on the principle of non-discrimination
between investors.
3. To select forms of investment, scale of investment and ratio of invested capital, and to
determine their own investment and business activities. If an international treaty of which
Vietnam is a member contains different provisions, the provisions of such international
treaty shall apply.
4. To access legal instruments and policies relating to investment, data on the national
economy and on each economic sector, and other socio-economic information relating to
investment activities.
5. To provide recommendations on laws and policies relating to investment immediately as
from the drafting stage in accordance with law.
6. To lodge complaints and denunciations and to take legal action in accordance with law
against any organization or individual in breach of the law on investment.
7. To exercise other rights in accordance with law.
Article 19 Rights of investors investing in industrial zones, export processing zones, high-tech
zones and economic zones
1. In addition to the rights stipulated in articles 11 to 18 inclusive of this Decree, investors
investing in production and business in industrial zones, export processing zones,
high-tech zones and economic zones shall have the following rights:
(a) To lease or purchase factories, offices and warehouses which have been built in
industrial zones, export processing zones, high-tech zones and economic zones in
order to service production and business;
(b) To use, with payment of charges, technical infrastructure facilities, public utilities
and service works including systems of roads, electricity supply, water supply,
water drainage, communications, water drains and waste treatment and other
public services and utilities in industrial zones, export processing zones, high-tech
zones and economic zones;
(c) To transfer and receive a transfer of land use rights and to lease land on which
technical infrastructure facilities have been built in industrial zones, export
processing zones, high-tech zones and economic zones in order to build factories,
offices and other buildings servicing production and business in accordance with
the law on land and the law on real estate business.
2. Investors investing in and conducting commercial operation of2 infrastructure facilities in
industrial zones, export processing zones, high-tech zones and economic zones shall
have the following rights:
(a) To construct factories, offices and warehouses in the industrial zone, export
processing zone, high-tech zone or economic zone for sale or for lease;
(b) To determine land leasing and sub-leasing prices where such land contains
constructed infrastructure; to determine the charges for use of technical
infrastructure works, public service and public utility works in the industrial zone,
export processing zone, high-tech zone or economic zone; and to determine
leasing and selling prices of factories, offices and warehouse and to determine
service charges;
(c) To collect charges for the use of infrastructure, public service and public utility
works in the industrial zone, export processing zone, high-tech zone or economic
zone in accordance with regulations of the Ministry of Finance;
(d) To transfer to another investor land use rights, and to lease out and sub-lease out
[to another investor] land on which technical infrastructure facilities have been built
in the industrial zone, export processing zone, high-tech zone or economic zone in
accordance with the law on land and the law on real estate business.
Article 20 Right to an investment guarantee in a case of change in law and policies
1. In a case where a newly promulgated law or policy adversely affects the lawful interests
to which an investor was entitled before such new law or policy took effect, the investor
shall be guaranteed entitlement to the incentives stipulated in the Investment Certificate
or shall be subject to one or more of the following measures:
(a) Continued entitlement to the existing rights and incentives;
(b) Deduction of a part of the losses from taxable income;
(c) Entitlement to an amendment of the objectives of the project;
(d) Consideration for compensation in some necessary cases.
2. With respect to the measure for compensation stipulated in paragraph (d) of clause 1 of
this article, the Investment Certificate-issuing body shall recommend the Prime Minister of
the Government issue a decision guaranteeing the investor’s interests as a consequence
of the change in law or policy adversely affecting such investor’s interests.
Article 21 Obligations and responsibilities of investors
1. Obligations of investors:
(a) To comply with the law on investment; to carry out investment activities correctly in
accordance with the contents of investment registration and of Investment
Certificates.
(b) To perform fully financial obligations in accordance with law;
(c) To comply with the law on accounting, auditing and statistics;
(d) To perform obligations in accordance with the law on insurance and
labor; to respect the honor and dignity of, and to protect the legitimate rights of employees;
(dd) To respect political and social-political organizations and to create
favorable conditions for employees to establish and participate in political and socio-political
organizations in accordance with law;
(e) To comply with the law on the environment;
(g) To discharge other obligations in accordance with law.
2. Responsibilities of investors:
(a) To bear liability for the accuracy and truthfulness of the contents of investment
registration documents and investment project files, and for the legality of
documents in investment project files;
(b) To submit reports on such investor's investment activities in accordance with the
provisions of this Decree and relevant laws; and to bear liability for the accuracy
and truthfulness of the contents of such reports;
(c) To provide documents, data and information relating to the contents of an
examination, inspection or supervision of investment activities to authorized State
bodies in accordance with law.
CHAPTER IV
Investment Incentive Sectors and Geographical Areas;
Investment Support
SECTION I
Investment Incentives
Article 22 Sectors and geographical areas of investment incentives
1. The list of sectors entitled to investment incentives comprising sectors entitled to special
investment incentives and sectors entitled to investment incentives is stipulated in
Appendix I issued with this Decree.
2. The list of geographical areas with specially difficult socio-economic conditions and
geographical areas with difficult socio-economic conditions is stipulated in Appendix II
issued with this Decree.
3. Investment projects on the list of sectors entitled to special investment incentives as
stipulated in Appendix I issued with this Decree shall be entitled to the same incentives as
applicable to geographical areas with specially difficult socio-economic conditions
stipulated in Appendix II issued with this Decree.
Article 23 Sectors in which investment is conditional and sectors in which investment is
prohibited
1. Sectors in which investment is conditional and sectors in which investment is prohibited
are stipulated in articles 29 and 30 respectively of the Law on Investment.
2. The list of sectors in which investment is conditional applicable to foreign investors is
stipulated in Appendix III; and the list of sectors in which investment is prohibited is
stipulated in Appendix IV issued with this Decree.
Article 24 Applicable entities for investment incentives
1. Investors with investment projects, including investment projects for expansion of scale,
on the list of investment incentive sectors and geographical areas issued with this Decree
shall be entitled to investment incentives in accordance with the Law on Investment and
relevant laws.
Article 25 Incentives regarding corporate income tax and import duty
1. Investors with investment projects in the investment incentive sectors and geographical
areas stipulated in this Decree shall be entitled to incentives regarding corporate income
tax in accordance with the law on corporate income tax.
2. Investors with investment projects in the investment incentive sectors and geographical
areas stipulated in this Decree shall be entitled to incentives regarding import duty with
respect to imported goods in accordance with the law on import and export duties.
Article 26 Incentives in relation to land use tax, land use fees, land rent and water surface
rent
Investors to whom the State allocates land without collection of land use fees, [or] allocates land
with payment of land use fees or leases land with an investment project in an investment
incentive sector or geographical area as stipulated in this Decree shall be entitled to exemption
or reduction of land use tax, land use fees, land rent and water surface rent in accordance with
the law on land and the law on taxation.
Article 27 Procedures for implementation of investment incentives
Procedures for implementation of investment incentives shall be implemented in accordance
with article 38 of the Law on Investment.
Article 28 Amending and supplementing investment incentives
1. If during implementation of an investment project an investor has satisfied further
conditions for entitlement to investment incentives, the investor shall be entitled to such
investment incentives and shall have the right to request the Investment
Certificate issuing body to amend or supplement the investment incentives stipulated in the issued
Investment Certificate.
2. If during implementation of an investment project an investor fails to satisfy in practice the
conditions for entitlement to investment incentives, such investor shall not be entitled to
the investment incentives.
3. The State administrative body implementing investment incentives for investors shall be
responsible for notifying the Investment Certificate-issuing body of the failure of the
investor to satisfy in practice the conditions for entitlement to investment incentives.
Article 29 Application of incentives to investment projects
1. An investor currently entitled to incentives pursuant to the provisions of the Law on
Promotion of Domestic Investment, the Law on Foreign Investment in Vietnam, the Law
on Co-operatives and the law on taxation shall continue to be entitled to such investment
incentives.
2. An investor with an investment project currently being implemented and which falls within
the category stipulated in article 24 of this Decree shall be entitled to the investment
incentives for the remaining duration as from the effective date of this Decree.
3. In a case where a newly promulgated law or policy provides more
favorable benefits and incentives than those which the investor previously enjoyed, such investor shall be
entitled to the new benefits and incentives for the remaining duration (if any) of incentives
as from the effective date of such new law or policy.
4. If an international treaty of which Vietnam is a member contains different provisions from
those stipulated in clauses 1, 2 or 3 of this article, the provisions of clause 3 of this article
shall apply.
SECTION II
Investment Support
Article 30 Technology transfer support
1. The Government shall create favorable conditions for technology transfer and shall
ensure the legitimate rights and interests of technology transfer parties, including capital
contribution by technology in order to implement investment projects in Vietnam in
accordance with the law on intellectual property and the law on technology transfer.
The value of technology used for capital contribution or of technology transferred shall be
as agreed by the parties and shall be stipulated in the technology transfer contract.
2. The Government encourages the transfer into Vietnam of modern technology, source
technology and other technologies in order to create new products; to improve
production, competitive capacity and product quality; and to save and effectively use raw
materials, fuel, energy and natural resources. The Government encourages investment in
the reform of technology and improvement of the management and use of technology.
3. Based on the objectives of socio-economic development, the Government has a policy of
providing support to small and medium sized enterprises to invest in research and
development of technology and in technology transfer.
4. The rights and obligations of technology transfer parties and the order and procedures for
technology transfer shall be implemented in accordance with the law on technology
transfer.
Article 31 Training support
1. The Government encourages the establishment of training support funds from
contributions and aid from domestic and foreign organizations and individuals as follows:
(a) Training support funds shall be established for non-profit purposes; and shall be
entitled to tax exemption and reduction in accordance with the law on taxation;
(b) Training fees of economic organizations shall be accounted as reasonable
expenses when determining taxable corporate income.
2. The Government shall provide support from the State Budget for the training of
employees in economic organizations via the manpower support program.
3. The Government has a master plan and program to help train manpower for small and
medium sized enterprises.
Article 32 Support for investment development and investment services
1. The Government provides support for investment development to projects which satisfy
the following criteria:
(a) Projects in important industries and sectors in major economic programs which
directly affect economic restructuring and accelerate sustainable economic growth
but where the State Budget does not grant and commercial banks do not provide
loans on normal conditions due to the risks;
(b) [Projects] consistent with the provisions of law;
(c) [Projects] consistent with provisions in international treaties of which Vietnam is a
member.
2 Credit support for investment shall be implemented in accordance with the law on State
credit support for investment development.
3. The Government encourages and supports organizations and individuals, without
discrimination between different economic sectors, to carry out the following investment
support services:
(a) Investment consultancy, management consultancy;
(b) Intellectual property consultancy, technology transfer consultancy;
(c) Vocational training, technical and management skills training;
(d) Provision of market information, technical scientific information, technology and
other economic and social information requested by investors;
(dd) Marketing, trade and investment promotion;
(e) Establishment of and participation in social and socio-professional organizations in
accordance with law;
(g) Establishment of design centers and testing centers to support the development of
small and medium sized enterprises.
Article 33 Investment support for construction of infrastructure outside the fence of
industrial zones, export processing zones and high-tech zones
1. The Government encourages and has incentive policies for all economic sectors to invest
in construction of technical and social infrastructure works outside the fence of industrial
zones, export processing zones and high-tech zones.
2. Based on the overall master plan for development of industrial zones, export processing
zones, high-tech zones and economic zones approved by the Prime Minister of the
Government, ministries, branches and people’s committees in provinces and cities under
central authority (hereinafter referred to as provincial people’s committees) shall develop
investment plans and organize construction of technical and social infrastructure systems
outside the fence of industrial zones, export processing zones, high-tech zones and
economic zones.
3. Provincial people’s committees shall balance support sources from their local budgets to
support investment in construction of technical and social infrastructure works outside the
fence of industrial zones, export processing zones, high-tech zones and economic zones.
Article 34 Investment support for infrastructure systems inside the fence of industrial zones
and export processing zones
1. The Prime Minister of the Government shall regulate the conditions, principles, limits and
items of works of construction works entitled to State Budget support for some localities
with difficult socio-economic conditions and specially difficult socio-economic conditions in
order for the State and investors to jointly invest in developing technical infrastructure
systems inside the fence of industrial zones and export processing zones.
2. Provincial people’s committees shall balance their local budgets to support investors
investing in developing technical infrastructure systems inside the fence of industrial
zones and export processing zones.
Article 35 Methods of investment in technical infrastructure systems in industrial zones and
export processing zones
1. Investment and commercial operation of technical infrastructure systems in industrial
zones and export processing zones may be implemented by one or more investors who
must ensure consistency and uniformity with the approved detailed master plan for
construction of such zone as approved by the competent authority, and they must clearly
stipulate the rights and obligations of each investor.
2. With respect to geographic areas with specially difficult socio-economic conditions and
based on the specific conditions of each province, provincial people’s committees shall
make a submission to the Prime Minister of the Government for his decision on
permission to establish an income-receiving professional unit to be the investment owner
of an investment project for construction and commercial operation of technical
infrastructure of an industrial zone or export processing zone.
Article 36 Support for investment in development of infrastructure systems of economic
zones and high-tech zones
1. The Government reserves investment capital from the State Budget to support the
following cases:
(a) Investment in development of technical and social infrastructure systems outside
functional areas and important public services works in economic zones;
(b) Compensation for site clearance within functional areas and resettlement areas
including re-settled agricultural areas for households whose land is recovered;
(c) Investment in sewage treatment works and concentrated water treatment works in
functional areas.
2. The Government encourages and has incentive policies applicable to investors in all
economic sectors to invest in development of technical and social infrastructure systems
of economic zones.
3. The Prime Minister of the Government shall decide methods of mobilization of other
capital sources for investment in development of technical and social infrastructure
systems of economic zones.
4 Support for investment in development of infrastructure systems of high-tech zones shall
be implemented in accordance with the regulations on high-tech zones.
CHAPTER V
Procedures for Direct Investment
SECTION I
Authority to Approve and Issue Investment Certificates
Article 37 Projects for which the Prime Minister of the Government shall approve the
investment policy:
1. Investment projects in the following sectors, irrespective of the source of invested capital
and scale of investment:
(a) Construction and commercial operation of airports; air transportation;
(b) Construction and commercial operation of national sea ports;
(c) Exploration, mining and processing of petroleum; exploration and mining of
minerals;
(d) Radio and television broadcasting;
(dd) Commercial operation of casinos;
(e) Production of cigarettes;
(g) Establishment of university training establishments;
(h) Establishment of industrial zones, export processing zones, high-tech zones and
economic zones.
2. Investment projects not covered by clause 1 of this article, irrespective of the source of
capital, with an invested capital of 1,500 billion VND or more in the following sectors:
(a) Business in electricity; processing of minerals; metallurgy;
(b) Construction of railway, road and internal waterway infrastructure;
(c) Production and business of alcohol, beer.
3. Projects with foreign invested capital in the following sectors:
(a) Commercial operation of sea transportation;
(b) Construction of networks for and supply of postal and delivery, telecommunications
and internet services; construction of wave transmission networks;
(c) Printing and distributing newspapers and printed matter; publishing;
(d) Establishment of independent scientific research establishments.
4. In cases where investment projects stipulated in clauses 1, 2 and 3 of this article are
included in the master plan approved by the Prime Minister of the Government or by an
entity authorized by him and satisfy conditions in accordance with law and international
treaties of which Vietnam is a member, the Investment Certificate-issuing body shall issue
the Investment Certificate without making a submission to the Prime Minister of the
Government for a decision on the investment policy.
5. In cases where investment projects stipulated in clauses 1, 2 and 3 of this article are not
included in the master plan approved by the Prime Minister of the Government or by an
entity authorized by him or projects not satisfying conditions for opening the market in
international treaties of which Vietnam is a member, the Investment Certificate-issuing
body shall preside over co-ordination in obtaining opinions from the ministry managing
the technical – economic branch, the Ministry of Planning and Investment and other
relevant bodies and shall collate the opinions and make a submission to the Prime
Minister of the Government to make a decision on the investment policy.
6. In cases where investment projects stipulated in clauses 1, 2 and 3 of this article are in a
sector for which there is as yet no master plan, the Investment Certificate-issuing body
shall obtain opinions from the ministry managing the technical – economic branch, the
Ministry of Planning and Investment and other relevant bodies and shall collate the
opinions and make a submission to the Prime Minister of the Government to make a
decision on the investment policy.
Article 38 Projects for which provincial people's committees shall issue Investment
Certificates
Provincial people's committees shall carry out investment registration and issuance of
Investment Certificates for the following projects:
1. Investment projects outside industrial zones, export processing zones, high-tech zones
and economic zones including investment projects stipulated in article 37 of this Decree
for which the Prime Minister of the Government has approved the investment policy.
2. Investment projects for the development of infrastructure in industrial zones, export
processing zones and high-tech zones in localities which have not yet established a
management committee of such industrial zone, export processing zone or high-tech
zone.
Article 39 Projects for which management committees of industrial zones, export processing
zones, high-tech zones and economic zones shall issue Investment Certificates
Management committees of industrial zones, export processing zones, high-tech zones and
economic zones (hereinafter referred to as management committees) shall carry out investment
registration and issuance of Investment Certificates for the following projects:
1. Investment projects in industrial zones, export processing zones, high-tech zones and
economic zones including investment projects stipulated in article 37 of this Decree for
which the Prime Minister of the Government has approved the investment policy.
2. Investment projects for the development of infrastructure in industrial zones, export
processing zones and high-tech zones.
Article 40 Bodies receiving investment project files
1. The Department of Planning and Investment shall receive files of the investment projects
stipulated in article 38 of this Decree to be implemented within its locality.
2. A management committee shall receive files of the investment projects stipulated in
article 39 of this Decree to be implemented within its locality.
3. With respect to investment projects to be implemented in a locality not yet covered by
the administrative management of a city or province under central authority or to be
implemented within an area of more than one city and province under central authority,
the file shall be lodged with the Department of Planning and Investment in the place
where the investor has established or proposes to establish its head office, branch or
operating office in order to implement such project.
4. Bodies receiving investment project files shall be responsible to provide guidance, to
examine the validity of such files and to carry out investment procedures in accordance
with this Decree.
Article 41 Contents of Investment Certificates
1. The form of an Investment Certificate shall be provided by the Ministry of Planning and
Investment for uniform application throughout the country.
2. An Investment Certificate shall contain the following main items:
(a) Name and address of the investor;
(b) Location in which the investment project will be implemented and land use area
requirements;
(c) Objectives and scale of the investment project;
(d) Total invested capital;
(dd) Duration of implementation of the project;
(e) Schedule for implementation of the investment project;
(g) Confirmation of investment incentives and support (if any).
3. In the case of a foreign investor with an investment project associated with the
establishment of an economic organization, the Investment Certificate shall contain the
items stipulated in clause 2 of this article and items of a business registration certificate
stipulated in the Law on Enterprises. The Investment Certificate shall act concurrently as
the business registration certificate.
4. The provisions on the Investment Certificate in clause 3 of this article shall apply to
domestic investors in the category stipulated in article 6.1 of this Decree who request that
investment procedures be carried out at the same time as procedures for establishment
of the economic organization.
SECTION II
Investment Certification
Article 42 Domestic investment projects not required to carry out investment registration
1. Investors shall not be required to carry out procedures for investment registration of
domestic investment projects which have invested capital of below fifteen (15) billion VND
and are not in sectors in which investment is conditional.
2. Where an investor in the case stipulated in clause 1 of this article has a need for
certification of investment incentives or issuance of an Investment Certificate, the investor
must carry out the procedures for investment registration in order to be issued with an
Investment Certificate as stipulated in article 43 of this Decree.
Article 43 Investment registration applicable to domestic investment projects
1. Domestic investors must carry out procedures for investment registration in the case of
domestic investment projects which have invested capital of between fifteen (15) billion
VND and less than three hundred (300) billion VND in the following cases:
(a) Projects not in the sectors in which investment is conditional as stipulated in article
29 of the Law on Investment;
(b) Projects not covered by clause 1 of article 37 of this Decree.
2. The investor shall carry out investment registration with the body receiving investment
project files as stipulated in article 40 of this Decree.
3. The body receiving the investment project file shall provide a receipt immediately after it
receives the written investment registration request.
4. Where an investor requests issuance of an Investment Certificate or certification of
investment incentives, the Investment Certificate-issuing body shall rely on the contents
of the written investment registration request to issue an Investment Certificate within a
time-limit of fifteen (15) days from the date of receipt of a valid written investment
registration request.
5. Within a time-limit of seven (7) working days from the date of issuance of an Investment
Certificate, the Investment Certificate-issuing body shall copy the Investment Certificate
and send copies to the Ministry of Planning and Investment, the Ministry of Finance, the
Ministry of Trade, the Ministry of Natural Resources and Environment, the State Bank of
Vietnam, the ministry managing the branch and other relevant bodies.
Article 44 Investment registration applicable to projects with foreign invested capital
The procedures for investment registration of projects with foreign invested capital stipulated in
article 46 of the Law on Investment shall be implemented as follows:
1. An investment project file shall comprise:
(a) Investment registration request on the stipulated form;
(b) Business co-operation contract in the case of the investment form of a business
cooperation contract;
(c) Report on financial capability of the investor (which the investor shall prepare and
for which the investor shall be liable).
2. With respect to investment projects associated with the establishment of economic
organizations, in addition to the documents referred to clause 1 of this article, the investor
shall also submit:
(a) File for business registration corresponding to each form of an enterprise as
stipulated in the law on enterprises and relevant laws;
(b) A joint venture contract in the case of establishment of a joint venture economic
organization between a domestic investor and a foreign investor.
3. Within a time-limit of fifteen (15) working days from the date of receipt of a valid file for
investment registration and a valid file for business registration, the Investment
Certificate-issuing body shall check the validity of the files for investment registration and
business registration (with respect to establishment of an economic organization
associated with the investment project) and issue an Investment Certificate without
requesting any additional documents.
4. Within a time-limit of seven (7) working days from the date of issuance of an Investment
Certificate, the Investment Certificate-issuing body shall copy the Investment Certificate
and send copies to the Ministry of Planning and Investment, the Ministry of Finance, the
Ministry of Trade, the Ministry of Natural Resources and Environment, the State Bank of
Vietnam, the ministry managing the branch and other relevant bodies.
Article 45 Evaluation in respect of investment projects which have invested capital of three
hundred (300) billion VND or more and are not in sectors in which investment is
conditional
1. The file for investment evaluation shall contain the following documents:
(a) Written request for issuance of an Investment Certificate on the stipulated form;
(b) Written certification of the legal status of the investor: an investor being an
organization shall submit a copy of the establishment decision or business
registration certificate or other equivalent document; and an investor being an
individual shall submit a copy of his or her passport or identity card;
(c) Report on financial capability of the investor (which the investor shall prepare and
for which the investor shall be liable);
(d) Economic-technical explanatory statement comprising the following main items:
objectives, scale, location of investment, invested capital, schedule for
implementation of the project, land use requirements, and technological and
environmental solutions;
(dd) Business co-operation contract in the case of the investment form of a business
cooperation contract.
2. With respect to cases where investment procedures are conducted at the same time as
business registration procedures, in addition to the documents referred to clause 1 of this
article, the investor shall also submit:
(a) File for business registration corresponding to each form of an economic
organization as stipulated in the law on enterprises and relevant laws;
(b) Joint venture contract in the case of establishment of a joint venture economic
organization between a domestic investor and a foreign investor.
3. Contents of evaluation:
(a) Conformity with the master plan for technical infrastructure, land use zoning,
construction master plan and master plan for use of minerals and other natural
resources; With respect to investment projects in a sector for which there is as yet no master
plan or which have not yet been included in the above-mentioned master plans, the
Investment Certificate-issuing body shall be responsible for collecting opinions from
the State administrative bodies responsible for master planning;
(b) Land use requirements: area of land, category of land, schedule for land use;
(c) Schedule for implementation of the project: schedule for implementation of
invested capital, schedule for construction and schedule for implementation of
objectives of the project;
(d) Environmental solutions: assessment of factors impacting on the environment and
solutions for resolution in accordance with the law on the environment.
Article 46 Evaluation of investment projects which have invested capital of below three
hundred (300) billion VND and are in sectors in which investment is conditional
1. The file for investment evaluation shall contain the following documents:
(a) The documents stipulated in clauses 1 and 2 of article 44 of this Decree;
(b) Explanatory statement on the ability to satisfy conditions which the investment
project must satisfy in the case of projects in sectors in which investment is
conditional stipulated in article 29 of the Law on Investment and in Appendix III
issued with this Decree.
2. Contents of evaluation:
(a) Evaluation of the ability to satisfy conditions stipulated in the Law on Investment
and relevant laws;
Relevant ministries and branches shall be responsible for evaluation of ability to
satisfy conditions which the investment project must satisfy in the case of projects
in sectors in which investment is conditional stipulated in article 29 of the Law on
Investment and in Appendix III issued with this Decree.
In cases where investment conditions are stipulated specifically in the law or in an
international treaty of which Vietnam is a member, the Investment
Certificate issuing body shall make a decision on the issuance of an Investment Certificate
without obtaining opinions from relevant ministries and branches;
(b) With respect to domestic investment projects, if a project satisfies the investment
conditions in accordance with law, the Investment Certificate-issuing body shall
issue an Investment Certificate in accordance with the procedures for registration
of investment stipulated in article 43 of this Decree.
Article 47 Evaluation in respect of investment projects which have invested capital of three
hundred (300) billion VND or more and are in sectors in which investment is
conditional
1. The file for investment evaluation shall contain the following documents:
(a) File as stipulated in clauses 1 and 2 of article 45 of this Decree;
(b) Explanatory statement on the ability to satisfy conditions to enter the market
stipulated as applicable to investment projects in sectors in which investment is
conditional stipulated in article 29 of the Law on Investment and in Appendix III
issued with this Decree.
2. Contents of evaluation shall be in accordance with articles 45.3 and 46.2 of this Decree.
Article 48 Procedures for evaluation of investment projects which fall under the approval
authority of the Prime Minister of the Government
1. An investor shall submit ten (10) sets of a file, including at least one set of original copies.
2. Within a time-limit of three days, the body receiving the investment project file shall
check the validity of the file and forward it to relevant ministries and branches for their evaluation
opinion.
Where a project file is invalid, [the body receiving the investment project file] shall notify
the investor in writing in order for the latter to prepare amendments of or additions to the
file.
3. Within a time-limit of fifteen (15) days from the date of receipt of a project file, bodies
from which opinions are sought shall carry out evaluation and provide written opinions and
they shall be liable for project issues under their administration.
4. Within a time-limit of twenty five (25) days from the date of receipt of a complete and
valid file, the Investment Certificate-issuing body shall prepare an evaluation report and
submit same to the Prime Minister of the Government.
5. Within a time-limit of seven (7) days from the date of receipt of an evaluation report for
submission to the Prime Minister of the Government from a provincial people's committee
or a management committee, the Government Office shall provide written notice of the
opinion of the Prime Minister of the Government about the investment project.
6. Within a time-limit of five days from the date of receipt of approval from the Prime
Minister of the Government, the provincial people’s committee or the management
committee shall issue an Investment Certificate.
7. When an investment project is not approved, the body receiving the investment project
file shall notify the investor in writing, stating clearly the reasons
therefore.
8. Within a time-limit of seven working days from the date of issuance of an Investment
Certificate, the body receiving the investment project file shall copy the Investment
Certificate and send copies to the Ministry of Planning and Investment, the Ministry of
Finance, the Ministry of Trade, the Ministry of Natural Resources and Environment, the
State Bank of Vietnam, the ministry managing the branch and other relevant bodies.
Article 49 Procedures for evaluation of investment projects subject to evaluation for
issuance of an Investment Certificate
1. An investor shall submit eight (8) sets of a file including one set of original copies to the
Department of Planning and Investment (in respect of projects for which the provincial
people’s committee issues Investment Certificates); or four sets of a file including one set
of original copies to the management committee (in respect of projects for which the
management committee issues Investment Certificates).
2. Within a time-limit of three working days from the date of receipt of a project file, the
body receiving the investment project file shall check the validity of the file and forward it to the
relevant departments and branches for their evaluation opinion, and in necessary cases
shall seek opinions from relevant ministries and branches.
Where a project file is invalid, the body receiving the investment project file shall notify the
investor in writing in order for the latter to prepare amendments of or additions to the file.
3. Within a time-limit of fifteen (15) working days from the date of receipt of a project file,
bodies from which opinions are sought shall provide a written evaluation opinion and they
shall be liable for project issues under their administration.
4. Within a time-limit of twenty (20) working days from the date of receipt of a complete
and valid file, the Department of Planning and Investment shall prepare an evaluation report
and submit it to the provincial people’s committee for its decision. Within a time-limit of
five working days from the date of receipt of the evaluation report, the provincial people's
committee shall issue an Investment Certificate.
With respect to projects for which the management committee issues Investment
Certificates, within a time-limit of twenty (20) working days from the date of receipt of a
complete and valid file, the management committee shall collate the opinions of bodies
from which opinions were sought in order to make a decision on issuance of an
Investment Certificate.
When an investment project is not approved, the body receiving the investment project
file shall notify the investor in writing, stating clearly the reasons
therefore.
5. Within a time-limit of seven (7) working days from the date of issuance of an Investment
Certificate, the body receiving the investment project file shall copy the Investment
Certificate and send copies to the Ministry of Planning and Investment, the Ministry of
Finance, the Ministry of Trade, the Ministry of Natural Resources and Environment, the
State Bank of Vietnam, the ministry managing the branch and other relevant bodies.
Article 50 Authority of ministries managing technical - economic branches for evaluation for
issuance of Investment Certificates
1. Ministries managing technical – economic branches shall evaluate satisfaction of
investment conditions and compliance with master plans by investment projects in
sectors in which investment is conditional stipulated in article 29 of the Law on
Investment, Appendix III issued with this Decree and article 82 of the Law on Investment.
2. Based on articles 29 and 82 of the Law on Investment, ministries managing technical –
economic branches shall draft investment conditions and submit them to the Government
for promulgation; and shall formulate master plans and approve them or submit them to
the competent body for approval.
After investment conditions and master plans have been promulgated by the competent
body, they must be publicly proclaimed on the mass media and listed at the headquarters
of bodies receiving investment project files.
SECTION III
Amendment of Investment Projects
Article 51 Amendment of investment projects
1. When investors amend investment projects relating to the objectives, scale, location,
form, capital and duration of implementation of the project, they must carry out
procedures to amend the Investment Certificate.
2. The amendment of an investment project shall be carried out in one of the following
forms:
(a) Without carrying out procedures for registration of amendment or for evaluation of
amendment;
(b) Registration of amendment of the investment project;
(c) Evaluation of amendment of the investment project.
3. Investment projects not required to carry out procedures for registration of amendment or
for evaluation of amendment shall comprise:
(a) Investment projects not changing their objectives, scale, location, form, capital or
duration;
(b) Domestic investment projects which, upon amendment, have an invested capital of
below fifteen (15) billion VND and are not in sectors in which investment is
conditional;
(c) Domestic investment projects which, upon amendment, have an invested capital of
below three hundred (300) billion VND and do not change their objectives [or]
location of investment.
Article 52 Registration of amendment and evaluation of amendment of investment projects
1. Registration of amendment of investment projects:
(a) The following projects shall be subject to registration of amendments: projects
which after amendment of objectives, scale, location, capital, form [or] duration fall
into the following categories: foreign investment projects which, upon amendment,
have an invested capital of below three hundred (300) billion VND and are not in
sectors in which investment is conditional; domestic investment projects which,
upon amendment, are not in sectors in which investment is conditional except for
the cases stipulated in article 51.3 of this Decree; domestic investment projects in
sectors in which investment is conditional but which, upon amendment, have not
changed the objectives and still satisfy the investment conditions stipulated for
such project, except for the cases stipulated in article 51.3 of this Decree;
(b) A file for registration of amendment of an investment project shall comprise:
request for registration of amendment of the investment project; a copy of the
Investment Certificate; the amended or supplemented joint venture contract or
business co-operation contract or charter of the enterprise (with respect to projects
with foreign invested capital);
(c) Within a time-limit of fifteen (15) working days from the date of receipt of a
complete and valid file, the Investment Certificate-issuing body shall issue a new
Investment Certificate (if an Investment Certificate has not yet been issued) or shall
amend the Investment Certificate.
2. Evaluation of amendment of investment projects:
(a) The following projects shall be subject to evaluation of amendment: projects which
after amendment of objectives, scale, location, capital, form [or] duration fall into
the following categories: projects with foreign invested capital which after
amendment fall into the category of evaluation for issuance of an Investment
Certificate; domestic investment projects which after amendment are in sectors in
which investment is conditional, except for the cases stipulated in clause 1(a) of
this article;
(b) A file for evaluation of amendment of an investment project shall comprise: request
for amendment of the investment project; explanation of the amendment; changes
compared with the project currently being implemented; report on status of
implementation of the project at the time of amendment of the project; copy of the
Investment Certificate; and amended or supplemented joint venture contract or
business co-operation contract or charter of the enterprise (with respect to projects
with foreign invested capital);
(c) The Investment Certificate-issuing body shall evaluate amendments and shall
issue a new Investment Certificate (if an Investment Certificate has not yet been
issued) or shall amend the Investment Certificate within a time-limit of thirty (30)
working days from the date of receipt of a complete and valid file;
(d) In cases where investment projects, upon amendment, fall under the approval
authority of the Prime Minister of the Government but are not yet included in the
master plan or are in sectors subject to conditions but for which investment
conditions have not yet been stipulated by law, the Investment Certificate-issuing
body shall obtain evaluation opinions from relevant ministries and branches and
make a submission to the Prime Minister of the Government for his decision prior
to issuing a new Investment Certificate or amending the Investment Certificate;
(dd) In cases where amended items relate to sectors in which investment is conditional,
the Investment Certificate-issuing body shall obtain evaluation opinions from
relevant ministries and branches prior to issuing a new Investment Certificate or
amending the Investment Certificate.
3. Within a time-limit of seven (7) working days from the date of issuance of an amended
Investment Certificate, the Investment Certificate-issuing body shall copy the amended
Investment Certificate and send copies to the Ministry of Planning and Investment, the
Ministry of Finance, the Ministry of Trade, the Ministry of Natural Resources and
Environment, the State Bank of Vietnam, the ministry managing the branch and other
relevant bodies.
SECTION IV
Additional Provisions Applicable to Projects with Foreign Invested Capital
Article 53 Relevant items in files for projects with foreign invested capital
Projects with foreign invested capital implemented in the form of a joint venture or business
cooperation contract shall, in addition to the documents stipulated in articles 44 to 47 inclusive of
this Decree, have a joint venture contract or a business co-operation contract with the items
stipulated in articles 54 and 55 respectively of this Decree.
Article 54 Contents of joint venture contract
A joint venture contract must contain the following main items:
1. Names and addresses of the organizations and individuals investing in participation in the
joint venture, and of the legal representatives of the joint venture parties; name and
address of the joint venture enterprise.
2. Form of enterprise.
3. Sector, line and scope of business.
4. Legal capital, capital contribution portion of each party, method and schedule for charter
capital contributions.
5. Project implementation schedule.
6. Duration of operation of the project.
7. Location where the project is to be implemented.
8. Rights and obligations of the joint venture parties.
9. Principles of financial management; [principles] of distribution of profits and dealing with
losses during business.
10. Procedures for amendment and termination of the contract, conditions for assignment,
conditions for termination of operation and dissolution of the enterprise.
11. Liability for breach of contract and method of dispute resolution.
Apart from the above items, the joint venture parties shall have the right to agree on other items
in the joint venture contract which are not contrary to law.
The joint venture contract must be initialed by the authorized representatives of the joint
venture parties on each page and signed by them at the end of the contract. The joint
venture contract shall become effective as from the date of issuance of the Investment Certificate.
Article 55 Contents of business co-operation contract
A business co-operation contract must contain the following main items:
1. Names, addresses, and authorized representatives of the business co-operation parties;
and the transaction address or address of the location in which the project will be
implemented.
2. Objectives and scope of business.
3. Making of the contribution portion by the co-operating parties, distribution of investment
and business results, and contract performance schedule.
4. Project implementation schedule.
5. Term of the contract.
6. Rights and obligations of the co-operating parties.
7. Financial principles.
8. Procedures for amendment and termination of the contract and the conditions for
assignment.
9. Liability for breach of contract and method of dispute resolution.
Apart from the above items, the co-operating parties shall have the right to agree on other
items in the business co-operation contract which are not contrary to law.
A business co-operation contract must be initialed by the authorized representatives of the
cooperating parties on each page and signed by them at the end of the contract. A business cooperation
contract between a Vietnamese party and a foreign party shall become effective as
from the date of issuance of the Investment Certificate.
Article 56 Procedures for direct investment in the form of capital contribution, purchase of
shareholding in, merger or acquisition of an enterprise
A foreign investor who contributes capital, purchases shareholding in, merges or acquires an
enterprise in Vietnam as stipulated in article 10 of this Decree shall carry out the following
procedures:
1. Where the foreign investor purchases shareholding in a Vietnamese enterprise, such
enterprise shall carry out business registration procedures in accordance with the law on
enterprises.
2. Where the investor purchases shareholding in an enterprise with foreign owned capital
operating in Vietnam, it shall carry out procedures for amendment of an investment
project in accordance with articles 51 and 52 of this Decree.
3. Where the investor contributes capital in order to make an investment, it shall carry out
investment procedures in accordance with the Law on Investment.
4. Where the foreign investor merges or acquires an enterprise operating in Vietnam, it shall
conduct investment procedures stipulated in this Decree in order to be issued with an
Investment Certificate. A file for the merger or acquisition of an enterprise shall comprise
the following contents:
(a) Request for merger or acquisition of an enterprise containing name and address
and representative of the foreign investor merging or acquiring the enterprise; and
name and address and representative, charter capital and operational sector of the
merged or acquired enterprise; summarized information on the merger or
acquisition; and any proposals;
(b) Decision of the members' council or of the company owner or of the general
meeting of shareholders on the sale of the enterprise;
(c) Contract for merger or acquisition of the enterprise. The contract must contain the
following main items: name and address and head office of the merged or acquired
company; procedures and conditions for merger or acquisition of the enterprise;
plan for employment of employees; procedures, conditions and period for transfer
of assets, capital, shares or bonds of the merged or acquired company; period for
implementation of the merger or acquisition; and responsibilities of the parties to
the transaction;
(d) Charter of the merged or acquired enterprise;
(dd) Draft charter of the enterprise after permission is granted for the merger or
acquisition;
(e) Written certification of the legal status of the foreign investor: an economic
organization shall submit a copy of its establishment decision or other equivalent
document; and an individual shall submit a copy of his or her passport.
Article 57 Procedures for conversion of investment form of projects with foreign invested
capital
1. An investor with a project which has been issued with an Investment Certificate or which
has been issued with an investment license pursuant to the Law on Foreign Investment in
Vietnam shall have the right to convert the form of investment to another form of
investment in accordance with article 21 of the Law on Investment.
2. An investor which has been issued with an investment license
in accordance with the Law on Foreign Investment in Vietnam may convert its form of investment in accordance with
separate regulations of the Government on re-registration and conversion to an
enterprise with foreign invested capital.
3. Procedures for conversion of the investment form of a project with foreign invested
capital shall be carried out as follows:
(a) The conversion of the investment form associated with conversion of the form of
enterprise must comply with the provisions of the law on enterprises;
(b) An enterprise with foreign invested capital or parties to a business co-operation
contract shall submit a file for conversion of the investment form to the Investment
Certificate-issuing body, the file to comprise the following documents: request for
conversion of the investment form; decision of the members' council or of the
enterprise owner or of the general meeting of shareholders, or the agreement of
the business co-operation parties (in the case of an investment project in the form
of a business co-operation contract) on conversion of the investment form; draft
charter of the converted enterprise; and business co-operation contract (in the case
of an investment project in the form of a business co-operation contract);
(c) The decision of the board of management of the joint venture enterprise or the
decision of the investor (in the case of enterprises with one hundred (100) percent
foreign owned capital) or the agreement of business co-operation parties (in the
case of business co-operation contracts) on conversion of the investment form
shall be notified to creditors and employees within a period of fifteen (15) working
days from the date of the decision;
(d) The Investment Certificate-issuing body shall amend the Investment Certificate and
give notification to the investor within a period of thirty (30) working days from the
date of receipt of the complete and valid file stipulated in clause 3(b) of this article.
SECTION V
A Number of Provisions on Procedures for Use of State Owned Capital
for Investment and Business
Article 58 Investment and business using State owned capital
1. Investment projects using the following sources of State owned capital must be approved
by the authorized State body before using State owned capital:
(a) Capital from the State Budget;
(b) Investment and development credit of the State;
(c) Credit guaranteed by the State;
(d) Investment and development capital of State owned enterprises;
(dd) Investment capital of the State Capital Investment Corporation.
2. After the authorized State body evaluates the project and issues written approval, the
investor shall carry out investment procedures in accordance with this Decree to be
issued with an Investment Certificate. Written approval of the use of State owned capital
for investment is a compulsory document in the investment registration file and
investment evaluation file.
Article 59 Bodies evaluating and approving the use of State owned capital for investment
1. The body authorized to issue decisions on use of capital from the State Budget shall
evaluate and approve the use of State owned capital for investment with respect to
investment projects funded by capital from the State Budget.
2. The Vietnam Development Bank shall evaluate and approve investment projects entitled
to State owned credit facilities for investment.
3. The Ministry of Finance shall evaluate and make a decision on State guarantees with
respect to investment projects funded by credit facilities and on the list guaranteed by the
State.
4. The board of management of an Economic Group, State corporations and other State
owned enterprises or the general director or director of an enterprise without a board of
management shall organize evaluation and make a decision with respect to the use of
investment capital of the State by State owned enterprises for investment.
5. The authority to grant approval for the use of State owned capital for investment by the
State Capital Investment Corporation shall be implemented in accordance with a decision
of the Prime Minister of the Government.
6. The evaluating body shall be responsible for organizing evaluation and providing written
notification to the investor of the decision on approval or non-approval for the use of State
owned capital for investment.
Article 60 File for evaluation of the use of State owned capital for investment
A file for evaluation and approval shall comprise:
1. Application for using State owned investment capital from the investor to the body
evaluating and approving the use of the particular source of capital as stipulated in article
59 of this Decree.
2. Explanatory statement on the use of State owned capital for investment comprising the
following main items:
(a) Name of the project;
(b) Objectives and scale of the project;
(c) Location in which the project will be implemented;
(d) Invested capital; source of invested capital; State capital portion invested in the
project;
(dd) Explanatory statement on the conformity of the project with the strategy, master
plan and plans for socio-economic development approved by the authorized State
body; explanatory statement on the appropriateness of the use of invested capital;
(e) Investment efficiency (financial efficiency, socio-economic efficiency);
(g) Explanatory statement on the ability to repay investment capital, ability to repay
loans and plan for repayment of loans (if any);
(h) Duration of implementation of the project;
(i) Schedule for implementation of the investment project.
Article 61 Contents of evaluation of investment projects using State owned capital
Contents of evaluation shall comprise:
1. The conformity of the investment project with the strategies, master plans and plans for
socio-economic development for each period (of the country or region or territory)
approved by the authorized State bodies.
2. Appropriateness of the investment and business funded by State capital; investment
objectives, efficiency of the investment; management method appropriate to each source
of capital and each type of investment project.
3. Conformity of the project with policies on investment support (if any).
4. Schedule for implementation of the project and duration of implementation of the project.
5. Ability to repay invested capital; ability to repay loans and plan for repayment of loans (if
any).
6. Investment efficiency including financial efficiency and socio-economic efficiency.
CHAPTER VI
Provisions on Commencement of Implementation of
Investment Projects and Organization of Business
Article 62 Commencement of investment projects
The investor shall be responsible for commencing implementation of the project in accordance
with the objectives, contents and schedule undertaken and the provisions in the Investment
Certificate; and for complying with the provisions of the law on land, on the environment, on
labor, on business registration, investment registration and other relevant laws during
implementation of the investment project.
Article 63 Commencement of investment projects accompanied with construction
When commencing an investment project with construction works, the investor shall comply with
the provisions on management of construction as stipulated in the law on construction.
Article 64 Hiring management
1. Investors shall be entitled to hire a management organization or individual to manage the
investment and to manage business operations in accordance with such investor's
operational needs.
2. The hiring of a management organization or individual must be carried out pursuant to a
management contract between the investor and the management organization or
manager.
The rights and obligations of the investor and of the management organization or
manager shall be stipulated in a contract.
Management fees shall be as agreed between the parties in the management contract
and shall be accounted for as operational expenses of the enterprise.
3. The hiring of an organization or individual to provide management services must conform
to the undertakings in international treaties of which Vietnam is a member.
4. The organization or individual providing management services shall pay taxes and
perform other financial obligations in accordance with the law on taxation and relevant
laws.
Article 65 Assignment of capital
1. An economic organization shall be entitled to assign its capital in the enterprise and
perform the procedures for registration of members in the register of members or
registration of shareholders in the register of shareholders in accordance with the Law on
Enterprises and relevant laws.
Upon the assignment of enterprise capital in an enterprise with foreign owned capital, the
enterprise must notify the Investment Certificate-issuing body of such assignment in order
to amend the Investment Certificate.
2. Conditions for assignment of capital:
(a) Ensuring the requirements stipulated in the Law on Enterprises, this Decree and
relevant laws;
(b) Ensuring the ratio and conditions are consistent with the provisions of international
treaties of which Vietnam is a member;
(c) The assignment of capital being the value of land use rights must conform with the
law on land and relevant laws.
Article 66 Assignment of projects
1. An investor shall be entitled to assign all or part of the project implemented by it to other
investors. The conditions for assignment of a project shall be implemented in accordance
with article 65 of this Decree.
2. In a case of assignment of a project of an economic organization not accompanied by
termination of operation of the assigning economic organization, the assignment of the
project shall comply with the conditions and procedures for assignment of capital
stipulated in article 65 of this Decree.
3. In a case of assignment of a project of an economic organization accompanied by
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