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CHAPTER I
GENERAL PROVISIONS

>> Article 1

The State of the Socialist Republic of Vietnam encourages foreign investors to invest in Vietnam on the basis of respect for the independence [and] sovereignty of Vietnam, observance of Vietnamese law, equality, and mutual benefit.

The State of the Socialist Republic of Vietnam protects the ownership rights3 over the invested capital and other legal rights and interests4 of foreign investors, creates favorable conditions and stipulates expeditious [and] simple formalities for foreign investors investing in Vietnam.

>> Article 2

In this Law, the following terms shall be construed as follows5:

1. "Foreign Direct Investment" means to bring capital to Vietnam in [the form of] cash or any assets by foreign investors for the purpose of conducting investment activities in accordance with the provisions of this Law.
2. "Foreign Investor" means a foreign economic organization [or] individual investing in Vietnam.
3. "Foreign Party" means the party consisting of one or more Foreign Investors.
4. "Vietnamese Party" means the party consisting of one or more Vietnamese enterprises6 in any economic sector.
5. "Two Parties" means the Vietnamese Party and the Foreign Party.
"Multiple-Parties" means a Vietnamese Party and Foreign Parties, or a Foreign Party and Vietnamese Parties, or Vietnamese Parties and Foreign Parties.
6. "Enterprise With Foreign Capital Investment" includes Joint Venture Enterprises and Enterprises With One Hundred Per Cent (100%) Foreign-Owned Capital.
7. "Joint Venture Enterprise" means an enterprise established in Vietnam by Two Parties or Multiple-Parties through co-operation on the basis of a Joint Venture Contract or a treaty signed between the Government of the Socialist Republic of Vietnam and a foreign government, or by an Enterprise With Foreign Capital Investment and a Vietnamese enterprise through co-operation, or by a Joint Venture Enterprise and a Foreign Investor through co-operation on the basis of a Joint Venture Contract.
8. "Enterprise With One Hundred Per Cent (100%) Foreign-Owned Capital" means an enterprise the capital of which is one hundred per cent (100%) invested by a Foreign Investor in Vietnam.
9. "Business Co-operation Contract" means a written instrument executed between Two Parties or Multiple-Parties for the purpose of conducting investment activities without establishing a juridical person.
10. "Joint Venture Contract" means a written instrument executed between the parties referred to in Clause 7 of this Article for the establishment of a Joint Venture Enterprise in Vietnam.
11. "Build-Operate-Transfer Contract" means a written instrument executed between a competent State authority of Vietnam and a Foreign Investor for the purposes of building [and] operating an infrastructure facility for a definite term; upon expiry of the term, the Foreign Investor shall transfer such facility to the State of Vietnam without compensation.
12. "Build-Transfer-Operate Contract" means a written instrument executed between a competent State authority of Vietnam and a Foreign Investor for the purpose of building an infrastructure facility; upon completion of construction, the Foreign Investor shall transfer such facility to the State of Vietnam [and] the Government of Vietnam shall confer upon the [Foreign] Investor the right to operate the facility for a definite term in order to recoup the invested capital and reasonable profits.
13. "Build-Transfer Contract" means a written instrument executed between a competent State authority of Vietnam and a Foreign Investor for the purpose of building an infrastructure facility; upon completion of construction, the Foreign Investor shall transfer such facility to the State of Vietnam [and] the Government of Vietnam shall provide the Foreign Investor with the opportunity to implement another project to recoup the invested capital and reasonable profits.
14. "Export Processing Zone" means an Industrial Zone7 exclusively for the production of goods for export [and] the performance of services for the production of goods for export and export activities, which has defined geographical boundaries [and] is established by the Government or the establishment of which is permitted by the Government.
15. "Export Processing Enterprise" means an enterprise exclusively for the production of goods for export or the performance of services for the production of goods for export and export activities, which is established and operates in accordance with the regulations of the Government on Export Processing Enterprises.
16. "Industrial Zone" means a zone exclusively for the production of industrial goods and the performance of services for industrial production, which is established by the Government or the establishment of which is permitted by the Government.
17. "Industrial Zone Enterprise" means an enterprise which is established and operates in an Industrial Zone.
18. "Investment Capital" means the capital for implementing an investment project, which consists of Legal Capital and loan capital8.
19. "Legal Capital"9 of an Enterprise With Foreign Capital Investment is the amount of capital required for the establishment of the Enterprise as stated in the Enterprise’s charter10.
20. "Portion of Capital Contribution" means the portion of capital contributed by each party to the Legal Capital of an enterprise.
21. "Reinvestment" means the use of the profits and other lawful receipts from investment activities in Vietnam for investment in the existing project or for a new investment in Vietnam in [any of] the forms of investment stipulated in this Law.
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>> Article 3

Foreign Investors may invest in Vietnam in the fields of the national economy.
The State of Vietnam encourages Foreign Investors to invest in the following fields and geographical areas:

1. Fields:

a.

Producing export goods;

b.

Raising, farming and processing agricultural, forestry and aquatic products;

c.

Using high technology [or] modern techniques11; protecting the ecological environment; [and] investing in research and development;

d.

Using many workers; processing raw materials; and using natural resources in Vietnam efficiently; [and]

e12. Constructing infrastructure and important industrial production establishments.

2. Geographical Areas:

a. Geographical areas with difficult socio-economic conditions; [and]
b. Geographical areas with especially difficult socio-economic conditions.

The State of Vietnam will not issue licenses for foreign investment in fields and geographical areas that would cause harm to national defense and security, historical relics, culture, good tradition [and] customs, and the ecological environment.

Based on the development plan [and] direction from time to time, the Government shall stipulate geographical areas where investment is encouraged, [and] shall promulgate a list of projects in respect of which investment is encouraged or especially encouraged, a list of the fields for which investment is subject to conditions, [and] a list of the fields for which investment licenses will not be issued.

Vietnamese private economic organizations may co-operate with Foreign Investors to invest in the fields and under the conditions stipulated by the Government.

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NOTES:

3. Ownership rights: The Vietnamese expression used here is "quyeàn sôû höõu", which is literally "ownership rights" in English. As defined under Article 173 of the 1995 Civil Code of Vietnam, ownership rights include the owner’s right to possess, right to use and right to dispose of property in accordance with the provisions of law.

4. Rights and interests: The drafters adopt the words "quyeàn lôïi" here and elsewhere in the original Vietnamese text of this Law. They also adopt the Vietnamese term "quyeàn" in other provisions of this Law. For translation purposes, the Vietnamese word "quyeàn" is translated as "right" or "rights" and the Vietnamese expression "quyeàn lôïi" is translated as "rights and interests" or "rights, interests" to reflect accurately their usage in the original Vietnamese text of this Law.

5. Defined terms: The original Vietnamese version of this Law does not capitalize the terms defined in Article 2. In this English translation, we have taken the liberty of capitalizing all the defined terms where applicable to conform with English legal drafting conventions. The drafters however capitalize a number of terms that are not defined in this Law, such terms include the "State of Vietnam", "Government" and "Ministries". These terms are also capitalized in this English translation.

6. Enterprise: The Vietnamese term "doanh nghieäp" used here and else where in this Law literally means "enterprise" in English. It is defined in the 1999 Enterprise Law of the Socialist Republic of Vietnam as an economic organization having a proper name, assets and permanent contact head office, and being registered for doing business in accordance with the provisions of law for the purpose of carrying out business activities

7. Industrial zone: The Vietnamese version does not capitalize this word. Most likely, the drafters refer to the term "Industrial Zone" defined in Article 2(16).

8 Capital loan: The English term "loan capital" is a literal translation of the Vietnamese term "voán vay" adopted in the Vietnamese version.

9. Legal capital: With respect to Vietnamese-owned enterprises established under the 1999 Enterprise Law of Vietnam, "legal capital" is the minimum amount of capital required under the provisions of law in order to form an enterprise.

10. Charter: (or "Ñieàu leä" in Vietnamese) is the equivalent of "articles of association" and "memorandum of association" of a corporation, and the equivalent of the "articles of partnership" of a partnership firm.

11. Techniques: The Vietnamese words used here are "kyõ thuaät hieän ñaïi". They may be expressed as "modern techniques" or "modern technical engineering" in English.

12. Alphabetical designation: In this Article and elsewhere throughout the translation, the Vietnamese alphabetical designation for Clause (e) has been changed to reflect the appropriate English alphabet designation. References in the original Vietnamese text to clauses succeeding Clause (e) are also changed in the translation accordingly.

 
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