1. The Government of the Socialist Republic of Vietnam creates favorable conditions for, and protects the legal rights and interests of parties who transfer technology to implement foreign investment projects in Vietnam; encourages and [provides] incentives to rapid transfers of technology, especially advanced technology.
2. The technology transferred into Vietnam to implement foreign investment projects must meet the following requirements:
   • Be technology for creating new and necessary products in Vietnam or for producing export goods;
   • Raise the technical functions and quality of products; raise production capacity;
   • Economize on raw materials, fuels; exploit and use natural resources efficiently.
     
     It is prohibited to transfer technology which adversely affects the ecological environment and labor safety.

1. Transfers of technology shall be implemented in the form of capital contribution or purchase of technology on the basis of a technology transfer contract. The technology transferor must have obtained the technology lawfully.
2. The value of the technology transferred for use as capital contribution shall be agreed upon by the parties and, in any case, [it] shall not exceed 20% of the Legal Capital.
3. When capital is contributed in [the form of] technology, the investor must prepare a technology transfer dossier. The technology transfer dossier shall be attached with the project dossier for seeking the issuance of an Investment License and must have the documents related to industrial property and certificate of protection of industrial property rights, and documents certifying the technical functions, and the principles of the agreement of the Joint Venture Parties as to the value of the technology.
   
   The contribution of capital [in the form of] technology must be considered and approved by the State Management Authority for Technology and the Environment.
4. Transfers of technology in the form of a purchase of technology shall be implemented on the basis of a technology transfer contract in accordance with the provisions of the law on technology transfer.

1. Based on the nature of the activities, the level of the technology and the degree of the impact on the environment, the Ministry of Science, Technology and the Environment shall promulgate a list of projects in respect of which a report assessing their impact on the environment must be prepared.
2. The preparation and evaluation of the environmental impact report shall accord with the provisions of the law on protection of the environment.
3. With respect to projects which are not on the above list, the investor needs only to present the factors which may affect the environment in the application dossier seeking permission for investment, and to state the measures for dealing with them and undertake to protect the environment during the course of construction and business operations.
4. In circumstances where the investor applies advanced international environmental standards during the course of construction and business operations in Vietnam, the investor needs only to register with the Statement Management Authority for Technology and the Environment.

1. Equipment, machinery and materials imported into Vietnam to implement an investment project must be ensured [of meeting] the standards and quality, and consistent with the production requirements and requirements for environmental protection and labor safety stated in the economic-technical statement, technical design and regulations on the import of equipment and machinery.
2. The value and quality of the equipment and machinery imported to implement an investment project must be inspected prior to their import or installation.
3. With respect to projects which have completed the installation and construction of the facility but an inspection has not been conducted in accordance with the provisions of this Decree, the inspection of the value of the equipment and machinery shall be decided by the Investment License Issuing Authority if [it is] deemed necessary.
4. The organization carrying out the inspection of the value of the imported equipment and machinery may be a Vietnamese inspection company, a joint venture inspection company, a one hundred per cent (100%) foreign-owned inspection company or an overseas inspection company. The investor must provide the Investment License Issuing Authority with information on the inspection company which it has chosen.
   
   The inspection organization shall bear legal and material liability regarding the results of the inspection. In the event that the results of the inspection is lower than the value reported by the investor, the investor must re-adjust the value in accordance with such results for implementation [purposes]. If it is discovered that the investor has committed an act of fraud, then depending on the degree of the violation, [the investor] shall be dealt with in accordance with the provisions of law.
5. In necessary circumstances, the Investment License Issuing Authority may order an inspection or request a re-inspection of the value of the imported equipment and machinery.

1. The application dossier for the lease of land which is attached to the application dossier for the issuance of an Investment License must have the following principle contents:
   • The location and area of the land for use;
   • The rental price as proposed by the [concerned] People’s Committee at the provincial level on the basis of the land rental price table stipulated by the Ministry of Finance;
   • The plan for compensation and site clearance which have been approved in principle by the [concerned] People’s Committee at the provincial level.
     
     
2. The preparation of the application dossier for the lease of land and land lease contract and the issuance of the Certificate of Land Use Rights shall be carried out in accordance with the regulations of the General Cadastral Department.
3. In circumstances where the contribution of capital in [the form of] the value of land use rights is permitted, the Vietnamese Party shall be responsible for completing the formalities to obtain the land use rights.
   
   In circumstances where the State of Vietnam leases land, the People’s Committee at the provincial level where the investment project is located shall be responsible for organizing compensation for and clearance of the site and completing the formalities for leasing the land.
   
   
4. With respect to land which has already been allocated to the Vietnamese Party for [its] use, when [such party] engages in investment co-operation with foreigners without altering the purpose for which the land [was allocated] for use, the investor shall be entitled to immediately initiate the formalities for design and construction or carry out other business activities in accordance with the regulations currently in effect after the issuance of the Investment License.

1. Within a time limit of 60 days after the issuance of the Investment License, Enterprises With Foreign Investment Capital and Business Co-operation Parties shall effect the registration of [their] import/export activities and shall register the products for domestic sales with the Ministry of Trade.
2. Based on the stipulations in their Investment License and economic-technical statement, Enterprises With Foreign Investment Capital and Business Co-operation Parties shall register [their] plan for the import of machinery, equipment, spare parts, materials, raw materials, etc. (hereinafter referred to as goods) for the entire duration of the project’s basic construction, or for each year separately, consistent with the progress of the construction of the Enterprise. The import plan may be supplemented and adjusted to conform with the timing of capital contributions, the progress of construction and production and business plan in the first month of each quarter and annually.
3. On an annual basis, based on the stipulations in their Investment Licenses, Enterprises With Foreign Investment Capital and Business Co-operation Parties shall register [their] plans for exporting products and domestic sales. In December of each year, these Enterprises and Business Co-operation Parties shall prepare a report on the results of implementing the import/export and domestic sales plans and forward proposals (if any) to the Ministry of Trade, as well as prepare the plans for import/export and domestic sales of products for the following year.
   
   In circumstances where the plan for the import/export of goods and the plan for domestic sales of products require supplementation and/or adjustment in respect of the quantity, types, value, etc., Enterprises With Foreign Investment Capital and Business Co-operation Parties must forward a written proposal to the Ministry of Trade for consideration and decision.
4. In circumstances where the commercial terms are the same, Enterprises With Foreign Investment Capital and Business Co-operation Parties must give priority to purchasing goods in Vietnam instead of importing.
5. On the basis of the Investment License and pursuant to the economic-technical statement and technical design of the facility and the provisions referred to in Clauses 2, 3 and 4 of this Article, the Ministry of Trade shall approve the import/export and domestic sales plans for each project within a time limit of 15 days from the date of receipt of the application dossier. If, upon the expiry of the above time limit, the Ministry of Trade has not yet given [its] approval, it must notify the [concerned] Enterprise and Business Co-operation Parties and clearly state the reasons [therefor]

1. Enterprises With Foreign Investment Capital and Business Co-operation Parties may carry out processing activities or re-process products in accordance with the objectives stipulated in their Investment License; processing contracts must be approved by the Ministry of Trade.
2. Enterprises With Foreign Investment Capital which mainly produce goods for export may establish Duty-Free Warehouses⁽⁾ at the Enterprises to service the production of goods for export. Goods brought into the Duty-Free Warehouses of the Enterprises are not yet subject to payment of import duties.
   
   Enterprises which are permitted to establish Duty-Free Warehouses for the above purpose must ensure of having the following conditions and formalities:
   
   • Export at least 50% of the products;
   • Goods brought from the Duty-Free Warehouses to the production facility must be registered and are subject to supervision by the customs authority;
   • Goods brought to Duty-Free Warehouses are not permitted to be sold in the Vietnamese market. In special circumstances where the Ministry of Trade agrees to permit [their] sale in the Vietnamese market, the enterprise must pay import duties and other taxes in accordance with the provisions of law currently in effect;
   • Goods brought to Duty-Free Warehouses may be re-exported or destroyed if they are damaged, their quality is reduced or they do not satisfy the requirements for production. The destruction [of the goods] must strictly comply with the regulations of the General Department of Customs and is subject to supervision by the customs authority, tax authority and environmental authority.

The General Department of Customs shall based themselves on the provisions above in order to provide guidelines for the issuance of Licenses to establish Duty-Free Warehouses at Enterprises and carry out the management and supervision of the activities of the Duty-Free Warehouses.

The employment of workers by an Enterprise With Foreign Investment Capital and for implementing a Business Co-operation Contract shall accord with the provisions of Article 25 of the Law on Foreign Investment in Vietnam.

When there is a need to use foreign workers, an Enterprise With Foreign Investment Capital and Business Co-operation Party is required to submit a statement explaining the necessity of using the foreign workers together with their professional certificates to the Bureau of Labor, Invalids and Social Affairs of the province or city where the head office of the Enterprises are located in order for it to consider the issuance of Working Permits in accordance with the provisions of the labor law.

Enterprises With Foreign Investment Capital and Foreign Business Co-operation Parties shall pay income tax at the rate of twenty-five percent (25%) of the profits received⁽⁾, except for the circumstances stipulated in Article 54 of this Decree.

With respect to the fields of exploration and exploitation of oil and gas and a number of other precious and rare resources, the income tax rate shall accord with the provisions of the Oil and Gas Law and relevant laws.

In cases where investment is encouraged, the applicable income tax rates shall be as follows:

Twenty per cent (20%) for projects that meet one of the following criteria:

• Export at least fifty per cent (50%) of their products;
• Employ five hundred (500) workers or more;
• Raise, farm and process agricultural, forestry and aquatic products;
• Use advanced technology or invest in research and development;
• Use a large quantity of raw materials and materials available in Vietnam; process and exploit natural resources in Vietnam efficiently; manufacture products containing a high ratio of locally produced components that satisfy the requirements under the regulations for each field.
  
  The income tax rate of 20% shall apply for 10 years as from the time when the project commences business and production activities.
  
  

Fifteen percent (15%) for projects that meet one of the following criteria:

• Export at least eighty percent (80%) of their products;
• Invest in the fields of metallurgy, basic chemicals, mechanics, petrochemicals or fertilizer; produce electronic components or automobile or motorbike components;
• Cultivate perennial vegetation for industrial use;
• Build-operate infrastructure facilities (bridges, roads, water drainage and supply, electricity, construction of ocean ports, etc.);
• Invest in areas with difficult natural and socio-economic conditions (including hotel projects);
• Transfer assets to the State of Vietnam without compensation at the end of the term of operation (including hotel projects);
• Projects that meet two of the criteria referred to in Clause 1 of this Article.

The income tax rate of 15% shall apply for 12 years from the time when the project commences business and production activities.

Ten per cent (10%) for projects involving:

• Construction of infrastructure facilities in areas with difficult natural and socio-economic conditions;
• Investment in mountainous, outlying and remote areas;
• Afforestation;
• Projects on the list of projects in respect of which investment is especially encouraged.
  
  

The income tax rate of 10% shall apply for 15 years as from the time when the project commences business and production activities.

With respect to investment projects in the form of a BOT, BTO or BT contract, projects for construction of infrastructure for Industrial Zones and Export Processing Zones, and projects investing in Industrial Zones and Export Processing Zones, the preferential income tax rates referred to in this Article shall apply for the entire duration of implementing the investment project.

1. Projects specified in Clause 1 of Article 54 of this Decree shall be granted exemption from income tax for one (1) year from the time when the business makes a profit and a reduction of fifty per cent (50%) for the two (2) subsequent years;
2. Projects specified in Clause 2 of Article 54 of this Decree shall be granted exemption from income tax for two (2) years from the time when the business makes a profit and a reduction of fifty per cent (50%) for the three (3) subsequent years;
3. Projects specified in Clause 3 of Article 54 of this Decree shall be granted exemption from income tax for four (4) years from the time when the business makes a profit and a reduction of fifty per cent (50%) for the four (4) subsequent years;
4. Afforestation projects and projects for construction of infrastructure facilities in mountainous, outlying and remote areas; projects of large scale and having a great socio-economic effect which are in the list of projects in respect of which investments are especially encouraged shall be granted an exemption from income tax for 8 years from the time when the business makes a profit;
   
   The period of exemption from and reduction of tax shall be calculated continuously from the first profit-making year.
   
   
5. The exemption from and reduction of income tax [referred to] above shall not apply to hotel projects (except for investments in mountainous, outlying and remote areas and in areas with difficult natural and socio-economic conditions, or where the assets are transferred to the State of Vietnam without compensation upon the end of the term of operation) and financing, banking, insurance, service-providing and commercial projects.
6. Investment projects which are the subjects referred to in Article 53 of this Decree may be considered for exemption from income tax for a maximum period not exceeding 2 years from the time when the business makes a profit if [they] invest in the field of production or invest in rural areas.

1. The profits received by foreign investors from investments in Vietnam (including the income tax amount which is refunded as a result of a re-investment and the amount of gains⁽⁾ received from a capital assignment) are subject to profit remittance tax if they are remitted abroad or allowed to be retained outside of Vietnam.
   • Five per cent (5%) of the profits remitted abroad with respect to foreign investors who contribute from 10 million US dollars or more to the Legal Capital or the Capital of a Business Co-operation;
   • Seven per cent (7%) of the profits remitted abroad with respect to foreign investors who contribute between 5 and 10 million US dollars to the Legal Capital or the Capital of a Business Co-operation;
   • Ten per cent (10%) of the profits remitted abroad with respect to foreign investors who contribute less than 5 million US dollars to the Legal Capital or the Capital of a Business Co-operation;
2. The tax rates for profit remittance tax shall be applied as follows:
3. The profit remittance tax shall be collected each time the profit is remitted.

1. Foreign investors who use their share of profits for re-investment shall be refunded the amount of income tax already paid on the amount of the profits re-invested if they meet the following conditions:
   • Re-investment in projects in the fields for which investment is encouraged as specified in Article 54 of this Decree;
   • The re-investment capital is used for 3 years or more.
   • The Legal Capital stated in the Investment License has been fully paid up;
2. The income tax refund rate for reinvestment shall be as follows:
   • 100% with respect to projects stipulated in Clause 3 of Article 54 of this Decree;
   • 75% with respect to projects stipulated in Clause 2 of Article 54 of this Decree;
   • 50% with respect to projects stipulated in Clause 1 of Article 54 of this Decree
3. When there is a need to use profits for re-investment, the foreign investor must prepare an application dossier for submission to the Ministry of Finance for consideration and decision. The application dossier shall include:
   • An application for a refund of taxes for re-investment;
   • The Investment License or the decision on amending and/or supplementing the Investment License with respect to the re-investment project.
   • A certification from the tax authority regarding the amount of income tax already paid.
4. Within 15 days from the date of receipt of the duly prepared application dossier, the Ministry of Finance shall notify the investor of its decision; in cases where [the re-investment] is approved, the investor may complete the formalities for a refund of the income tax for the portion of the investor’s profits which will be used for the re-investment. If, upon the expiry of the above time limit, the Ministry of Finance has not yet given [its] approval, it must notify the investor in writing and clearly state the reasons [therefor].
   
   In the event that the amount of profit for a re-investment is not used for the re-investment, the investor must return the portion of the income tax which has been refunded, including the interest [thereon] and shall be dealt with in accordance with the provisions of law.

1. Revenues shall include:
   • revenues from sales of products;
   • revenues from provision of services;
   • other revenues of the Enterprise.
2. Expenditures shall include:
   • expenditures for raw materials and fuel [used] for the manufacture of the principal products and secondary products or for the provision of services;
   • salaries, wages and allowances, and social insurance paid to workers;
   • depreciation of fixed assets in accordance with the regulations of the Ministry of Finance;
   • expenditures for purchasing, or paying for the use of, technical documents, patents, technology and technical services;
   • expenses for the management of the Enterprise;
   • taxes, charges and fees having a tax-like nature which must be paid (with the exception of income tax);
   • interest payments on loans;
   • payments for insuring the assets of the Enterprise;
   • other expenses, but not exceeding five per cent (5%) of the total expenditures.

1. Enterprises With Foreign Investment Capital and Business Co-operation Parties are exempted from import duties with respect to:
   • Equipment and machinery imported to form the fixed assets of the Enterprises or to form the fixed assets for performing the Business Co-operation Contract;
   • Means of carriage for specific use which are parts of the lines of technology imported to form the fixed assets of the Enterprises or to form the fixed assets for performing the Business Co-operation Contract and means of transportation to be used for carriage⁽⁾ of workers (automobiles having 24 seats or more, vessels);
   • Components, parts, separate devices, spare parts, support structures, moulds and accessories which accompany the equipment, machinery, means of carriage for specific use and means of transportation referred to above;

   The exemption of import duties with respect to the equipment, machinery and means of carriage referred to above shall also apply to the circumstances of expansion of the scale of the project and replacement and renovation of technology;

   Raw materials and materials imported in order to implement BOT, BTO and BT projects;

   Species of vegetation, breeder animals and generic pharmaceuticals for agriculture which are permitted to be imported in order to implement agricultural, forestry and fishery projects;

   Other goods and materials used for projects in respect of which investment is especially encouraged in accordance with the decision of the Prime Minister.

2. With respect to raw materials, separate devices, spare parts and materials imported for the production of export goods, import duties must be paid upon their importation into Vietnam and, upon export of the finished products, the above duty payments shall be refunded in accordance with the proportion of the finished products exported.
3. Pursuant to the Investment License, economic-technical statement and technical designs of the project, the Ministry of Trade will determine the list of goods which may be imported duty-free with respect to the goods referred to in Clause 1 of this Article.
4. The imported goods referred to in Clauses 1 and 2 of this Article shall not be assigned or sold in the Vietnamese market. In the event of assignment or sale in the Vietnamese market, there must be an approval from the Ministry of Trade and import duties, turnover tax or special sales tax must be paid in accordance with the provisions of law.
5. The patents, technical know-how, technological processes, technical services, etc. used as capital contributions shall be exempted from the taxes related to technology transfer.

1. Assignments of capital shall be carried out in accordance with the provisions of Article 34 of the Law on Foreign Investment in Vietnam.

The application dossier for the assignment shall include:

• The assignment contract;
• The resolution of the Board of Management;
• A report on the operational status of the Enterprise;
• The legal status, financial standing and authorized representative of the assignee (in the event that the assignment is made to a party outside the Joint Venture Enterprise).
  
  
2. An assignment shall take effect only after it has been approved by the Investment License Issuing Authority. The consideration and approval shall be carried out within 30 days from the date of receipt of the assignment application dossier. If, upon the expiry of the above time limit, the Investment License Issuing Authority has not yet given [its] approval, it must notify the investor in writing and clearly state the reasons.
3. The taxable gains⁽⁾ shall be determined as follows:
   1. The taxable gains shall be equal to the assignment value minus the original value of the portion of the capital which is assigned minus the assignment expenses, of which:
      • the assignment value shall be determined as the actual total value which the assignor will enjoy under the assignment contract;
      • the original value of the portion of the capital which is assigned shall be determined on the basis of the accounting books and documents at the time of capital contribution or the report on the investment capital final accounts;
      • in the event the succeeding investors assign their respective portion of capital contribution, the original value of the portion of the assigned capital for each subsequent assignment shall be determined as equal to the assignment value of the assignment contract immediately preceding it plus the value of additional capital contribution (if any).
      • the assignment expenses shall be the actual expenses directly related to the assignment according to the original documents recognized by the tax authority. In the event that the assignment expenses arise in foreign countries, such original documents must be certified by a notary public or an independent auditor at the place where the expenses arose.
        
        
   2. The rate for capital-gains tax⁽⁾ shall be 25% of the gains received⁽⁾.
      
      In the event of assignment of capital to State enterprises of Vietnam or to enterprises in which the State holds a controlling share, the foreign investor shall be exempted from capital-gains tax.
      In the event that the foreign investor assigns the capital to Vietnamese enterprises other than the enterprises referred to above, capital-gains tax must be paid at the rate of 10%

1. The accounting, auditing and statistical works in Enterprises With Foreign Investment Capital, and of the Foreign Parties to Business Co-operation Contracts, shall accord with the provisions of the laws on accounting, auditing and statistics of Vietnam.
2. Enterprises With Foreign Investment Capital and the Foreign Parties to Business Co-operation Contracts shall carry out [their] accounting in accordance with the Vietnamese accounting system.

   In the event that an Enterprise With Foreign Investment Capital and the Foreign Party to a Business Co-operation Contract have legitimate reasons which require [them] to adopt other common foreign accounting systems, [they] must seek approval of the Ministry of Finance.

3. The Foreign Parties to Business Co-operation Contracts shall carry out their accounting book keeping in accordance with the contents as appropriate for each form of business co-operation.
4. Enterprises With Foreign Investment Capital and the Foreign Parties to Business Co-operation Contracts must register the adopted accounting system with the Ministry of Finance and are subject to inspection by the finance authorities.

1. The unit of measure used in accounting and statistics shall be the official unit of measure of Vietnam. Other units of measure must be converted into the official unit of measure of Vietnam.
2. The monetary unit to be used for accounting and statistical book-keepings shall be Vietnamese Dong, but may [also] be a foreign currency unit as proposed by the Enterprise With Foreign Investment Capital and the Foreign Party to a Business Co-operation and approved by the Ministry of Finance.
3. The accounting and statistical book-keepings shall be carried out in the Vietnamese language or in both the Vietnamese language and a commonly-used foreign language.

Enterprises With Foreign Investment Capital and the Foreign Parties to Business Co-operation Contracts must submit their annual financial statements to the Investment License Issuing Authority, Ministry of Planning and Investment, Ministry of Finance and General Department of Statistics within 3 months from the end of the financial year of the Enterprise.

The report on the auditing results of an auditing company shall include the following principal contents:

1. Certification as to the objectivity, truthfulness and reasonableness of the financial statements and the accounting figures;
2. Remarks on and evaluation of the status of the implementation of the accounting works and the compliance with the accounting system, rules and law;
3. Recommendations.

The auditing report must have the signature of, and must clearly state the name and the Practise License registration number of the auditor, [and] the signature and seal of the auditing company.

1. Enterprises With Foreign Investment Capital and the Foreign Parties to Business Co-operation Contracts shall obtain insurance on the basis of an insurance contract signed with a Vietnamese insurance company or another insurance company licensed to operate legally in Vietnam.

1. After performing [their] tax obligations, foreign investors investing in Vietnam may remit abroad:
   • The profits received from the business operations;
   • The incomes from the provision of services and transfer of technology;
   • The principal of, and interest on, the overseas loans borrowed during the course of operation;
   • The Investment Capital;
   • Other sums of money and assets legally owned by them.
2. Upon termination and dissolution of their Enterprise, foreign economic organizations and individuals shall have the right to remit abroad [their] invested capital and re-invested capital in the Enterprise after settling all debts.
3. In the event that the sums of money stipulated in Clause 2 of this Article are remitted abroad as greater than the initial capital (original) and the re-invested capital, such difference may only be remitted abroad upon the approval of the Investment License Issuing Authority.

1. Entry visas shall be issued at diplomatic representatives or consular offices of the Socialist Republic of Vietnam in foreign countries no later than five (5) days after the applicant has completed the formalities for seeking the issuance of a visas;
2. In urgent cases for the handling of unforeseen situations, a foreigner may be granted an entry visa at the port of entry in accordance with the regulations in force.
3. In cases where a foreigner is a citizen of a country which has entered into an agreement with the Government of the Socialist Republic of Vietnam on the exemption of entry and exit visas, the signed agreement shall apply.

Following the completion of all necessary formalities with the management authority in charge of post and telecommunications, foreigners working for Enterprises With Foreign Investment Capital may:

• Use postal and telecommunication services provided by the Post Office of Vietnam;
• Organize their own communication system internally to run the business of the Enterprise.

The management of the construction of facilities with foreign investment capital shall be implemented in accordance with the following contents:

1. Issuance of a planning certificate in order for the investor to have a basis for preparing the investment project.
2. Evaluation of the planning and architectural [aspects] of investment projects involving construction works.
3. Evaluation of technical designs and decide the construction of the facility.
4. Inspection of the implementation of bidding in construction and issuance of construction and consultancy contracting licenses to contractors who are awarded the implementation of the projects or construction of the works in Vietnam.
5. Control the quality of the construction works.

The planning certificate and preliminary design representing the architectural approach must be attached to the application dossier for the issuance of the Investment License.

The evaluation of the planning and architectural approach for the facility shall be considered during the course of evaluating the investment project.

When evaluating the project, the Investment License Issuing Authority must seek the opinions of the Ministry of Construction and [concerned] People’s Committee at the provincial level on the planning and architecture with respect to projects involving construction works; with regard to other projects which are related to a branch-specific planning, [the Investment License Issuing Authority] must seek the opinions of the Ministry managing that branch with respect to [its] conformance with the branch’s construction planning and territorial planning.

The design of the construction works shall be evaluated in accordance with the following contents:

1. The legal status of the design organization;
2. The conformity of the design in comparison with the planning and architectural [aspects] which have been evaluated in the project and detailed plans which have been approved.
3. The compliance with the Vietnamese technical standards for design and construction or the technical standards of foreign countries which have been accepted by the Ministry of Construction.

   The investor shall bear liability under Vietnamese law regarding the safety of the facility, fire and explosion prevention and combatting, and protection of the environment during the construction of the facility as well as during the period of use of the facility.

The organization of an evaluation of the technical designs and decision on the construction shall be stipulated as follows:

1. The Ministry of Construction shall evaluate the technical designs of facilities which fall under Group A projects provided for in Article 93 of this Decree. The People’s Committees at the provincial level shall evaluate the technical designs of facilities which fall under Group B projects provided for at Article 93 of this Decree.
2. With respect to facilities which are Group A projects, the Ministry of Construction shall complete the evaluation of the technical design of the facility and shall notify the investor of [its] decision within twenty (20) days from the date of receipt of the application dossier. After the technical design of the facility has been approved, the investor may construct the facility.
3. With respect to facilities which are Group B projects, the People’s Committee at the provincial level shall complete the evaluation of the technical design of the facility and shall notify the investor of [its] decision within twenty (20) days from the date of receipt of the application dossier. After the technical design has been approved, the investor may construct the facility.
4. If, upon the expiry of the above-mentioned twenty days period, the authority evaluating the design fails to notify the investor of its decision, the investor may construct the facility.
5. No later than ten (10) days prior to commencing construction of the facility, the investor must notify the People’s Committee at the provincial level where the facility is constructed.

In order to implement an investment project, the investors must organize bidding or select consultants and designers, and organize bidding for the purchase of equipment and construction, etc. in accordance with the provisions of Vietnamese law on bidding.

Contractors must comply with the laws on construction, finance, import and export and relevant laws.

The investor shall bear liability before the law regarding the quality of the constructed facility.

The survey and design organizations and the construction contractors shall be liable to the investor and Vietnamese law for their portion of the works in respect of the quality of the facility.

Within six (6) months from the date of completion of the construction of the facility, the investor must submit a report on the final accounts for the investment capital to the Investment License Issuing Authority and Ministry of Planning and Investment. The investor shall be responsible for the truthfulness and accuracy of the report on the final accounts for the investment capital. The report on the final accounts for the construction of the facility must be certified by the inspection organization.

In necessary circumstances, the Investment License Issuing Authority may re-examine the report on the final accounts for the investment capital.

1. After receiving the project application dossier in accordance with the stipulations in Articles 10, 13 and 27 of this Decree, the Investment License Issuing Authority shall organize an evaluation of the project.
2. The contents of the evaluation of the investment project shall include:
   • The legal status and financial capacity of the foreign and Vietnamese investors;
   • The degree to which the objectives of the project shall conform with the planning;
   • The socio-economic benefits (capability for creating new production capacities, new industry and new products; the capability of creating jobs for workers; the economic benefits of the project and the sums⁽⁾ which will be submitted the [State] budget etc.);
   • The technical level and adopted technology, the rational use and protection of the resources and protection of the ecological environment;
   • The rationality of the use of land, plans for compensation and site clearance and valuation of the assets contributed by the Vietnamese Party to the capital (if any).

The authority for examining and approving investment projects shall be stipulated as follows:

1. The Prime Minister of the Government shall make decision as to Group A projects, including:
   • The construction of infrastructure for Industrial Zones and Export Processing Zones and BOT, BTO and BT projects;
   • Projects with an investment capital of 40 million US dollars or more in the fields of electricity, mining, oil and gas, metallurgy, cement, chemicals, ocean ports, airports, cultural and tourism areas, and the real estate business;
   • Ocean and air transport projects;
   • Postal and telecommunications projects;
   • Cultural, publishing, newspapers, broadcasting, television, training, scientific research and medical projects;
   • Projects on insurance, finance, auditing and inspections;
   • Projects for exploiting rare and precious natural resources;
   • Projects in the field of defense and security;
   • Projects using 5 hectares of urban land or more [or using] other types of land from 50 hectares or more.
2. The Ministry of Planning and Investment shall make decision on Group B projects (Group B projects are projects which are not stipulated in Clause 1 of this Decree), except as to the projects stipulated in Clause 3 of this Article and projects in respect of which the Industrial Zone Management Boards have been authorized to issue Investment Licenses.
3. The People’s Committees at the provincial level shall make decision on projects in respect of which the Government has issued a decision on the division of authority to issue Investment Licenses.

1. The evaluation of a project shall be stipulated as follows:
   • With respect to Group A projects, the Ministry of Planning and Investment shall obtain opinions of the relevant ministries, branches and People’s Committees at the provincial level for submission to the Prime Minister for consideration and decision. In the event that there are differences in opinions as to the important issues of the project, the Ministry of Planning and Investment shall set up an Advisory Board consisting of authorized representatives of the relevant authorities and experts to examine the project before making submission to the Prime Minister. Depending on each specific case, the Prime Minister may require the State Council for Evaluation of Investment Projects to study and advise in order for the Prime Minister to make a decision.
   • With respect to Group B projects, the Ministry of Planning and Investment shall obtain opinions of the relevant ministries, branches and People’s Committees at the provincial level before considering and making a decision.
2. The time limit for evaluating a project shall be specifically as follows:

   Within a period of 15 days from the date of receipt of the project dossier, ministries, branches and the People’s Committees at the provincial level shall forward their written opinions on the contents of the project which fall under their scope of management to the Ministry of Planning and Investment; if, upon the expiry of the above time limit, there are no written opinions, this shall be deemed an approval of the contents of the project.

   With respect to Group A projects, within a period of 40 days from the date of receipt of the dossier, the Ministry of Planning and Investment shall submit the evaluation opinions to the Prime Minister. Within a period of 7 days from the date of receipt of the decision of the Prime Minister approving the project, the Ministry of Planning and Investment shall issue the Investment License.

   With respect to Group B projects, within a period of 45 days from the date of receipt of the dossier, the Ministry of Planning and Investment shall complete the evaluation of the project and shall issue the Investment License.

   [If] the Ministry of Planning and Investment does not issue the Investment License within a period of 7 days after expiry of the prescribed time limit above, it shall provide written notification to the investor clearly stating the reasons [therefor] and, at the same time, shall forward copies [thereof] to the relevant authorities.

   The above period shall not include the time during which the investor is permitted to amend or supplement the application dossier for seeking the issuance of an Investment License.

   All of the Ministry of Planning and Investment’s requests to the investor on the amendment and supplement of the project dossier shall be made within 20 days from the date of receipt of the dossier.

3. The Investment License shall be made into copies which are forwarded to the relevant authorities.
4. The evaluation and issuance of the Investment License with respect to investment projects under the jurisdiction of the People’s Committees at the provincial level shall be implemented in accordance with the provisions of Article 100 of this Decree.
5. The evaluation and issuance of the Investment Licenses with respect to projects investing in Industrial Zones and Export Processing Zones shall be implemented in accordance with the provisions of Article 4 of this Decree and in accordance with regulations of the Government on Industrial Zones and Export Processing Zones.

1. The Ministry of Planning and Investment shall act as the focal authority for resolving matters arising during the course of forming, developing and implementing investment projects, including:
   • Guiding and coordinating with ministries, branches and the People’s Committees at the provincial level regarding the preparation of zoning plans, plans and lists of projects seeking for investment;
   • Presiding over the evaluation and issuance of Investment Licenses and adjusting Investment Licenses with respect to investment projects under its jurisdiction;
   • Conciliating disputes upon request;
   • Organizing the examination and inspection of the implementation of investment projects;
   • Assessing the socio-economic efficiency of the projects to which Investment Licenses have been issued;
   • Deciding the dissolution of Enterprises With Foreign Investment Capital and termination of Business Co-operation Contracts prior to [their] expiry with respect to projects under its jurisdiction.
2. The Ministry of Planning and Investment shall consolidate the status of issuance of Investment Licenses and foreign investment activities in Vietnam for the purposes of reporting to the Prime Minister and notifying ministries, branches and the People’s Committees at the provincial level periodically (6 months and annually).

Ministries, ministerial-level bodies and organs of the Government shall be responsible for:

• Contributing opinions in the evaluation of projects and adjustment of Investment Licenses;
• Promulgating and guiding the implementation of policies and technical, technological and environmental standards;
• Conducting branch-specific inspections; evaluating the socio-economic efficiency of the projects in the fields controlled by the branch.

The People’s Committees at the provincial level shall be responsible for:

1. Presiding over the evaluation and issuance of Investment Licenses and adjusting Investment Licences with respect to projects under their jurisdiction; participating in the evaluation of projects investing in their [respective] locality;
2. Performing State management over all projects with foreign investment capital in [their] territorial area in accordance with the following contents:
   • Supervising the implementation of capital contributions and implementation of the stipulations of the Investment Licenses and other relevant legal documents⁽⁾;
   • Supervising the implementation of the regulations on financial obligations, labor relations, salaries, social order and security, protection of the ecological environment and prevention and combatting of fires and explosions;
   • Issuing Certificates of Land Use Rights; organizing the implementation of site clearance; permitting the opening of head offices and branches; registering the residence and travel of foreigners working for the Enterprises; introducing Vietnamese workers to the Enterprises; registering professional practice, etc.
   • Participating together with ministries and branches in the branch-specific examination and inspection of the operations of Enterprises With Foreign Investment Capital.
   • Evaluating the socio-economic efficiency of direct foreign investment activities in their territorial area.

1. The conduct of examination and inspection of the operations of Enterprises With Foreign Investment Capital and Business Co-operation Parties must ensure that they are performed strictly in accordance with the functions and authority [of the examiner/inspector] and in compliance with the provisions of law.

   Examinations and inspections shall be carried out periodically or extemporanenously; extemporaneous examinations and inspections can only be carried out when the operations of the Enterprise or Business Co-operation Parties show signs of violating the law.

   Prior to conducting branch-specific examinations and inspections, the State authorities, within the scope of their functions, must notify the Ministry of Planning and Investment and the People’s Committee at the provincial level where the investment project is located for co-ordination purposes.

2. Organizations which, and individuals who, issue a decision to conduct an inspection which is not strictly in accordance with the law, or take advantage of the examination or inspection to cause trouble and difficulties to the business activities of the Enterprise, shall be dealt with in accordance with the provisions of law according to the degree [of violation].
3. 3. The Ministry of Planning and Investment shall provide detailed regulations regarding the organization and co-ordination in the tasks of examination and inspection with respect to foreign investment activities.

1. Investment projects with respect to which People’s Committees at the provincial level are delegated authority to issue Investment Licenses according to the division of authority must have the following standards and conditions:
   • Must conform with the approved zoning plans and socio-economic development plans;
   • Must not be Group A projects stipulated in Article 93 of this Decree.
2. There shall be no division [of the authority] to the People’s Committees at the provincial level for the issuance of Investment Licenses in respect of investment projects which are in the following fields (regardless of the scale of investment capital):
   • Oil and gas exploration, exploitation and services;
   • Energy industry;
   • Construction of seaports, airports, national roads and railways;
   • Cement, metallurgy, production of sugar, liquor, beer and cigarettes.
3. Based on the specific conditions of the provinces and cities directly under the Central Authority, the Prime Minister of the Government shall decide on the list of projects according to the fields and scale of investment capital for the division [of authority] to the People’s Committees at the provincial level for the issuance of Investment Licenses. The list of these People’s Committees at the provincial level and the above list of projects may be periodically supplemented and amended in order to conform with the actual situation of each locality.

1. The evaluation and issuance of Investment Licenses under the authority of the People’s Committees at the provincial level shall be implemented as follows:
   • The content of the evaluation of projects shall accord with the provisions of Article 92 of this Decree;
   • Within a period of 30 days from the date of receipt of the project dossier, the [concerned] People’s Committee at the provincial level shall complete the evaluation of the project and shall issue the Investment License;
     
     

   If the People’s Committee at the provincial level does not issue the Investment License within a period of 7 days after the expiry of the prescribed period above, it shall provide written notification to the investor clearly stating the reasons [therefor] and, at the same time, shall forward copies [thereof] to the relevant authorities.

   The time limit above shall not include the time during which the investor is permitted to amend and supplement the application dossier for seeking an Investment License.

   All the requests of the People’s Committee at the provincial level to the investor in respect of amending and supplementing the project dossier shall be made within 15 days from the date of receipt of the dossier.

2. The Investment Licenses shall be issued to investors in accordance with the unified form stipulated and promulgated by the Ministry of Planning and Investment.
3. Within 7 days from the date of issuance of the Investment License, the [concerned] People’s Committee at the provincial level shall forward to the Ministry of Planning and Investment (the original copy) and shall make copies [thereof] for forwarding to the Ministry of Finance, Ministry of Trade and the branch-specific managing Ministry and relevant State management authorities.
4. 4. Quarterly and annually, the People’s Committees at the provincial level shall report to the Ministry of Planning and Investment on the status of evaluation [of projects] and issuance of Investment Licenses.

The Government of Vietnam guarantees fair and appropriate treatment with respect to foreign investors investing in Vietnam in accordance with the provisions of the Law on Foreign Investment in Vietnam. In circumstances where the International Treaties on the Encouragement and Protection of Investment signed between the Socialist Republic of Vietnam and other countries contain provisions which differ from the provisions of the laws on foreign investment, the provisions of the International Treaties shall apply.

In circumstances where changes in the provisions of Vietnamese law cause damage to the interests of foreign investors which have been provided in the Investment License, the Investment License Issuing Authority shall take measures to resolve [such] satisfactorily so as to ensure the rights and interests of the investor by agreeing to adopt the following measures:

1. Amend the operation objectives of the project;
2. [Provide] tax reductions and exemptions within the framework of the law;
3. Consider the damage to the foreign investor as losses which may be carried forward to the subsequent years;
4. May consider satisfactory compensation in a number of necessary circumstances.

With respect to the project to which the People’s Committee at the provincial level has issued the Investment License, the People’s Committee at the provincial level must reach a unified opinion with the Ministry of Planning and Investment prior to making a decision to adopt the above measures.

1. Disputes between the parties to a Joint Venture Enterprise or a Business Co-operation Contract must first be resolved through negotiation and conciliation between the parties.

   In circumstances where the conciliation fails, the parties in dispute may agree on one of the following methods to resolve [the dispute]:

   • The Court of Vietnam;
   • Vietnamese arbitration or foreign arbitration or international arbitration;
   • An arbitration [body] which the parties agree to set up.
     
     
2. Disputes between Enterprises With Foreign Investment Capital or between Enterprises With Foreign Investment Capital and the Foreign Business Co-operation Parties and Vietnamese economic organizations shall be resolved at the Vietnamese court or by an arbitration organization in accordance with Vietnamese law.

Foreign investors, Business Co-operation Parties, Enterprises With Foreign Investment Capital and Vietnamese individuals and organizations must comply with the provisions of law.

Officials and State authorities of Vietnam are prohibited from taking advantage of their powers to cause difficulties and trouble and to hinder foreign investment activities; in cases of violation, depending on the degree [of violation] criminal investigation will be initiated in accordance with the provisions of law.

1. This Decree shall take effect from March 1, 1997; previous provisions which are inconsistent with this Decree shall all be superseded.
2. Ministers, heads of ministerial-level bodies, heads of organs directly under the Government and chairmen of People’s Committees of provinces and cities directly under the central authority shall be responsible for implementing this Decree.

• Recipients:
  • The politburo;
  • The Prime Minister and Deputy Prime Ministers of the Government;
  • The People’s Committees and People’s Councils of provinces and cities directly under the central authority;
  • The Ministries, Ministerial-level bodies, Governmental bodies;
  • The office of the National Assembly;
  • The office of the President of the State;
  • The office of the central authority and the committees of the Party;
  • The Supreme People’s Procuracy;
  • The Supreme People’s Court;
  • The central offices of mass associations;
  • The Official Gazette;
  • The Office of the Government; BTCN, PCN, bureaus, depts.;
  • Archive: QHQT (5), VT.