The establishment of the management team and the appointment of staff of a WFOE shall be decided by a foreign investor.

The registration of personnel of a WFOE, the representatives of the parties to a BCC and the operation office (with respect to a BCC) shall be in compliance with the provisions applicable to JVC’ s as stated in Article 25 of this Decree.

After being appointed, the GD of a FIE, representative of parties to a BCC shall make an announcement on a central or local daily newspaper in three consecutive issues regarding the following points:

1. Name and address of the enterprise or the place for performance of a BCC.
2. Names and addresses of the joint venture parties, parties to a BCC or foreign investors.
3. Legal representatives of the enterprise or the BCC.
4. Number and date of investment license, name of licensing body, duration of the enterprise or the BCC.
5. Investment capital and legal capital of the enterprise, the capital contribution ratio of each party and the capital contribution committed by the parties to a BCC.
6. Objectives and scope of operation.

1. Investment license shall be also a business registration certificate.
2. In respect of sectors and industries which require a business licence or practice certificate, a FIE and parties to a BCC shall only be required to register with a competent State body to develop its business activities in accordance with the provisions in the investment licence, and shall not be required to apply for a business licence or a practice certificate.
3. In respect of a number of sectors and industries where practice certificates are required by law, then before going into operations, FIEs or BCC parties must obtain practice certificates as regulated.

1. FIEs and parties to a BCC are allowed to set up branches outside the province or city where their head office are located or outside the main place of the BCC to conduct business within the scope and objectives stipulated in the investment licence.

Where necessary, in order to promote exports, a FIE may be allowed to set up branches or representative offices in foreign countries for marketing and sales purposes. The establishment of branches or representative offices in foreign countries must be considered and approval by the MPI.

2. FIEs are responsible for the activities of their branches and representative offices abroad. Income earned by branches or representative offices shall be included in the parent company in Vietnam, and shall be subject to business income tax at the rate stipulated in the investment license. Where a branch of a FIE is set up in a country which has concluded a double taxation agreement ("DTA") with Vietnam, the provisions in the DTA shall prevail.
3. The MPI shall provide guidance on procedures for establishment of branches or representative offices in foreign countries by a FIE.

1. In respect of sectors such as hotel, office and apartment for lease, golf course, sport club, entertainment, disease examination and treatment, education and training and some other sectors which require specialised managerial skills, FIEs and Parties to a BCC are allowed to hire a management company to manage their business activities
2. The hire of a management company shall not change or adversely affect the objectives of the project and the interests of the State of Vietnam as stipulated in the investment licence.
3. The hire of a management company shall be carried out through a management contract signed between a FIE or parties to a BCC and a management company. The management fee payable to a management company shall be agreed by the parties in a management contract, and shall be charged to the operating expenses of a FIE or parties to a BCC.

A management contract shall be effective only after it is approved by the licensing body.

4. The management company shall operate under the name and use the seal and account of a FIE or parties to a BCC. The management company shall be responsible before the FIE and parties to a BCC, and shall comply with the Vietnamese laws during the process of carrying out the rights and obligations stated in the management contract.

The management company must fulfil its tax obligations and other obligations in accordance with the current provisions of the law. FIEs or parties to a BCC shall be responsible for payment of these taxes to the State of Vietnam on the behalf of the management company.

In all circumstances, FIE or parties to a BCC shall be responsible before the law of Vietnam for all activities of the management company related to management operation stated in the management contract. The management company must directly be responsible before the law of Vietnam for its activities beyond the scope of the management contract.

After being granted an investment licence following the application for the re-structuring of the enterprise, the re-structured enterprise shall succeed the rights and obligations of the old enterprise(s) in accordance with scheme of re-structuring as stipulated at clause 2 Article 31 of this Decree.

1. When assigning capital, FIEs or parties to a BCC shall register the capital assignment contract with the licensing body.
2. Registration of the capital assignment contract shall include:

1. Application for capital assignment.
2. Capital assignment contract.
3. Resolution of the BOM in respect of a JVC or agreement of parties to a BCC.
4. Amended JV contract, BCC, enterprise’s charter.
5. A report on operation results of the enterprise.
6. Legal status, financial position of assignor in case of assignment of capital to party outside the enterprise.

3. Within 15 working days from day of receiving application for capital assignment, the licensing body shall issue an amended investment license.

1. During its course of operation, an FIE may restructure its investment capital, legal capital when there is change in objectives, scale of the project, partner, capital contribution method and others.
2. The restructure of investment capital stated in Clause 1 of this Article shall not reduce the legal capital to a lower ratio as stipulated at Article 14 and Article 23 of this Decree.
3. The re-structure of investment capital and legal capital, change of capital contribution ration of JVC parties shall be decided by the BOM and should be approved by the licensing body.

Where a foreign investor commits to transfer the properties of his own to the State of Vietnam or to a Vietnamese party without compensation in accordance with the provisions of the investment licence, the total transferred assets must be ensured to be in normal operating conditions.

Where a FIE or parties to a BCC terminate its operations before the terms of the investment licence, the foreign party shall be responsible for returning all incentives which it previously enjoyed due to its commitment to transfer properties without compensation.

When a FIE or parties to a BCC have proper reasons to temporarily cease their operations or relax the schedule for development and performance the project, they shall report to the licensing body. Except for the case of force majeure, the temporary cessation of operation or relaxation of the schedule for performance of the project shall be only implemented after being approved by the licensing body.

When a temporarily cessation of operation or a relaxation of the schedule for performance of the project is approved, a FIE or parties to a BCC may be entitled to tax exemptions or reductions.

The termination of operations, liquidation of assets and dissolution of a FIE or a BCC shall be carried out according to the following procedures:

1. The licensing body shall issue a decision on termination of operations of a FIE or a BCC in cases stipulated in Article 52 of the FIL in Vietnam.
2. The FIE or the parties to a BCC shall have responsibility to establish a liquidation board to liquidate assets of the enterprise or to liquidate the BCC.
3. After completing the liquidation, the FIE, parties to a BCC shall make out a report and submit it to the licensing body for consideration and issuance of the decision on dissolution of the enterprise or termination of the BCC.

Within 15 days from the date on which the licensing body issues the decision on termination of operations, the FIE or the parties to a BCC shall publish the termination of their operation in central and local newspapers in three (3) consecutive issues and work out the liquidation of assets of the enterprise and liquidate the contract.

1. After 30 days from the date on which the operation is expired or from the date on which the decision on termination of the operation before the expiry date of the investment licence becomes effective, the BOM of a JVC or the foreign investor (in case of a WFOE) or the parties to a BCC shall have responsibility to establish a liquidation board to liquidate assets of the enterprise or liquidate the BCC. The liquidation board shall comprise representatives of the joint venture parties or the foreign investor or the parties to a BCC, who are appointed by the parties.
2. Beyond the time limit stated in Clause 1 of this Article, if the liquidation board is not established, the licensing body shall issue a decision on setting up the liquidation board to carry out the liquidation of the enterprise or the BCC; the licensing body may invite representatives of relevant agencies or organisations or specialists, representative of the employees, and representative of the creditor to join in the liquidation board.
3. The decision on establishment of the liquidation board stated in clauses 2 and 3 of this Article must clearly define the number of members, functions, duties, powers and operation expenses of the liquidation board and shall be sent to the joint venture parties, the members of the BOM of the JVC or the foreign investor (in case of a WFOE) or the parties to a BCC.

FIEs and foreign parties to a BCC shall pay BIT at the tax rate of 25% of the profits earned, except for cases stipulated in Article 47 of this Decree.

In respect of the areas of exploration for and exploitation of oil and gas and a number of other rare and precious natural resources, BIT shall be subject to the provisions of the Law on Petroleum and other relevant legislation.

The tax rates provided for in article 46 of this Decree shall not apply to projects in the sector of hotels, offices and apartments for lease (except where investment is located in regions with specially difficult socio – economic conditions, regions with difficult socio-economic conditions or where assets shall be assigned to the state of Vietnam after the expiration of the duration of operation without any compensation) and projects in the fields of finance, banking, insurance, trade and provision of other services (except projects in IZs and EPZs)

The exemption from and reduction of BIT shall apply as follows:

1. Projects referred to in point 1 of article 46 of this Decree shall be exempted from BIT for one year commencing from the time when their operations start to earn profits and shall be granted a fifty (50) per cent reduction for the two subsequent years.
2. Projects referred to in point 2 of article 46 of this Decree shall be exempted from BIT for two (2) years commencing from the time when their operations start to earn profits and shall be granted a fifty (50) per cent reduction for the three subsequent years.
3. Projects referred to in point 3 of article 46 of this Decree and investment projects in regions where investment is encouraged shall be exempted from BIT for four (4) years commencing from the time when their operations start to earn profits and shall be granted a fifty (50) per cent reduction for the four subsequent years.

4. BOT, BTO, BT projects in regions where investment is encouraged, high-tech industrial projects, high-tech service projects in HTZs, afforestation projects, infrastructure construction projects in regions with specially difficult socio - economic conditions, large scale projects having significant socio -  economic impact which are included in the list of projects where investment is specially encouraged shall be exempted from BIT for eight (8) years commencing from the time when their operation start to earn profits.
5. The periods of tax exemption or reduction shall run consecutively from the first profit making year.

6. The exemption from and reductions of BIT provided for above shall not apply to projects in the sector of hotels, offices and apartments for lease (except in cases where the investment is located in regions with specially difficult socio - economic conditions, regions with difficult socio -  economic conditions, or where the assets are assigned to the state of Vietnam after the expiration of the duration of operation without any compensation), and investment projects in the fields of finance, banking, insurance, trade, provision of other services (except projects in IZs and EPZs).

1. When a FIE or a foreign party to a BCC fails, during the period of operation, to satisfy the conditions to enjoy the incentive BIT rates and BIT exemptions and reductions provided for in articles 46 and 48 of this Decree, the licensing body shall decide to adjust the tax rates and exemptions from and reductions of BIT stipulated in the investment license.
2. In the event of a natural calamity, fire or other events of force majeure occurring during the course of operations, the MOF shall make a decision regarding any tax exemption or reduction in accordance with the applicable regulations.

The capital assignment shall be carried out in accordance with the