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THE
GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.
108/2006/ND-CP
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Hanoi,
September 22, 2006
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DECREE
DETAILING
AND GUIDING THE IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE INVESTMENT LAW
THE
GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization
of the Government;
Pursuant to the November 29, 2005 Law on Investment;
At the proposal of the Minister of Planning and Investment;
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.- Scope of regulation
and subjects of application
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a/ This Decree details and guides the implementation of a
number of articles of the November 29, 2005 Law on Investment regarding
investment activities for business purposes; rights and obligations of
investors; guarantees for legitimate rights and interests of investors;
investment encouragement and incentives; and state management of investment in
Vietnam;
b/ Offshore investment; investment activities in the forms
of build-operate-transfer contract, build-transfer-operate contract and
build-transfer contract shall comply with separate regulations of the
Government;
c/ Indirect investment activities in the forms of purchase
of shares, share certificates, bonds and other valuable papers, investment in
securities and investment through other intermediary financial institutions
without direct participation of investors in managing and running economic
organizations shall comply with the law on securities and relevant laws;
d/ Specific investment activities provided in a
specialized law shall comply with that law.
2. This Law applies to investors defined in Clause 4,
Article 3 of the Law on Investment; organizations and individuals involved in
investment activities.
Article 2.- Interpretation of
terms
In this Decree, the terms below are construed as follows:
1. Investment capital means amounts in Vietnam dong or
freely convertible foreign currencies and other lawful assets used for carrying
out investment activities in the form of either direct or indirect investment.
Lawful assets include:
a/ Shares, share certificates or other valuable papers;
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c/ Rights under contracts including turn-key contracts,
construction contracts, management contracts, product or revenue sharing
contracts;
d/ Rights to recover debts and contractual rights of
economic value;
e/ Technology and intellectual property rights, including
trade marks, industrial designs, inventions, trade names, origin or
appellation of origin of goods;
f/ Rights of assignment, including rights to exploration
and exploitation of natural resources;
g/ Immovables, rights to immovables, including rights to
lease, to transfer, to make capital contribution, to mortgage and to provide
guarantee;
h/ Profits generated from investment activities, including
profits, share interests, dividends, royalties and assorted charges;
i/ Assets and other rights of economic value as provided
for by law and treaties to which Vietnam is a contracting party.
2. New investment project means a project executed for the
first time or an investment project independent from a currently operating
project.
3. Expansion investment project means an investment
project for the development of a currently operating investment project in order
to expand scale, increase output or business capacity, renew technology,
improve product quality and mitigate environmental pollution.
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Article 3.- Application of
investment law, treaties, foreign laws and international investment practice
1. The application of investment law, treaties, foreign
laws and international investment practice shall comply with the provisions of
Article 5 of the Investment Law.
2. When a Vietnamese law that is promulgated after Vietnam
becomes a contracting party to a treaty contains provisions which are more
favorable than those of the treaty, investors are entitled to select the application
of the treaty or the Vietnamese law.
Article 4.- Language
The dossier of an investment project and official
documents sent to Vietnamese state agencies must be in Vietnamese for domestic
investment projects; for foreign investment projects, they must be in
Vietnamese or in both Vietnamese and a common foreign language. If there is a
disparity between the Vietnamese and the foreign language versions, the
Vietnamese one 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 provided in Articles 21, 22, 23, 24, 25 and 26 of
the Investment Law and the provisions of this Decree.
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1. Domestic investors that have an investment project
associated with the establishment of an economic organization shall carry out
procedures for business registration in accordance with the Enterprise Law
and relevant laws and shall carry out investment procedures in accordance
with the Investment Law and this Decree.
2. Foreign investors investing in Vietnam for the first
time must have an investment project and shall carry out investment procedures
in order to be granted an investment certificate under the provisions of the
Investment Law and this Decree. The investment certificate is concurrently the
business registration certificate.
3. For foreign investors that have been granted an
investment certificate in Vietnam:
a/ If they have a new investment project but do not
establish a new economic organization, they shall carry out investment
procedures so as to be granted an investment certificate under the provisions
of the Investment Law and this Decree;
b/ If they have a new investment project associated with
the establishment of a new economic organization, they shall carry out
investment procedures under the provisions of Clause 2 of this Article.
Article 7.- Establishment of
economic organizations with 100% capital of investors
1. Domestic investors and foreign investors may invest in
the form of 100% of their own capital to establish limited liability companies,
joint-stock companies, partnerships or private enterprises under the provisions
of the Enterprise Law and relevant laws.
2. Enterprises with 100% foreign investment capital which
have been established in Vietnam may cooperate with one another and with
foreign investors to establish new enterprises with 100% foreign investment
capital.
3. An enterprise with 100% foreign investment capital
shall have the legal person status under Vietnamese law, be established and
operate from the date of grant of the investment certificate.
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1. Foreign investors may enter into joint ventures with
domestic investors to establish limited liability companies with two or more
members, joint-stock companies or partnerships under the provisions of the
Enterprise Law and relevant laws.
2. An enterprise established under the provisions of
Clause 1 of this Article may enter into a joint venture with domestic investors
and foreign investors to invest in the establishment of a new economic
organization under the provisions of the Enterprise Law and relevant laws.
3. An enterprise investing in the form of a joint venture
shall have the legal person status under Vietnamese law, be established and
operate from the date of grant of the investment certificate.
Article 9.- Investment in the form
of business cooperation contract
1. In the case of investment in the form of business
cooperation contract between one or more foreign investors and one or more
domestic investors (hereinafter referred to as business cooperation parties for
short), the business cooperation contract must stipulate the interests and
responsibilities of, and the sharing of business results to, each business
cooperation party.
2. Business cooperation contracts in the domain of prospecting,
exploration for and exploitation of oil and gas and some other natural
resources in the form of product sharing contract must comply with the
provisions of relevant laws and the Investment Law.
3. A business cooperation contract signed between domestic
investors for investment and business purposes must comply with the provisions
of law on economic contracts and relevant laws.
4. In the process of investment and business, the business
cooperation parties may agree to establish a coordination board for the
performance of the business cooperation contract. The functions, tasks and
powers of the coordination board shall be as agreed by the business cooperation
parties. The coordination board is not a leadership body of the business
cooperation parties.
5. A foreign business cooperation party may set up an
executive office in Vietnam to act as its representative in the performance of
the business cooperation contract.
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Article 10.- Investment in the
form of contribution of capital to, purchase of shares from, merger with or
acquisition of enterprises
1. Investors are entitled to contribute capital to,
purchase shares from, merge with or acquire enterprises in order to participate
in management of investment activities under the provisions of the Enterprise
Law and relevant laws. Merging or acquiring enterprises shall take over the
rights and obligations of merged or acquired enterprises, unless otherwise
agreed by the parties.
2. When an investor contributes capital to, purchases
shares from, merges with or acquires an enterprise in Vietnam, the investor
shall comply with the provisions of treaties to which Vietnam is a contracting
party on the ratio of capital contribution, forms of investment and the market
opening roadmap; shall observe the provisions of the competition law and
enterprise law on conditions for economic concentration; and shall meet
investment conditions, if the investment project is in a conditional investment
domain.
Chapter III
RIGHTS AND OBLIGATIONS OF INVESTORS
Article 11.- Right to investment
and business autonomy
1. Investors are entitled to investment and business
autonomy as provided in Article 13 of the Investment Law, except for investment
and business in the domains banned by law from investment and business.
2. For conditional investment domains, investors are
entitled to investment and business autonomy if they meet investment conditions
as required by law.
Article 12.- Right to access and
use credit capital sources, land and natural resources
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Article 13.- Right to hire and
employ laborers and set up trade unions
Investors are entitled to:
1. Hire domestic and foreign laborers as managers,
technicians and specialists in accordance with the requirements of production
and business. If a treaty to which Vietnam is a contracting party contains
different provisions, the provisions of that treaty shall be applied.
2. Decide on salaries and minimum salary level for
laborers in accordance with the labor law.
3. Set up trade unions in enterprises in accordance with
law.
Article 14.- Rights to import,
export, advertise, conduct marketing, conduct processing and re-processing
related to investment activities
Investors are entitled to:
1. Directly export or entrust the export of, directly
import or entrust the import of, equipment, machinery, supplies, raw materials
and goods for investment activities; advertise, conduct marketing, process and
re-process goods related to investment activities under the provisions of
Article 15 of the Investment Law and the provisions of the commercial law.
2. Invest in the domains of importation, exportation,
distribution and other commercial services in accordance with the investment
law, the commercial law and treaties to which Vietnam is a contracting party.
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1. Export processing enterprises may buy goods from the
domestic market for production, processing, re-processing or assembly of export
goods or for export, except for goods banned from export.
2. Export processing enterprises may sell into the
domestic market the following goods:
a/ Products made by export processing enterprises and not
banned from import;
b/ Products made by export processing enterprises and
needed by the domestic market;
c/ Scraps and defective products collected in the process
of production which are not banned from import or are permitted for import
under 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 as provided for
in the commercial law.
Article 16.- Right to open bank
accounts and buy foreign currencies
1. Investors may open Vietnam dong and foreign currency
accounts at credit institutions located in Vietnam in accordance with the law
on foreign exchange management. If obtaining approval of the State Bank of
Vietnam, investors may open accounts at overseas banks.
The conditions and procedures for opening, using and
closing accounts at credit institutions located in Vietnam and overseas banks
shall be as provided for in the law on foreign exchange management and relevant
laws.
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3. The Government shall support foreign exchange balancing
when licensed credit institutions cannot fully satisfy the demand for foreign
currency of investors for a number of important investment projects in the following
domains:
a/ Energy;
b/ Waste treatment;
c/ Construction of traffic infrastructure.
4. The Prime Minister shall decide to guarantee the
foreign currency balancing for investors having investment projects in the
domains specified in Clause 3 of this Article. A guarantee of foreign currency
balance shall be stated in the investment certificates.
Article 17.- Right to access land
funds, to mortgage land use rights and assets attached to land
1. Provincial-level Peoples Committees shall make public
land use plannings and plans already approved by competent authorities so that
investors can access land funds for investment development.
2. Investors may mortgage land use rights and assets
attached to land with credit institutions licensed to operate in Vietnam to
borrow capital for executing investment projects in accordance with the land
law and relevant laws.
Article 18.- Other rights of
investors
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2. To access and use public services and utilities on the
principle of non-discrimination among investors.
3. To select forms of investment, scale of investment and
ratio of investment capital, and to determine their investment and business
activities. If a treaty to which Vietnam is a contracting party contains
different provisions, the provisions of the treaty shall be applied.
4. To access legal documents and policies on investment;
data on the national economy and each economic sector, and other socio-economic
information relating to investment activities.
5. To give comments on investment law and policies right
at the drafting stage in accordance with law.
6. To lodge complaints, denunciations or initiate lawsuits
in accordance with law against any organizations or individuals that commit
acts in violation of the investment law.
7. To exercise other rights as provided for by law.
Article 19.- Rights of investors
in industrial parks, export processing zones, hi-tech parks or economic zones
1. In addition to the rights specified in Articles 11, 12,
13, 14, 15, 16, 17 and 18 of this Decree, investors investing in production and
business activities in industrial parks, export processing zones, hi-tech parks
or economic zones have the following rights:
a/ To lease or purchase workshops, offices, storehouses
and storing yards already built in industrial parks, export processing zones,
hi-tech parks or economic zones for production and business purposes;
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c/ To transfer and receive the transfer of the rights to
use, lease or sublease land on which technical infrastructure works have been
built within industrial parks, export processing zones, hi-tech parks or economic
zones for building workshops, offices and other works for production and
business purposes in accordance with the land law and the real estate business
law.
2. Investors investing and commercially operating
infrastructures in industrial parks, export processing zones, hi-tech parks or
economic zones have the following rights:
a/ To build workshops, offices, storehouses and storing
yards in industrial parks, export processing zones, hi-tech parks or economic
zones for sale or lease;
b/ To determine charge rates for lease or sub-lease of
land areas with technical infrastructure; to determine charge rates for use of
technical infrastructure works and other service facilities in industrial
parks, export processing zones, hi-tech parks or economic zones; and to fix
charge rates for lease or selling prices of workshops, offices, storehouses and
storing yards, and to determine service charge rates;
c/ To collect charges for the use of infrastructure works,
service facilities and public utilities in industrial parks, export processing
zones, hi-tech parks or economic zones in accordance with regulations of the
Ministry of Finance;
d/ To transfer to other investors the rights to use, lease
and sub-lease land areas with technical infrastructure in industrial parks,
export processing zones, hi-tech parks or economic zones in accordance with the
land law and the real estate business law.
Article 20.- Right to investment
guarantee in case of changes in law and policy
1. When a newly promulgated law or policy adversely
affects legitimate interests to which investors are entitled before the new law
or policy takes effect, investors shall be guaranteed either entitlement to the
preferences stated in their investment certificates or application of one or
some of the following measures:
a/ Continued enjoyment of the existing rights and
preferences;
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c/ Adjustment of the objectives of the project;
d/ Consideration for compensation in some necessary cases.
2. With regard to the measure of compensation referred to
at Point d, Clause 1 of this Article, the investment certificate-granting
agency shall submit to the Prime Minister for decision the guarantee of the
investors interests upon any change in law or policy adversely affecting the
investors legitimate interests.
Article 21.- Obligations and
responsibilities of investors
1. Obligations of investors:
a/ To comply with the investment law; and conduct
investment activities in accordance with the contents of investment
registration documents and investment certificates;
b/ To fulfill all financial obligations in accordance with
law;
c/ To observe the laws on accountancy, audit and
statistics;
d/ To perform obligations in accordance with the insurance
and labor laws; to respect the honor, dignity and ensure legitimate rights and
interests of laborers;
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f/ To observe the environment law;
g/ To perform other obligations as provided for by law.
2. Responsibilities of investors:
a/ To be liable for the accuracy and truthfulness of the
contents of investment registration documents, investment project dossiers and
for the legality of documents in investment project dossiers;
b/ To report on their investment activities under the
provisions of this Decree and relevant laws and be liable for the accuracy and
truthfulness of the contents of their reports;
c/ To supply documents, materials and information relating
to the contents of examination, inspection and supervisions of investment
activities to competent state agencies in accordance with law.
Chapter IV
DOMAINS AND GEOGRAPHICAL AREAS ENTITLED TO INVESTMENT
PREFERENCES; INVESTMENT PREFERRECENS AND SUPPORTS
Section I. INVESTMENT PREFERENCES
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1. The list of domains entitled to investment preferences,
including domains entitled to special investment preferences and domains
entitled to investment preferences, is included in Appendix I to this Decree.
2. The list of geographical areas entitled to investment
preferences, including geographical areas facing extremely difficult
socio-economic conditions and geographical areas with difficult socio-economic
conditions, is included in Appendix II to this Decree.
3. Investment projects in the domains entitled to special
investment preferences defined in Appendix I to this Decree are eligible for
investment preferences like investment projects located in geographical areas
with extremely difficult socio-economic conditions defined in Appendix II to
this Decree.
Article 23.- Conditional
investment domains and domains banned from investment
1. Condition investment domains and domains banned from
investment are defined in Articles 29 and 30 of the Investment Law.
2. The list of conditional investment domains applicable
to foreign investors is included in Appendix III to this Decree. The list of
domains banned from investment is included in Appendix IV to this Decree.
Article 24.- Subjects entitled to
investment preferences
Investors having investment projects, including expansion
investment projects, in domains or geographical areas entitled to investment
preferences defined in this Decree are entitled to investment preferences in
accordance with the Investment Law and relevant laws.
Article 25.- Enterprise income
tax and import duty preferences
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2. Investors having investment projects in domains or
geographical areas entitled to investment preferences defined in this Decree
are entitled to import duty preferences for imports in accordance with the law
on import and export duties.
Article 26.- Preferences related
to land use tax, land use levy, land rent and water surface rent
Investors to whom the State assigns land without
collection of land use levies, assigns land with collection of land use levies
or the State leases land and who have investment projects in domains or
geographical areas entitled to investment preferences defined in this Decree
are entitled to exemption from or reduction of land use tax, land use levy,
land rent or water surface rent in accordance with the land law and the
taxation law.
Article 27.- Procedures for
implementation of investment preferences
Procedures for implementation of investment preferences
shall be as provided in Article 38 of the Investment Law.
Article 28.- Adjustment and
supplementation of investment preferences
1. If, during execution of an investment project, an
investor satisfies conditions for enjoying more investment preferences, the
investor is entitled to these investment preferences and has the right to
request the investment certificate-granting agency to adjust and supplement
investment preferences defined in the granted investment certificate.
2. If, during execution of an investment project, an
investor fails to satisfy conditions for enjoying investment preferences, the
investor is not entitled to these investment preferences.
3. The state management agency implementing investment
preferences shall notify in writing the investment certificate-granting agency
of the investors failure to satisfy the conditions for entitlement to
investment preferences.
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1. An investor currently entitled to investment
preferences under the provisions of the Law on Domestic Investment Promotion,
the Law on Foreign Investment in Vietnam, the Cooperatives Law and tax laws
continues to be entitled to these investment preferences.
2. An investor who has a currently operating investment
project and falls into the subject defined in Article 24 of this Decree
continues to be entitled to investment preferences for the remaining preference
period following the effective date of this Decree.
3. When a newly promulgated law or policy provides
benefits and preferences higher than those that an investor are currently
enjoying, the investor is entitled to the new benefits and preferences for the
remaining preference period (if any) following the effective date of the new
law or policy.
4. If a treaty to which Vietnam is a contracting party
contains provisions different from those of Clauses 1, 2 and 3 of this Decree,
the provisions of Article 3 of this Decree shall be applied.
Section II. INVESTMENT SUPPORTS
Article 30.- Technology transfer
supports
1. The Government shall create favorable conditions for
and shall ensure legitimate rights and interests of technology transfer
parties, including capital contribution in technology to execute investment
projects in Vietnam in accordance with the intellectual property law and the
technology transfer law.
The value of a technology used for capital contribution or
of a transferred technology shall be as agreed by the parties and stated in the
technology transfer contract.
2. The Government shall encourage the transfer into
Vietnam of advanced technology, source technology and other technologies for
the creation of new products, raising of production capability,
competitiveness, product quality, conservation and efficient use of raw
materials, fuels, energy and natural resources; and shall encourage investment
in technology renewal, improvement of management capability and use of
technology.
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4. The rights and obligations of technology transfer
parties and the process and procedures for technology transfer shall be as
provided in the technology transfer law.
Article 31.- Training supports
1. The Government shall encourage and support investors to
set up training support funds from capital contributions and aid from
organizations and individuals at home and abroad as follows:
a/ Training support funds shall be set up and operate for
non-profit purposes, and are eligible for tax exemption and reduction in
accordance with the taxation law;
b/ Training expenses paid by economic organizations shall
be accounted as reasonable expenses when determining taxable enterprise income.
2. The Government shall provide supports from the budget
for the training of laborers in economic organizations through the human
resource training support programs.
3. The Government shall adopt plans and programs to
support the training of human resources for small- and medium-sized
enterprises.
Article 32.- Supports for
development investment and investment services
1. The Government shall provide development investment
supports for projects that satisfy the following conditions:
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b/ Projects complying with the provisions of law;
c/ Projects complying with the provisions of treaties to
which Vietnam is a contracting party.
2. Credit support for investment development shall be
provided in accordance with the law on the States credit for development
investment.
3. The Government shall encourage and support
organizations and individuals, irrespective of their economic sector, to
provide 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/ Supply of market information, scientific, technical and
technological information and socio-economic information upon request of
investors;
e/ Marketing, investment and trade promotion;
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g/ Establishment of design centers and testing centers to
support the development of small- and medium-sized enterprises.
Article 33.- Supports for
investment in the construction of infrastructure outside the fences of
industrial parks, export processing zones and hi-tech parks
1. The Government shall encourage and adopt preferential
policies for all economic sectors to invest in building technical
infrastructure works and social infrastructure outside the fences of industrial
parks, export processing zones and hi-tech parks.
2. On the basis of the Prime Minister-approved master plan
on development of industrial parks, export- processing zones, hi-tech parks and
economic zones, ministries, branches and Peoples Committees of provinces and
centrally run cities (below referred to as provincial-level Peoples Committees)
shall work out investment plans and organize the building of technical
infrastructure works and social infrastructure outside the fences of industrial
parks, export processing zones, hi-tech parks and economic zones.
3. Provincial-level Peoples Committees shall balance local
budgets to support investment in the building of technical infrastructure works
and social infrastructure outside the fences of industrial parks, export
processing zones, hi-tech parks and economic zones.
Article 34.- Supports for
investment in infrastructure systems inside the fences of industrial parks and
export processing zones
1. The Prime Minister shall stipulate the conditions,
principles, limits and construction components eligible for central budget
supports in some localities with difficult socio-economic conditions and in
geographical areas with extremely difficult socio-economic conditions so that
local administrations can join investors in investing in the development of
technical infrastructure systems inside the fences of industrial parks and
export processing zones.
2. Provincial-level Peoples Committees shall balance local
budgets to support investors to invest in the development of technical
infrastructure systems inside the fences of industrial parks and export
processing zones.
Article 35.- Modes of investment
in technical infrastructure systems in industrial parks and export processing
zones
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2. For geographical areas with extremely difficult
socio-economic conditions, on the basis of the practical local conditions,
provincial-level Peoples Committees shall submit to the Prime Minister for
permission the establishment of revenue-generating non-business units to act as
investors of investment projects on building and commercial operation of
technical infrastructures in industrial parks or export processing zones.
Article 36.- Supports for
investment in developing technical infrastructure systems in economic zones and
hi-tech parks
1. The Government shall provide supports from the investment
capital source of the budget for the following cases:
a/ Investment in developing technical infrastructure
systems and social infrastructures outside functional zones and important
public service facilities in economic zones;
b/ Compensation for ground clearance within functional
zones, resettlement and re-sedentarization for households whose land is
recovered;
c/ Investment in concentrated wastewater and waste
treatment facilities of functional zones.
2. The Government shall encourage and adopt preference
policies for investors of all economic sectors to invest in developing
technical infrastructure systems and social infrastructure in economic zones.
3. The Prime Minister shall decide on modes of mobilizing
capital from other sources for investment in developing technical
infrastructure systems and social infrastructures in economic zones.
4. Supports for investment in developing infrastructure
systems in hi-tech parks shall be provided in accordance with the law on
hi-tech parks.
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PROCEDURES FOR DIRECT INVESTMENT
Section I. COMPETENCE TO APPROVE AND
GRANT INVESTMENT CERTIFICATES
Article 37.- Projects for which
the Prime Minister shall approve the investment policy
1. Investment projects in the following domains,
irrespective of the source of capital and the scale of investment:
a/ Building and commercial operation of airports;
transportation by air;
b/ Building and commercial operation of national seaports;
c/ Exploration for, exploitation and processing of oil and
gas; exploration for and exploitation of minerals;
d/ Radio and television broadcasting;
e/ Casino business;
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g/ Establishment of university-level training
establishments;
h/ Establishment of industrial parks, export processing zones,
hi-tech parks and economic zones.
2. Investment projects other than those defined in Clause
1 of this Article, irrespective of the source of capital, and having an
investment capital of VND 1,500 billion or more in the following domains:
a/ Electricity business; mineral processing; metallurgy;
b/ Building of railway, road and inland waterway
infrastructure;
c/ Production and business of alcohol and beer.
3. Foreign investment projects in the following domains:
a/ Ocean shipping business;
b/ Establishment of networks for and provision of postal,
delivery, telecommunications and Internet services; establishment of wave
transmission networks;
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d/ Establishment of independent scientific research
institutions.
4. When an investment project defined in Clause 1, 2 or 3
of this Article is included in the planning approved by the Prime Minister or
by a person authorized by the Prime Minister and satisfies the conditions
required by law and treaties to which Vietnam is a contracting party, the
investment certificate-granting agency shall carry out procedures for granting
a investment certificate to the project without having to submit the project to
the Prime Minister for decision on the investment policy.
5. When an investment project defined in Clause 1, 2 or 3
of this Article is not included in the planning approved by the Prime Minister
or by a person authorized by the Prime Minister or does not satisfy conditions
for opening the market in treaties to which Vietnam is a contracting party, the
investment certificate-granting agency shall assume the prime responsibility
for consulting the branch-managing ministry, the Ministry of Planning and
Investment and other concerned agencies, sum up their opinions and submit the
project to the Prime Minister for decision on the investment policy.
6. When an investment project defined in Clause 1, 2 or 3
of this Article is in a domain which has no planning yet, the investment
certificate-granting agency shall consult the branch-managing ministry, the
Ministry of Planning and Investment and other concerned agencies, sum up their
opinions and submit the project to the Prime Minister for decision on the
investment policy.
Article 38.- Projects for which
provincial-level Peoples Committees shall grant investment certificates
Provincial-level Peoples Committees shall make investment
registration and grant investment certificates for the following projects:
1. Investment projects outside industrial parks, export
processing zones, hi-tech parks and economic zones, including also investment
projects defined in Article 37 of this Decree and for which the Prime Minister
has approved the investment policy.
2. Investment projects on development on infrastructures
in industrial parks, export processing zones or hi-tech parks in localities
which have not yet set up industrial park, export processing zone and hi-tech
park management boards.
Article 39.- Projects for which
industrial park, export processing zone, hi-tech park and economic zone management
boards shall grant investment certificates
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1. Investment projects within industrial parks, export
processing zones, hi-tech parks and economic zones, including also investment
projects defined in Article 37 of this Decree and for which the Prime Minister
has approved the investment policy.
2. Investment projects on development of infrastructures
in industrial parks, export processing zones, hi-tech parks and economic zones.
Article 40.- Agencies receiving
investment project dossiers
1. Provincial/municipal Planning and Investment Services
shall receive dossiers of investment projects defined in Article 38 of this
Decree to be executed in their localities .
2. Management boards shall receive dossiers of investment
projects defined in Article 39 of this Decree to be executed in their
localities.
3. For an investment project to be executed in a locality
not yet covered by the administrative management of a province or a centrally
run city or an investment project to be executed in more than one province or
centrally run city, its dossier shall be submitted to the Planning and
Investment Service of the locality where the investor has opened or intends to
set up the head office or branch or executive office in order to execute the
investment project.
4. Agencies receiving investment project dossiers shall
guide and check the validity of investment project dossiers and carry out
investment procedures under the provisions of this Decree.
Article 41.- Contents of
investment certificates
1. The form of investment certificate shall be prescribed
by the Ministry of Planning and Investment for uniform application nationwide.
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a/ Name and address of the investor;
b/ Location of execution of the investment project; the
land area requirement;
c/ Objectives and scale of the investment project;
d/ Total investment capital;
e/ Project execution duration;
f/ Execution schedule of the investment project;
g/ Certification of investment preferences and supports
(if any).
3. For a foreign investor who has an investment project
associated with the establishment of an economic organization, the investment
certificate contains the details specified in Clause 2 of this Article and the
details of a business registration certificate provided in the Enterprise Law.
The investment certificate is concurrently the business registration
certificate.
4. An investment certificate with the contents stipulated
in Clause 3 of this Article shall be granted to a domestic investor defined in
Clause 1, Article 6 of this Decree who wishes to carry out investment
procedures at the same time with procedures for establishment of an economic
organization.
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Article 42.- Domestic investment
projects not subject to investment registration
1. Investors are not required to make investment
registration for domestic investment projects capitalized at under VND 15
billion and outside conditional investment domains.
2. When an investor defined in Clause 1 of this Article
wishes to obtain certification of investment preferences or an investment
certificate, the investor shall make investment registration so as to be
granted an investment certificate under the provisions of Article 43 of this
Decree.
Article 43.- Investment
registration for domestic investment projects
1. Domestic investors shall make investment registration
for domestic investment projects capitalized at between VND 15 billion and
under VND 300 billion and falling into the following cases:
a/ Being outside conditional investment domains defined in
Article 29 of this Decree;
b/ Being other than those specified in Clause 1, Article
37 of this Decree.
2. The investor shall make investment registration with
the investment project dossier-receiving agency defined in Article 40 of this
Decree.
3. The agency receiving investment project dossiers shall
hand over receipt slips upon receipt of investment registration documents.
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5. Within 7 working days after the date of grant of an
investment certificate, the investment certificate-granting agency shall send
its 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 branch-managing agency and concerned agencies.
Article 44.- Investment
registration for foreign investment projects
The procedures for investment registration of foreign
investment projects defined in Article 46 of the Investment Law shall be
carried out as follows:
1. An investment registration dossier comprises:
a/ Investment registration document (made according to a
set form);
b/ Business cooperation contract, for investment under a
business cooperation contract;
c/ Report on the financial capability of the investor
(which is made by the investor and for which the investor shall bear
responsibility).
2. For an investment project associated with the
establishment of an economic organization, in addition to the dossier referred
to in Clause 1 of this Article, the investor shall also submit:
a/ The business registration dossier corresponding to the
type of enterprise as provided for in the enterprise law and relevant laws;
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3. Within 15 working days after the date of receipt of the
valid investment registration dossier and business registration dossiers, the
investment certificate-granting agency shall check the validity of the
investment registration dossier or the business registration dossier (in case
of establishment of an economic organization associated with an investment
project) and grant an investment certificate. It may not require any additional
papers.
4. Within 7 working days after the date of grant of an
investment certificate, the investment certificate-granting agency shall send
its 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 branch-managing agency and concerned agencies.
Article 45.- Examination of
investment projects capitalized at VND billion 300 or more and outside
conditional investment domains
1. An investment examination dossier comprises:
a/ An application for an investment certificate (made
according to a set form);
b/ Written certification of the legal status of the
investor: copy of the establishment decision or business registration
certificate or a document of equivalent validity, for investors being
organizations; copy of the passport or peoples identity card, for investors
being individuals;
c/ Report on the investors financial capability (which is
made by the investor and for which the investor shall bear responsibility).
d/ Econo-technical exposition containing the following
major details: objectives, scale and location of investment; investment
capital; project execution schedule; land use requirements; and technological
and environmental solutions;
e/ Business cooperation contract, for investment under a
business cooperation contract.
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a/ The business registration dossier corresponding to the
type of enterprise as stipulated in the enterprise law and relevant laws;
b/ Joint venture contract, for investment in the form of
establishment of a joint-venture economic organization between a domestic
investor and a foreign investor.
3. Examination contents:
a/ Conformity with: the technical infrastructure planning;
the land use planning; the construction planning; the planning on prospecting,
exploitation and processing of minerals and other natural resources.
For an investment project in a domain with no planning yet
or which is not included in any of the aforesaid plannings, the investment
certificate-granting agency shall consult state management agencies with
planning competence;
b/ Land use requirements: land area, land category and
land use schedule;
c/ Project execution schedule: investment capital
disbursement schedule, construction schedule and schedule of achievement of
project objectives;
d/ Environmental solutions: assessment of environmental
impact factors and treatment solutions in accordance with the environment law.
Article 46.- Examination of
investment projects capitalized at under VND billion 300 and in conditional
investment domains
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a/ Papers referred to in Clauses 1 and 2, Article 44 of
this Decree;
b/ Exposition on the capability to satisfy the conditions
which the project is required by law to satisfy, for investment projects in
conditional investment domains defined in Article 29 of the Investment Law and
Appendix III to this Decree.
2. Examination contents:
a/ Capability to satisfy the conditions required by the
Investment Law and relevant laws;
Concerned ministries and branches shall examine the
capability to satisfy the conditions which the investment project is required by
law to satisfy, for investment projects in conditional investment domains
defined in Article 29 of the Investment Law and Appendix III to this Decree;
When investment conditions are provided by law or a treaty
to which Vietnam is a contracting party, the investment certificate-granting
agency shall decide to grant an investment certificate without having to gather
examination opinions of concerned ministries and branches;
b/ For a domestic investment project that satisfies the
investment conditions as required by law, the investment certificate-granting
agency shall grant an investment certificate according to the investment
registration procedures defined in Article 43 of this Decree.
Article 47.- Examination of
investment projects capitalized at VND billion 300 or more and in conditional
investment domains
1. An examination dossier comprises:
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b/ Exposition on the capability to satisfy the market
entry conditions required for investment projects in conditional investment
domains defined in Article 29 of the Investment Law and Appendix III to this
Decree.
2. The examination contents shall be as stipulated in
Clause 3 of Article 45 and Clause 2 of Article 46 of this Decree.
Article 48.- Process of
examination of investment projects falling within the approving competence of
the Prime Minister
1. An investor shall submit 10 sets of the investment
project dossier, including at least one original set.
2. Within 3 working days after the date of receipt of an
investment project dossier, the dossier-receiving agency shall check its
validity and send it to concerned ministries and branches for examination
opinions.
For an invalid dossier, the dossier-receiving agency shall
notify the investor thereof for revision and supplementation of the dossier.
3. Within 15 working days after the date of receipt of an
investment project dossier, the consulted agency shall give written examination
opinions and take responsibility for the projects matters under its management.
4. Within 25 working days after the date of receipt of a
complete and valid dossier, the investment certificate-granting agency shall
make an examination report and submit it to the Prime Minister for decision on
the investment policy.
5. Within 7 working days after the date of receipt of the
examination report submitted by a provincial-level Peoples Committee or a
management board, the Government Office shall notify the Prime Ministers
opinion on the investment project.
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7. When the investment project is disapproved, the
investment project dossier-receiving agency shall send a written notice to the
investor, clearly stating the reason for disapproval.
8. Within 7 working days after the date of grant of an
investment certificate, the investment project dossier-receiving agency shall
send its 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 branch-managing agency and
concerned agencies.
Article 49.- Process of
examination of investment projects subject to examination for grant of
investment certificates
1. The investor shall submit to the provincial-level
Planning and Investment Service 8 sets of the investment project dossier,
including one original set, for projects for which the provincial-level Peoples
Committee shall grant investment certificates; or submit to the management
board 4 sets of the investment project dossier, including one original set, for
projects for which the management board shall grant investment certificates.
2. Within 3 working days after the date of receipt of an
investment project dossier, the dossier-receiving agency shall check its
validity and send it to concerned provincial-level services and branches for
examination. When necessary, it shall send the dossier to concerned ministries
and branches for opinions
For an invalid dossier, the dossier-receiving agency shall
notify the investor thereof for revision and supplementation of the dossier.
3. Within 15 working days after the date of receipt of an
investment project dossier, the consulted agency shall give written examination
opinions and take responsibility for the projects matters under its management.
4. Within 20 working days after the date of receipt of a
complete and valid dossier, the provincial-level Planning and Investment
Service shall make an examination report and submit it to the provincial-level
Peoples Committee for decision. Within 5 working days after the date of
receipt of the examination report, the provincial-level Peoples Committee shall
grant an investment certificate.
When the investment project is disapproved, the investment
project dossier-receiving agency shall send a written notice to the investor,
clearly stating the reason therefor.
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Article 50.- Competence of
branch-managing ministries to examine the grant of investment certificates
1. Branch-managing ministries shall examine the
satisfaction of investment conditions and the conformity with plannings by
investment projects in conditional investment domains defined in Article 29 of
the Investment Law, Appendix III to this Decree and Article 82 of the
Investment Law.
2. Pursuant to the provisions of Articles 29 and 82 of the
Investment Law, branch-managing ministries shall prepare investment conditions
and submit them to the Government for promulgation; formulate and approve
plannings or submit them to competent agencies for approval.
After being promulgated by competent authorities,
investment conditions and plannings be publicized on the mass media and posted
at the head offices of investment project dossier-receiving agencies.
Section III. ADJUSTMENT OF INVESTMENT
PROJECTS
Article 51.- Adjustment of
investment projects
1. When adjusting an investment projects objectives,
scale, location, form, capital or execution schedule, the investor shall carry
out procedures to adjust the investment certificate.
2. The adjustment of an investment project may be made in
one of the following processes:
a/ Procedures for adjustment registration or adjustment
examination are not required;
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c/ The adjustment is subject to examination.
3. Investment projects for which adjustment registration
or examination procedures are not required include:
a/ Projects adjusted but not changing their objectives,
scale, location, form, capital or execution schedule;
b/ Domestic investment projects which, after adjustment,
are capitalized at under VND 15 billion and outside conditional investment
domains;
c/ Domestic investment projects which, after adjustment,
are capitalized at under VND 300 billion and do not change their investment
objectives and location.
Article 52.- Registration and
examination of adjustments to investment projects
1. Registration of adjustments to investment projects
a/ Projects subject to adjustment registration include
projects which, after adjustment of their objectives, scale, location, form,
capital or execution schedule, fall in the following cases: foreign investment
projects which, after adjustment, are capitalized at under VND 300 billion and
outside conditional investment domains; domestic investment projects which,
after adjustment, are not in any conditional investment domains, except for
those specified in Clause 3, Article 51 of this Decree; domestic investment
projects which, after adjustment, are still in a conditional investment domain,
do not change their investment objectives, and still satisfy the investment
conditions specified for those projects, except for those specified in Clause
3, Article 51 of this Decree;
b/ A dossier of registration of adjustments to an
investment project comprises: written registration of certification of the
adjusted contents of the investment project; a copy of the investment
certificate; the revised version of the joint-venture contract or business
cooperation contract or enterprise charter (for foreign investment projects);
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2. Examination of adjustments to investment projects:
a/ Investment projects subject to adjustment examination
include projects which, after adjustment of their objectives, scale, location,
form, capital or execution schedule, fall into the following cases: foreign
investment projects which, after adjustment, are subject to examination for
grant of investment certificates; domestic investment projects which, after
adjustment, are in a conditional investment domain, except for those specified
at Point a, Clause 1 of this Article;
b/ A dossier of examination of adjustments to an
investment project comprises: written request for adjustments to the investment
project; exposition on the adjustment reason; changes in the ongoing project; a
report on the project execution by the time of adjustment; a copy of the
investment certificate; the revised version of the joint-venture contract or
business cooperation contract or enterprise charter (for foreign investment
projects);
c/ Within 30 working days after the date of receipt of a complete
and valid dossier, the investment certificate-granting agency shall
examine the adjustments and grant a new investment certificate (for a project
not yet granted an investment certificate) or adjust the granted one;
d/ When an investment project, after adjustment, falls
within the approving competence of the Prime Minister but is not included in
the planning or falls into a conditional investment domain where investment
conditions have not yet been provided for by law, the investment certificate-granting
agency shall collect examination opinions of concerned ministries and
branches and submit the case to the Prime Minister for decision before granting
a new investment certificate or adjusting the granted one;
e/ When adjustments are related to a conditional
investment domain, the investment certificate-granting agency shall collect
examination opinions of concerned ministries and branches before granting a new
investment certificate or adjusting the granted one.
3. Within 7 working days after the date of grant of an
adjusted investment certificate, the investment certificate-granting agency
shall send its 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 branch-managing agency and
concerned agencies.
Section IV. OTHER PROVISIONS ON FOREIGN
INVESTMENT PROJECTS
Article 53.- Contents related to
dossiers of foreign investment projects
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Article 54.- Contents of a
joint-venture contract
A joint-venture contract contains the following principal
details:
1. Names and addresses of investing organizations or individuals
participating in the joint venture and representatives at law of joint venture
parties; name and address of the joint venture enterprise.
2. Type of enterprise;
3. Business domains, lines and scope.
4. Charter capital, contributed capital portion of each
party, mode and schedule of charter capital contribution.
5. Project execution schedule.
6. Operational duration of the project.
7. Project execution location.
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9. Principles of financial management; sharing of profits
and handling of losses in business.
10. Modes of revision and termination of the contract,
conditions for the transfer, termination of operation and dissolution of the
enterprise.
11. Liabilities for breach of contract, mode of settlement
of disputes.
Apart from the above details, the joint venture parties
may reach agreement on other details in their joint-venture contract which are
not contrary to law.
Competent representatives of the joint venture parties
shall initial on every page and sign at the end of their contract. A joint
venture contract takes effect on the date of grant of the investment
certificate.
Article 55.- Details of a
business cooperation contract
A business cooperation contract contains the following
principal details:
1. Names, addresses and competent representatives of the
parties to the business cooperation contract; contact address or address of the
project execution location.
2. Business purposes and scope.
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4. Project execution schedule.
5. Term of the contract.
6. Rights and obligations of the business cooperation
parties.
7. Financial principles.
8. Modes of revision and termination of the contract,
transfer conditions.
9. Liabilities for breach of contract, mode of settlement
of disputes.
Apart from the above details, the business cooperation
parties may reach agreement on other details in their business cooperation
contract which are not contrary to law.
Competent representatives of business cooperation parties
shall initial on every page and sign at the end of their contract. A business
cooperation contract between a Vietnamese party and a foreign party takes
effect on the date of grant of the investment certificate.
Article 56.- Procedures for
direct investment in the form of contribution of capital to, purchase of shares
from, merger with or acquisition of enterprises
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1. When a foreign investor purchases shares of a
Vietnamese enterprise, that enterprise shall carry out business registration
procedures in accordance with the enterprise law.
2. When an investor purchases shares of a foreign-invested
enterprise currently operating in Vietnam, the investor shall carry out
procedures to adjust an investment project under the provisions of Articles 51
and 52 of this Decree.
3. When an investor contributes capital for investment,
the investor shall carry out investment procedures in accordance with the
investment law.
4. When a foreign investor merges with or acquires an
enterprise currently operating in Vietnam, the investor shall carry out
investment procedures so as to be granted an investment certificate under the
provisions of this Decree. A dossier of enterprise merger or acquisition
comprises:
a/ Written proposal for merger with or acquisition of the
enterprise indicating the name, address and representative of the foreign
investor merging with or acquiring the enterprise; name, address,
representative, charter capital and operation domain of the merged or acquired
enterprise; brief information on the enterprise merger or acquisition; and
proposals (if any);
b/ Decision of the members council or the enterprise owner
or the shareholders general meeting on the sale of the enterprise;
c/ The enterprise merger or acquisition contract. This
contract contains the following principal details: name, address of the head
office of the merged or acquired enterprise; procedures and conditions for the
merger or acquisition; plan on the use of laborers; procedures, conditions and
deadline for the transfer of assets, capital, shares and bonds of the merged or
acquired company; deadline for the merger or acquisition; and responsibilities
of the parties;
d/ Charter of the merged or acquired enterprise;
e/ Draft charter of the enterprise after the merger or
acquisition is permitted (if there are changes);
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Article 57.- Procedures for
conversion of investment form of foreign investment projects
1. An investor having a project which has been granted an
investment certificate or which has been granted an investment license under
the provisions of the Law on Foreign Investment in Vietnam is entitled to
convert the form of investment of the project into another form of investment
under the provisions of Article 21 of the Investment Law.
2. An investor who has been granted an investment license
under the provisions of the Law on Foreign Investment in Vietnam shall conduct
the conversion under separate regulations of the Government on re-registration
and conversion of foreign-invested enterprises.
3. Procedures for conversion of the form of investment of
a foreign investment project shall be carried as follows:
a/ The conversion of the investment form associated with
the transformation of the type of enterprise must comply with the provisions of
the enterprise law;
b/ A foreign-invested enterprise or the business
cooperation parties shall send to the investment certificate-granting agency a
dossier of conversion of the investment form. This dossier comprises: written
proposal for conversion of the investment form; decision of the members council
or enterprise owner or shareholders general meeting or the agreement of the
business cooperation parties (for an investment project in the form of business
cooperation contract) on the conversion of the investment form; draft charter of
the converted enterprise; the business cooperation contract (for an investment
project in the form of business cooperation contract);
c/ The decision of the members council of the joint
venture enterprise or the decision of the investor (for enterprises with 100%
foreign investment capital); the agreement of the business cooperation parties
(for business cooperation contracts) on the conversion of the investment form
must be notified to creditors and laborers within 15 working days after the
date of the decision;
d/ Within 30 working days after the date of receipt of a
complete and valid dossier referred to at Point b, Clause 3 of this Article,
the investment certificate-granting agency shall adjust the investment
certificate and notify the investor thereof.
Section V. SOME PROVISIONS ON
PROCEDURES FOR USE OF STATE CAPITAL FOR INVESTMENT AND BUSINESS
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1. Investment projects must obtain approval of competent
authorities when using the following state capital for investment:
a/ State budget capital;
b/ Development investment credit of the State;
c/ State-guaranteed credit;
d/ Development investment capital of state enterprises;
e/ Investment capital of the State Capital Investment and
Trading Corporation.
2. After the use of state capital for investment is
appraised and approved by a competent agency, the investor shall carry out
investment procedures under the provisions of this Decree so as to be granted an
investment certificate. Written approval of the use of state capital for
investment is a mandatory document in the investment registration dossier or
the investment examination dossier.
Article 59.- Agencies appraising
and approving the use of state capital for investment
1. Agencies competent to decide on the use of state budget
capital shall appraise and approve the use of state capital for investment by
investment projects funded with state budget capital.
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3. The Ministry of Finance shall appraise and decide on
state guarantees for investment projects funded with credit capital that are on
the list of state-guaranteed investment projects.
4. The management board of an economic group, a state
corporation or other state enterprise or the general director or director of a
state enterprise without a management board shall appraise and decide on the
use of development investment capital by the state enterprise for investment.
5. The competence of the State Capital Investment and
Business Corporation to appraise and approve the use of state capital for
investment shall be decided by the Prime Minister.
6. Appraisal agencies shall organize appraisal and notify
the investors of their approval or disapproval of the use of state capital for
investment.
Article 60.- Dossiers of
appraisal of investment projects funded with state capital
A dossier of appraisal of an investment project comprises:
1. The investors written proposal for the use of state
capital addressed to the appraisal agency in charge of the relevant capital
source as defined in Article 59 of this Decree.
2. Written justification of the proposal for the use of
state capital for investment, containing the following details:
a/ Name of the project;
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c/ Location of execution of the investment project;
d/ Investment capital amount; investment capital source;
and state capital portion in the project;
e/ Exposition on the projects conformity with the
socio-economic development strategy, planning and plan already approved by
competent authorities; exposition on the appropriateness of the use of
investment capital;
f/ Investment benefits, including financial and
socio-economic benefits;
g/ Exposition on the capability to recover investment
capital; the capability to repay loans and the loan repayment plan (if any);
h/ Duration of the investment project;
i/ Execution schedule of the investment project.
Article 61.- Contents of
appraisal of investment projects funded with state capital
The appraisal contents include:
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2. Appropriateness of the investment and business with
state capital; investment purposes and benefits; method of management
appropriate to each source of capital and type of investment project.
3. Conformity with the investment support policy (if any).
4. Execution schedule and duration of the investment
project.
5. The capability to recover investment capital; the
capability to repay loans and the loan repayment plan (if any).
6. Investment benefits, including financial and
socio-economic benefits.
Chapter VI
PROVISIONS ON EXECUTION OF INVESTMENT PROJECTS AND
ORGANIZATION OF BUSINESS ACTIVITIES
Article 62.- Execution of
investment projects
Investors shall execute investment projects according to
the committed objectives, contents and schedules and the provisions of their
investment certificates. While executing investment projects, they shall
observe the provisions of law on land, environment, labor, business
registration and investment registration, and relevant laws.
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When executing an investment project involving the
construction of works, the investor shall comply with the provisions of law on
construction management.
Article 64.- Hire of management
1. Investors may hire organizations or individuals to
manage investment and business activities to meet the investors operation
requirements.
2. The hiring of a management organization or individual
shall be effected under a contract signed between the investor and that
organization or individual.
The rights and obligations of the investor and the
management organization or individual shall be defined in the contract.
Management charges shall be as agreed between the parties
in the management contract and shall be accounted as management expenses of the
enterprise.
3. The hiring of an organization or individual to provide
management services must comply with the provisions of treaties to which
Vietnam is a contracting party.
4. Organizations or individuals providing management
services shall pay taxes and perform financial obligations in accordance with
the taxation law and relevant laws.
Article 65.- Transfer of capital
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A foreign-invested enterprise, when transferring its
capital, shall notify the investment certificate-granting agency thereof for
adjusting its investment certificate.
2. Conditions for the transfer of capital:
a/ Assurance of requirements provided for in the Enterprise
Law, this Decree and relevant laws;
b/ Assurance of ratios and conditions provided for in
treaties to which Vietnam is a contracting party;
c/ The transfer of capital being land use right value must
comply with the provisions of law on land and relevant laws.
Article 66.- Transfer of projects
1. An investor is entitled to transfer a project that the
investor is executing to another investor. Conditions for transfer of a project
shall be as stipulated in Clause 2, Article 65 of this Decree.
2. When the transfer of a project of an economic
organization is not associated with the termination of operation of the
transferring economic organization, the transfer of the project must comply
with the conditions and procedures for capital transfer defined in Article 65
of this Decree.
3. When the transfer of a project is associated with the
termination of investment and business operations of the transferring economic
organization, the transfer of the project must comply with the conditions and
procedures for merger or acquisition of enterprises defined in Article 56 of
this Decree.
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5. A dossier of transfer of an investment project
comprises: written registration of the project transfer; project transfer
contract; document on the legal status of the transferee; and report on the
execution of the project.
6. Within 10 working days after the date of receipt of a complete
and valid dossier, the investment certificate-granting agency shall grant a new
investment certificate (if an investment certificate has not yet been granted)
or adjust the granted investment certificate.
Article 67.- Temporary cessation
or extension of execution of investment projects
1. When an investor temporarily ceases or extends the
execution of an investment project, resulting in a change in the committed
project execution schedule, at least 15 working days before the date of such
temporary cessation or extension, the investor shall notify the investment
state management agency of the reason for and the duration of temporary
cessation or extension of the project execution.
2. When the investment certificate-granting agency does
not approve the temporary cessation or extension of the project execution,
within 15 working days after the date of receipt of the investors notice, it
shall issue a written reply to the investor.
Upon resumption of operation, the investor must notify in
writing the state management agency in charge of investment thereof.
Article 68.- Termination of
operation of investment projects
1. The termination of operation of an investment project
shall be as stipulated in Article 65 of the Investment Law.
2. The investment certificate-granting agency is entitled
to decide on the termination of operation of a project in the following cases:
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b/ Serious violations of law that are subject to operation
termination in accordance with law.
3. When, under a court judgment or ruling or an arbitral
award, the operation of a project must be terminated due to serious violations
of law, the investment certificate-granting agency shall decide to terminate
the projects operation as determined in the court judgment or ruling or the
arbitral award.
4. The decision on termination of an investment project
shall be sent to the investor concerned and preserved at the investment
certificate-granting agency.
Pursuant to the decision on termination of the investment
project, the investment certificate-granting agency shall revoke the investment
certificate and notify related agencies thereof.
Article 69.- Liquidation of investment
projects
1. If, during the process of investment activities, the
investment project is terminated under the conditions defined in Clauses 1, 2
and 3, Article 65 of Investment Law, the investor shall notify the investment
certificate-granting agency thereof, carry out procedures for liquidation of
the investment project, and return the investment certificate.
2. Procedures for liquidation of an investment project are
as follows:
a/ When the liquidation of an investment project is not
associated with the dissolution of the economic organization, the liquidation
shall be conducted in accordance with the law on liquidation of assets or
contracts;
b/ When the liquidation of an investment project is
associated with the dissolution of the economic organization, the investor
shall carry out the procedures for the dissolution of the economic organization
in accordance with the enterprise law and relevant laws.
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At the end of the liquidation, the investor shall notify
the investment certificate-granting agency thereof and return the granted
investment certificate.
4. When an investment project cannot be liquidated within
the time limit defined in Clause 3 of this Article because of a dispute among
investors in the economic organization concerned, the dispute shall be brought
to a court or an arbitration for settlement according to the provisions of law.
5. If, during the liquidation of an investment project,
the economic organization cannot pay its debts, the liquidation shall terminate
and be handled in accordance with the bankruptcy law.
Article 70.- Bonded warehouses
1. In export processing zones or industrial parks,
economic organizations producing exports may set up bonded warehouses to serve
export and import activities. Goods delivered into bonded warehouses are not
liable to import duty.
The setting up of and conditions for setting up a bonded
warehouse shall be as stipulated in the Governments Decree No. 154/2005/ND-CP
of December 15, 2005, detailing a number of articles of the Customs Law on
customs procedures, inspection and supervision.
2. Goods delivered into bonded warehouses may not be sold
in the Vietnamese market. For those goods that are not subject to import ban or
temporary import cessation, if selling them in the Vietnamese market, the
investor shall carry out import procedures at the customs office, pay import
duties and perform other financial obligations in accordance with law.
3. If goods delivered into bonded warehouses are damaged
or deteriorated in quality and fail to meet production requirements, they must
be re-exported or destroyed. Their destruction must comply with the provisions
of law on customs, taxation and environment.
Chapter VII
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Article 71.- Contents, powers and
responsibilities of state management of investment
1. Contents of state management of investment:
a/ Formulating, and directing the implementation of,
strategies, plannings, plans and policies on development investment with a view
to mobilizing and regulating resources for development investment;
b/ Promulgating, disseminating, guiding, and organizing
the implementation of, policies and laws on development investment; elaborating
technical standards and regulations on investment activities; supervising the
promulgation of legal documents on investment; reviewing, proposing the
cancellation of, or canceling legal documents which are no longer appropriate,
are promulgated ultra vires or contain inappropriate provisions;
c/ Performing state management of international
cooperation, negotiating and concluding treaties relating to investment
activities in accordance with these treaties;
d/ Performing state management of investment promotion
activities; building a national information system to serve investment
activities;
e/ Granting, adjusting and revoking investment
certificates; uniformly managing investment registration activities and the
grant of investment certificates;
f/ Examining, inspecting and supervising the implementation
of the provisions of the investment law on the state management of investment
and investors activities;
g/ Guiding and supporting investors to execute investment
projects and settling their problems and requests during investment activities;
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i/ Collaborating with state management agencies at all
levels in managing investment activities;
j/ Conducting professional training and retraining to
enhance investment management capacity of investment state management agencies
at all levels;
k/ Settling according to competence complaints and
denunciations of organizations and individuals related to investment
activities. Commending and rewarding organizations and individuals that make
achievements in investment activities or handling organizations and individuals
committing law-breaking acts.
2. Powers and responsibilities of state management of
investment:
a/ The Government shall perform uniform state management
of investment activities nationwide; direct the formulation and implementation
of strategies, plannings and plans on development investment in all branches,
sectors and economic regions; promulgate policies and legal documents on
investment; and decentralize the state management of investment to ministries,
branches and localities;
b/ The Prime Minister shall direct ministries, branches
and localities to implement laws and policies on investment; approve, or
decentralize the approval of plannings; decides on investment guidelines for investment
projects under his/her competence; decide or permit the establishment of
industrial parks, export processing zones, hi-tech parks and economic zones;
direct the settlement of problems that arise in the course of administration of
investment activities and fall beyond the competence of ministries, branches or
localities.
c/ The Prime Minister, ministries, branches,
provincial-level Peoples Committees, management boards of industrial parks,
export processing zones, hi-tech parks and economic zones shall adopt programs
on talks with the community of enterprises and investors;
d/ Ministries, ministerial-level agencies,
provincial-level Peoples Committees and management boards shall manage and
guide investment activities in the domains and geographical areas under their
respective management; ensure transparent, simplified investment procedures and
comply with time limits;
e/ Ministries, ministerial-level agencies,
provincial-level Peoples Committees may not promulgate documents determining
domains banned from investment, conditional investment domains and investment
preferences in violation of the provisions of law.
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1. To assume the prime responsibility for, and coordinate
with other ministries, branches and provincial-level Peoples Committees in,
formulating and reviewing legal documents and policies on investment. To guide,
disseminate, monitor and examine the implementation of legal documents on
investment. To promulgate forms of documents related to investment procedures
for nationwide application.
2. To organize and coordinate with other ministries,
branches and localities in the formulation and synthesis for submission to the
Government of development investment plannings and plans; a national master
plan on development of industrial parks, export processing zones and economic
zones.
3. To assume the prime responsibility for, and coordinate
with other ministries, branches and provincial-level Peoples Committees in, drawing
up a list of national projects calling for investment capital and submit it to
the Prime Minister for approval; to give advice on the addition to the
plannings of investment projects falling under the approving competence of the
Prime Minister but not yet included in any planning; to give opinions to
investment certificate-granting agencies on the necessity of investment
projects falling within the approving competence of the Prime Minister and in
domains that do not yet have any plannings for submission to the Prime Minister
for approval.
4. To examine important national investment projects and
other investment projects according to decisions of the Prime Minister.
5. To perform state management of investment promotion
activities; to formulate programs and plans and organize the implementation of
national programs on investment mobilization and promotion; to coordinate with
other ministries, branches and provincial-level Peoples Committees in
organizing investment promotion activities; to open investment promotion
offices in foreign countries; to manage the national investment promotion fund.
6. To assume the prime responsibility for, and coordinate
with other ministries and branches in, negotiating and submitting international
agreements on investment activities to the Government for signing or accession;
to perform international cooperation on investment activities.
7. To conduct professional training and retraining to
enhance investment management capacity of investment state management agencies at
all levels.
8. To coordinate with the General Office of Statistics in
organizing the making of statistics on investment in accordance with the
statistics law; to organize and build a national information system to serve
investment activities.
9. To coordinate with other ministries, branches and
localities in settling matters arising in the process of formation, preparation
and execution of investment projects.
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11. To examine, supervise and inspect investment
activities according to its competence; to develop programs and plans on
inter-branch examination and supervision of investment activities; to examine
the grant, adjustment and revocation of investment certificates by investment
certificate-granting agencies under the provisions of the Investment Law and
this Decree; to examine and supervise the observance of plannings already
approved by competent authorities in the course of investment.
12. Biannually and annually, to review the situation of
investment activities and report it to the Prime Minister.
Article 73.- Powers and
responsibilities of the Ministry of Finance
1. To assume the prime responsibility for, and coordinate
with other ministries and branches in, formulating laws and policies on
investment supports and preferences; to provide guidance on the order and
procedures for enjoying investment supports and preferences within its
competence.
2. To license projects in the domain within its
competence; to examine, inspect and supervise activities of licensed projects.
3. To examine and give written opinions on matters related
to finance and financial guarantee of the Government in investment projects
within the approving competence of the Prime Minister and projects in
conditional investment domains.
4. To examine, inspect and supervise the implementation of
the finance, accounting, tax and customs laws in investment activities.
5. To assume the prime responsibility for, and coordinate
with concerned ministries, branches and provincial-level Peoples Committees in,
settling investors difficulties and problems in the domains of taxes, charges,
fees, customs procedures, financial management and other financial activities.
Article 74.- Investment state
management responsibilities and powers of the Ministry of Trade
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2. To license projects in the domain within its
competence; to examine, inspect and supervise activities of licensed projects.
3. To examine and give written opinions on matters related
to commercial activities of investment projects within the approving competence
of the Prime Minister and projects in conditional investment domains; to
publicize investment-related conditions committed in treaties to which Vietnam
is a contracting party.
4. To examine, inspect and supervise commercial activities
related to investment activities.
5. To assume the prime responsibility for, and coordinate
with concerned ministries, branches and provincial-level Peoples Committees in,
settling difficulties and problems in commercial activities of investment
projects.
Article 75.- Investment state
management responsibilities and powers of the Ministry of Natural Resources and
Environment
1. To assume the prime responsibility for, and coordinate
with other related ministries and branches in, formulating laws and policies,
and guiding the implementation of regulations on land management, ground
clearance compensation, management of natural resources and environment related
to investment activities.
2. To examine and give written opinions on matters related
to land, ground clearance compensation, management of natural resources and
environment in investment projects within the approving competence of the Prime
Minister and projects in conditional investment domains.
3. To examine, inspect and supervise the implementation of
regimes and policies on land, ground clearance compensation, management of
natural resources and environment related to investment activities.
4. To assume the prime responsibility for, and coordinate
with other ministries, branches and provincial-level Peoples Committees in,
settling investors difficulties and problems in the domains of land, ground
clearance compensation, extraction and use of natural resources and
environmental protection.
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1. To assume the prime responsibility for, and coordinate
with other related ministries and branches in, formulating laws and policies,
and guiding the implementation of regulations on science and technology related
to investment activities; to submit to the Prime Minister a master plan on
development of hi-tech parks.
2. To examine and give written opinions on matters related
to science and technology in investment projects within the approving
competence of the Prime Minister and projects in conditional investment
domains.
3. To examine, inspect and supervise the implementation of
regimes and policies on science and technology related to investment
activities.
4. To assume the prime responsibility for, and coordinate
with concerned ministries, branches and provincial-level Peoples Committees in,
settling investment projects difficulties and problems in the domain of science
and technology.
Article 77.- Investment state
management responsibilities and powers of the Ministry of Construction
1. To assume the prime responsibility for, and coordinate
with other related ministries and branches in, formulating laws and policies,
and guiding the implementation of regulations on construction.
2. To examine and give written opinions on matters related
to state management of construction in investment projects within the approving
competence of the Prime Minister and projects in conditional investment
domains.
3. To examine, inspect and supervise the implementation of
regimes, policies, standards and regulations on construction related to
investment activities.
4. To assume the prime responsibility for, and coordinate
with concerned ministries, branches and provincial-level Peoples Committees in,
settling investment projects difficulties and problems in the domain of
construction.
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1. To assume the prime responsibility for, and coordinate
with other related ministries and branches in, formulating laws and policies,
and guiding the implementation of regulations on credit and foreign exchange
management related to investment activities.
2. To license projects in the domain within its
competence; to examine, inspect and supervise activities of licensed projects.
3. To examine and give written opinions on matters related
to credit and foreign exchange management in investment projects within the
approving competence of the Prime Minister and projects in conditional
investment domains.
4. To examine, inspect and supervise the implementation of
regimes and policies on credit and foreign exchange management related to
investment activities.
5. To assume the prime responsibility for, and coordinate
with concerned ministries, branches and provincial-level Peoples Committees in,
settling investment projects difficulties and problems in the domain of credit
and foreign exchange management.
Article 79.- Investment state
management responsibilities and powers of branch-managing ministries
Ministries and ministerial-level agencies shall, within
the scope of their respective tasks and powers, perform state management of
investment in their assigned domains, specifically as follows:
1. To coordinate with the Ministry of Planning and
Investment, related ministries and branches in formulating and promulgating
laws and policies related to investment activities.
2. To assume the prime responsibility for, and coordinate
with related ministries and branches in formulating and promulgating laws,
policies and technical standards and regulations, and guide the implementation
thereof.
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4. To formulate their branches plannings, plans and lists
of projects calling for investment capital; to organize investment mobilization
and promotion for their respective branches.
5. To publicize their branches plannings, plans, technical
standards, investment conditions and lists of projects calling for investment
capital.
6. To examine and give written opinions on the capability
to meet conditions required for investment projects with respect to investment
projects within the approving competence of the Prime Minister and projects in
conditional investment domains.
7. To conduct specialized examination, inspection and
supervision of the satisfaction of investment conditions and perform state
management of investment projects within their respective competence.
8. To assume the prime responsibility for, and coordinate
with provincial-level Peoples Committees and related ministries and branches
in, settling investment projects difficulties and problems in the domains under
their specialized management.
Article 80.- Investment state
management responsibilities and powers of provincial-level Peoples Committees
1. On the basis of the socio-economic development
plannings, to coordinate with related ministries and branches in drawing up and
publicizing lists of local projects calling for investment; to organize
mobilization and promotion of investment.
2. To assume the prime responsibility for organizing
investment registration, examination, grant, adjustment and revocation of
investment certificates, decide on early termination of operation of investment
projects within their competence.
3. To perform state management of investment projects in
their localities which are located outside industrial parks, export processing
zones, hi-tech parks and economic zones according to the following principal
contents:
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b/ Organizing ground clearance work; granting land use
right certificates and supervising land use;
c/ Settling investors difficulties and problems; for those
beyond their competence, reporting them to the Prime Minister or related
ministries or branches for settlement;
d/ Evaluating the impacts of investment activities in
their localities.
4. To direct the formulation of detailed plannings on the
construction of industrial parks and export processing zones, and approve detailed
plannings on the construction of industrial parks and export processing zones
under the provisions of law on construction.
5. Quarterly, biannually and annually, to assume the prime
responsibility for, and coordinate with the management boards in reviewing
investment activities in their localities before reporting to the Ministry of
Planning and Investment.
Article 81.- Investment state
management responsibilities and powers of management boards of industrial
parks, export processing zones, hi-tech parks and economic zones
1. To contribute opinions to ministries, branches and
localities in the formulation of legal documents, polices and plannings related
to investment activities and development of industrial parks, export processing
zones, hi-tech parks and economic zones.
2. To register investment; to examine investment projects
within their competence and grant, adjust and revoke investment certificates of
these investment projects.
3. To examine, inspect and supervise the realization of
investment objectives indicated in the investment certificates, the capital
contribution and project execution progress; to coordinate in supervising and
examining the observance of laws on labor and wages; the protection of
legitimate rights and interests of laborers and labor users, activities of
socio-economic organizations, and the protection of the ecological environment
in investment projects in industrial parks, export processing zones, hi-tech
parks and economic zones.
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5. To evaluate the impacts of investment activities in
industrial parks, export processing zones and economic zones.
6. Quarterly, biannually and annually, to send reports on
investment activities in industrial parks, export processing zones, hi-tech
parks and economic zones to provincial-level Peoples Committees and the
Ministry of Planning and Investment.
Article 82.- Organizational
apparatus of management boards
1. The management board is a body managing industrial
parks, export processing zones, hi-tech parks and economic zones within a
province or centrally run city. It is established under decision of the Prime
Minister at the proposal of the provincial-level Peoples Committee president
and the Minister of Home Affairs; and submits to the direction and management
by the provincial-level Peoples Committee in the management boards
organization, payroll, work program and operation fund (unless otherwise
stipulated by the Prime Minister).
2. The specialized trade, finance, customs agencies and
other agencies, if necessary, shall arrange their representatives in industrial
parks, export processing zones, hi-tech parks and economic zones to deal with
matters under their respective management.
3. Specific functions, tasks and powers, organizational
structure and operation regulation of management boards shall be decided by the
Prime Minister.
Article 83.- State management of
investment promotion
1. Investment promotion covers the following contents:
a/ Formulating strategies, plans and policies on
attraction of domestic and foreign investment capital; creating conditions for
mobilizing investment capital of all economic sectors;
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c/ Organizing investment promotion establishments in
Vietnam and foreign countries to mobilize, support and assist investors in
understanding investment policies and laws and in selecting domains and
locations for executing investment projects;
d/ Drawing up a list of national projects calling for
investment capital and lists of projects calling for investment capital in
branches and localities in conformity with the socio-economic development
plannings and orientations in each period.
2. On the basis of strategies and plans on attraction of
investment capital, investment state management agencies shall make annual
investment promotion plans and send them to the Ministry of Planning and
Investment for coordination in their implementation.
3. The investment promotion funds of state management
agencies are allocated from the budget and comply with regulations and guidance
of the Ministry of Finance.
Annually, ministries, ministerial-level agencies,
government-attached agencies and provincial-level Peoples Committees shall
formulate investment promotion plans and estimate funds for investment
promotion activities.
The Ministry of Finance shall coordinate with the Ministry
of Planning and Investment in guiding the estimation of funds for investment
promotion activities and perform financial management of these activities.
Article 84.- Inspection of
investment activities and handling of investment-related violations
1. The scope of investment inspection, organization and
activities of investment inspection shall be as provided for in the Investment
Law and the provisions of law on inspection of state management of investment
and investment projects.
2. Acts in violation of investment law and the handling of
investment-related violations shall be as provided for by law.
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The settlement of disputes over investment activities
shall be as provided in Article 12 of the Investment Law and relevant laws.
Chapter VIII
IMPLEMENTATION PROVISIONS
Article 86.- Application of laws
to investment projects executed before the Investment Law takes effect
1. For domestic investment projects that are executed
before the Investment Law takes effect, investment registration or examination
procedures are not required; an investor that wishes to have an investment
certificate shall carry out registration procedures under the provisions of
this Decree.
2. Foreign investment projects that are granted investment
licenses before the Investment Law takes effect shall comply with the
provisions of Article 88 of the Investment Law, Article 170 of the Enterprise
Law and the Governments regulations on re-registration and transformation of
foreign-invested enterprises.
Article 87.- Application of
investment to foreign investors that establish private enterprises; investment
in education, training, health and other domains affecting the public
Pursuant to the provisions of the Investment Law, this
Decree and the enterprise law, the Prime Minister shall provide for investment
in the establishment of private enterprises by foreign investors; payment of
deposits and customers insurance for investment in education, training and
health and other domains affecting the public.
Article 88.- Implementation
provisions
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2. This Decree supersedes:
a/ Decree No. 24/2000/ND-CP of July 31, 2000, detailing
the implementation of the Law on Foreign Investment in Vietnam; Decree No.
27/2003/ND-CP of March 19, 2003, amending and supplementing a number of
articles of Decree No. 24/2000/ND-CP of July 31, 2000, detailing the
implementation of the Law on Foreign Investment in Vietnam; and Decree No.
36/CP of April 24, 1997, promulgating the Regulation on industrial parks,
export processing zones and hi-tech parks;
b/ Decree No. 51/1999/ND-CP of July 8, 1999, detailing the
implementation of the Law on Domestic Investment Promotion (amended); Decree
No. 35/2002/ND-CP of March 29, 2002, amending and supplementing Lists A, B and
C included in the appendices to Decree No. 51/1999/ND-CP of July 8, 1999,
detailing the implementation of the Law on Domestic Investment Promotion
(amended);
c/ The list of domains and geographical areas entitled to
investment preferences stipulated in Decree No. 164/2003/ND-CP of December 22,
2003, detailing the Law on Enterprise Income Tax; Decree No. 152/2004/ND-CP of
August 6, 2004, amending and supplementing a number of articles of Decree No.
164/2003/ND-CP of December 22, 2003, detailing the Law on Enterprise Income Tax;
d/ The list of domains and geographical areas entitled to
investment preferences stipulated in Decree No. 149/2005/ND-CP of December 8,
2005, detailing the implementation of the Law on Import Duty and Export Duty;
e/ Other regulations on investment contrary to this
Decree.
3. Ministers, heads of ministerial-level agencies and
government-attached agencies and presidents of provincial-level Peoples
Committees shall, within the scope of their respective functions and tasks,
guide and implement this Decree.
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APPENDIX I
LIST
OF DOMAINS ENTITLED TO INVESTMENT PREFERENCES
(Promulgated together with the Governments Decree No. 108/2006/ND-CP of
September 22, 2006)
A. LIST OF DOMAINS ENTITLED TO SPECIAL INVESTMENT
PREFERENCES
I. MANUFACTURE OF NEW MATERIALS AND PRODUCTION OF NEW
ENERGY; MANUFACTURE OF PRODUCTS OF HIGH TECHNOLOGY, OF BIO-TECHNOLOGY AND OF
INFORMATION TECHNOLOGY; MECHANICAL MANUFACTURING
1. Manufacture of composite materials, light construction
materials, precious and rare materials.
2. Manufacture of high-quality steel, alloys, special
metal, porous iron and steel billet.
3. Investment in the construction of establishments using
solar energy, wind energy, biogas, geothermic and tidal energy.
4. Production of medical equipment for analytical and
extractive technology in the medical sector; orthopaedic equipment, specialized
vehicles and equipment for the disabled.
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6. Production of computers, telecommunication and
communication and Internet equipment and key information technology products.
7. Production of semi-conductors and hi-tech electronic
components; production of software products, items of digital information;
provision of services on software, research into information technology and
training of human resources for information technology.
8. Investment in the production and manufacture of
precision mechanical engineering equipment; equipment and machines for
examination and control of industrial manufacturing safety; industrial robots.
II. BREEDING, REARING, GROWING AND PROCESSING AGRICULTURAL,
FOREST AND AQUACULTURE PRODUCTS; SALT MAKING; PRODUCTION OF ARTIFICIAL STRAINS,
NEW PLANT VARIETIES AND LIVESTOCK BREEDS
9. Afforestation, tending of forests.
10. Breeding, rearing and growing agricultural, forest and
aquaculture products on uncultivated land, unexploited waters.
11. Fishery in offshore sea waters.
12. Production of artificial strains, new plant varieties
and livestock breeds of high economic value.
13. Production, mining and refining of salt.
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14. Application of high technology or new technology which
has not yet been used in Vietnam; application of bio-technology.
15. Treatment of pollution and protection of environment;
production of equipment for pollution treatment and equipment for observation
and analysis of the environment.
16. Collection and treatment of wastewater, waste gas and
solid waste; recycling or reuse of waste.
17. Research, development and nursery of high technology.
IV. LABOR INTENSIVE INDUSTRIES
18. Projects employing 5,000 or more employees on a
regular basis.
V. CONSTRUCTION AND DEVELOPMENT OF INFRASTRUCTURES AND
IMPORTANT PROJECTS
19. Investment in the construction and commercial
operation of infrastructures of industrial parks, export processing zones,
hi-tech parks and economic zones or important projects falling within the
deciding competence of the Prime Minister.
VI. DEVELOPMENT OF EDUCATION, TRAINING, HEALTH CARE,
PHYSICAL TRAINING AND SPORTS
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21. Investment in the establishment of facilities for
epidemic prevention and control.
22. Investment in the establishment of geriatric centers
or centers for relief and care of the disabled and orphans.
23. Investment in the construction of centers of training
for high-achievement sports, sport training for the disabled; the construction
of sport facilities with training and competition equipment satisfying
requirements for organization of international tournaments.
VII. OTHER MANUFACTURING AND SERVICE SECTORS
24. Investment in research and development (R & D)
accounting for 25% or more of the revenue.
25. Salvage operations at sea.
26. Investment in the construction of apartment buildings
for workers working in industrial parks, export processing zones, hi-tech parks
and economic zones; investment in the construction of dormitories for students
and of residential houses for social policy beneficiaries.
B. LIST OF DOMAINS ENTITLED TO INVESTMENT PREFERENCES
I. MANUFACTURE OF NEW MATERIALS AND PRODUCTION OF NEW
ENERGY; MANUFACTURE OF PRODUCTS OF HIGH-TECHNOLOGY, OF BIO-TECHNOLOGY OR OF
INFORMATION TECHNOLOGY; MECHANICAL MANUFACTURING
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2. Production of non-ferrous metals and refining of cast
iron.
3. Production of molds and prototypes for metal and
non-metal products.
4. Investment in the construction of new power plants, in
power distribution and transmission.
5. Production of medical supplies and equipment,
construction of warehouses for preservation of pharmaceutical products,
reserves of medicines for human use in case of natural disasters and dangerous
epidemics.
6. Production of equipment used for testing toxic
substances in foodstuffs.
7. Development of the petrochemical industry.
8. Production of coke and active coal.
9. Production of plant protection drugs, pesticides,
preventive and curative drugs for animals and aquatic creatures; veterinary
drugs.
10. Materials for production of medicines or medicines for
prevention or treatment of social diseases; vaccines; biological products;
medicines produced from pharmaceutical materials; eastern medicines.
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12. Development of sources of pharmaceutical materials and
production of medicines from pharmaceutical materials; projects for research or
substantiation of scientific grounds for prescriptions for eastern medicines
and formulation of standards for testing of prescriptions for eastern
medicines; survey and statistics of types of pharmaceutical materials used for
production of medicines; collection, inheritance and application of
prescriptions for eastern medicines, finding, exploitation and use of new
pharmaceutical materials.
13. Production of electronic appliances.
14. Production of machines, equipment and detail
assemblies for the following sectors: oil and gas exploitation, mining, energy
and cement; production of large-sized lifting equipment; production of machine
tools for metal processing and metallurgy equipment.
15. Investment in the manufacture of high and medium
voltage electric devices or generators of large capacity.
16. Investment in the production of diesel engines; investment
in the repair or building of ships; equipment and spare parts for
transportation ships and fishing ships; production of dynamic and hydraulic
machinery and spare parts and compressing machines.
17. Production of equipment, vehicles and machinery for
construction; technical equipment for the transportation sector; locomotives
and carriages;
18. Investment in the manufacture of machine tools,
machinery, equipment and components for agricultural and forest production;
machinery for food processing; irrigation equipment.
19. Investment in the production of equipment, machinery
for textiles, garments and leather industries.
II. BREEDING, REARING, GROWING AND PROCESSING OF
AGRICULTURAL, FOREST AND AQUACULTURE PRODUCTS; SALT MAKING; PRODUCTION OF
ARTIFICIAL STRAINS, NEW PLANT VARIETIES AND LIVESTOCK BREEDS
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21. Investment in post-harvest preservation of
agricultural products, preservation of agricultural and aquaculture products
and foodstuffs.
22. Production of bottled or canned fruit juices.
23. Production and refining of feed for cattle, poultry
and aquatic resources.
24. Technical services for planting industrial and forest
trees, husbandry, aquaculture, protection of plants and livestock.
25. Production, multiplication or crossbreeding for new
plant varieties or livestock breeds.
ILL. USE OF HIGH TECHNOLOGY AND MODERN TECHNIQUES;
PROTECTION OF THE ECOLOGICAL ENVIRONMENT; RESEARCH, DEVELOPMENT AND NURSERY OF
HIGH TECHNOLOGY
26. Manufacture of equipment for responding to and dealing
with oil spills.
27. Manufacture of equipment for waste treatment.
28. Investment in the construction of technical facilities
and works: laboratories and experimental stations to apply new technology to
production; investment in the establishment of research institutes.
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29. Projects regularly employing between 500 and 5,000
employees.
V. CONSTRUCTION AND DEVELOPMENT OF INFRASTRUCTURES
30. Construction of infrastructures serving production and
business of cooperatives and life of communities in rural areas.
31. Investment in and commercial operation of
infrastructures and investment in the production in industrial complexes,
industrial spots, complexes of rural trade villages.
32. Construction of water plants and water supply systems
for civil and industrial use; investment in the construction of water drainage
systems.
33. Construction and upgrading of bridges, roads,
terminals, airports, seaports, railway stations, bus stations and parking lots;
establishment of new railway routes.
34. Construction of technical infrastructures of
concentrated population areas in the geographical areas in Appendix II to this
Decree.
VI. DEVELOPMENT OF EDUCATION, TRAINING, HEALTH CARE,
PHYSICAL TRAINING, SPORTS AND NATIONAL CULTURE
35. Investment in the construction of infrastructures for
education and training establishments; investment in the construction of
people-founded and private schools and education and training establishments at
the levels of pre-school education; general education, vocational high-school
education and tertiary education.
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37. Construction: physical training or sport centers,
training facilities and physical training and sports clubs; establishments for
production, manufacture and repair of equipment, supplies and equipment for
physical training and sports.
38. Establishment of national cultural houses; national
dance, music and song troupes; theaters, film studios, cinemas; establishments
for production, manufacture and repair of national musical instruments;
maintenance and preservation of museums, national cultural houses and culture
and arts schools.
39. Investment in the construction of national tourist
sites, ecological tourist sites and cultural parks for sports, entertainment
and recreation activities.
VII. DEVELOPMENT OF TRADITIONAL TRADES AND OCCUPATIONS
40. Building up and development of traditional trades and
occupations for production of fine-art and handicraft goods, processing of
agricultural products and foodstuffs and cultural products.
VIII. OTHER MANUFACTURING AND SERVICE SECTORS
41. Provision of Internet connection, access and
application services and points for accessing public telephones in areas in
Appendix II to this Decree.
42. Development of mass transit including: transportation
by ships, aircraft; railway transportation; road transportation of passengers
by cars with 24 seats or more; transportation of passengers by modern and
high-speed vehicles by inland waterway; container transportation.
43. Investment in the relocation of production
establishments to non-urban areas.
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45. Production of childrens toys.
46. Activities in mobilizing capital and lending capital
of peoples credit funds.
47. Legal consultancy, services of consultancy on
intellectual property and technology transfer.
48. Production of various types of materials for
production of pesticides.
49. Production of base chemicals, purified chemicals,
special-use chemicals and dyes.
50. Production of materials for production of detergents
and additives for the chemical industry.
51. Production of paper, cartons, artificial planks from
domestic agricultural and forest materials; production of pulp.
52. Weaving and fashioning of textile products; production
of silk and fibers of all types; tanning and processing of leather.
53. Investment projects on production activities in
industrial parks established under decisions of the Prime Minister.
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APPENDIX II
LIST
OF GEOGRAPHICAL AREAS ENTITLED TO INVESTMENT PREFERENCES
(Promulgated together with the Governments Decree No. 108/2006/ND-CP of
September 22, 2006)
Ordinal number
Province
Areas with extremely difficult
socio-economic conditions
Areas with difficult
socio-economic conditions
1
Bac Kan
All districts and towns
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2
Cao Bang
All districts and towns
3
Ha Giang
All districts and towns
4
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All districts and towns
5
Son La
All districts and towns
6
Dien Bien
All districts and Dien Bien city
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7
Lao Cai
All districts
Lao Cai City
8
Tuyen Quang
Na Hang and Chiem Hoa districts
Ham Yen, Son Duong and Yen Son districts and Tuyen Quang
town
9
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Son Dong district
Luc Ngan, Luc Nam, Yen The and Hiep Hoa districts
10
Hoa Binh
Da Bac and Mai Chau districts
Kim Boi, Ky Son, Luong Son, Lac Thuy, Tan Lac, Cao Phong,
Lac Son and Yen Thuy districts
11
Lang Son
Binh Gia, Dinh Lap, Cao Loc, Loc Binh, Trang Dinh, Van
Lang and Van
Quan districts
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12
Phu Tho
Thanh Son and Yen Lap districts
Doan Hung, Ha Hoa, Phu Ninh, Song Thao, Thanh Ba, Tam
Nong and Thanh Thuy districts
13
Thai Nguyen
Vo Nhai anh Dinh Hoa districts
Dai Tu, Pho Yen, Phu Luong, Phu Binh and Dong Hy
districts
14
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Luc Yen, Mu Cang Chai and Tram Tau districts
Tran Yen, Van Chan, Van Yen and Yen Binh districts and
Nghia Lo town
15
Quang Ninh
Ba Che and Binh Lieu districts, Co To island district,
islands and offshore islands under provincial authority
Van Don district
16
Hal Phong
Bach Long Vy and Cat Hal island districts
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17
Ha Nam
Ly Nhan and Thanh Liem districts
18
Nam Dinh
Giao Thuy, Xuan Truong, Hai Hau and Nghia Hung districts
19
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Thai Thuy and Tien Hai districts
20
Ninh Binh
Nho Quan, Gia Vien, Kim Son, Tam Diep and Yen Mo
districts
21
Thanh Hoa
Muong Lat, Quan Hoa, Ba Thuoc, Lang Chanh, Thuong Xuan,
Cam Thuy, Ngoc Lac, Nhu Thanh and Nhu Xuan districts
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22
Nghe An
Ky Son, Tuong Duong, Con Cuong, Que Phong, Quy Hop, Quy
Chau and Anh Son districts
Tan Ky, Nghia Dan and Thanh Chuong districts
23
Ha Tinh
Huong Khe, Huong Son and Vu Quang districts
Duc Tho, Ky Anh, Nghi Xuan, Thach Ha, Cam Xuyen and Can
Loc districts
24
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Tuyen Hoa, Minh Hoa and Bo Trach districts
Other districts
25
Quang Tri
Huong Hoa and Dac Krong districts
Other districts
26
Thua Thien Hue
A Luoi and Nam Dong districts
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27
Da Nang
Hoang Sa island district
28
Quang Nam
Dong Giang, Tay Giang, Nam Giang, Phuoc Son, Bac Tra My,
Nam Tra My, Hiep Duc, Tien Phuoc and Nui Thanh districts and Cu Lao Cham
island
Dai Loc and Duy Xuyen districts
29
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Ba To, Tra Bong, Son Tay, Son Ha, Minh Long, Binh Son
and Tay Tra districts and Ly Son island district
Nghia Hanh and Son Tinh districts
30
Binh Dinh
An Lao, Vinh Thanh, Van Canh, Phu Cat and Tay Son
districts
Hoai An and Phu My districts
31
Phu Yen
Song Hinh, Dong Xuan, Son Hoa and Phu Hoa districts
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32
Khanh Hoa
Khanh Vinh and Khanh Son districts, Truong Sa island
district and islands under provincial management
Van Ninh, Dien Khanh and Ninh Hoa districts and Cam Ranh
town
33
Ninh Thuan
All districts
34
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Phu Quy island district
Bac Binh, Tuy Phong, Duc Linh, Tanh Linh, Ham Thuan Bac
and Ham Thuan Nam districts
35
Dak Lak
All districts
36
Gia Lai
All districts and towns
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37
Kon Tum
All districts and towns
38
Dak Nong
All districts
39
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All districts
Bao Loc town
40
Ba Ria - Vung Tau
Con Dao island district
Tan Thanh district
41
Tay Ninh
Tan Bien, Tan Chau, Chau Thanh and Ben Cau districts
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42
Binh Phuoc
Loc Ninh, Bu Dang and Bu Dop districts
Dong Phu, Binh Long, Phuoc Long and Chon Thanh districts
43
Long An
Duc Hue, Moc Hoa, Tan Thanh, Duc Hoa, Vinh Hung and Tan
Hung districts
44
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Tan Phuoc district
Go Cong Dong and Go Cong Tay districts
45
Ben Tre
Thanh Phu, Ba Chi and Binh Dai districts
Other districts
46
Tra Vinh
Chau Thanh and Tra Cu districts
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47
Dong Thap
Hong Ngu, Tan Hong, Tam Nong and Thap Muoi districts
Other districts
48
Vinh Long
Tra On district
49
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All districts
Soc Trang town
50
Hau Giang
All districts
Vi Thanh town
51
An Giang
An Phu, Tn Ton, Thoai Son, Tan Chau and Tinh Bien
districts
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52
Bac Lieu
All districts
Bac Lieu town
53
Ca Mau
All districts
Ca Mau city
54
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All districts, islands and offshore islands under provincial
management
Ha Tien and Rach Gia towns
Other localities
Hi-tech parks and economic zones entitled to preferences
under establishment decisions of the Prime Minister
Industrial parks established under decisions of the
Prime Minister
APPENDIX III
LIST
OF CONDITIONAL INVESTMENT DOMAINS APPLICABLE TO FOREIGN INVESTORS
(Promulgated together with the Governments Decree No. 108/2006/ND-CP of
September 22, 2006)
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2. Production, publishing and distribution of cultural
products.
3. Exploitation and processing of minerals.
4. Establishment of infrastructures for telecommunications
networks, transmission and provision of Internet and telecommunications
services.
5. Establishment of public postal networks and provision
of postal services and delivery services.
6. Construction and operation of river ports, seaports, airports and airfields.
7. Transportation of goods and passengers by rail, air,
land and sea and inland waterways.
8. Catching of marine resources.
9. Production of cigarettes.
10. Real estate business.
11. Investment in import, export and distribution.
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13. Hospitals and clinics.
14. Other investment domains in treaties to which Vietnam
is a contracting party and which restrict the opening of the market to foreign
investors.
Investment conditions applicable to foreign investors with
investment projects in the domains specified in this Appendix must conform with
the provisions of treaties to which Vietnam is a contracting party.
APPENDIX IV
LIST
OF DOMAINS BANNED FROM INVESTMENT
(Promulgated together with the Governments Decree No. 108/2006/ND-CP of
September 22, 2006)
I. PROJECTS WHICH ARE DETRIMENTAL TO NATIONAL DEFENSE
AND SECURITY AND PUBLIC INTERESTS
1. Production and processing of narcotics.
2. Investment in and commercial operation of secret
investigation services infringing upon state interests, legitimate rights and
interests of organizations and individuals.
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II. PROJECTS WHICH ARE HARMFUL TO HISTORICAL AND
CULTURAL RELICS, MORALITY AND VIETNAMESE FINE CUSTOMS
4. Projects on construction of works within the premises
of national historical or cultural relics; projects adversely affecting the
architecture and landscape of national historical cultural relics.
5. Production of depraved cultural or superstitious
products.
6. Production of dangerous toys or toys which are harmful
to personality education and health of children or security, social order
and safety.
7. Prostitution business; trafficking of women and
children.
8. Experiments of human cloning.
ILL. PROJECTS WHICH ARE HARMFUL TO THE PEOPLES HEALTH,
OR WHICH DESTROY NATURAL RESOURCES AND THE ENVIRONMENT.
9. Production of schedule 1 chemicals (in accordance with
the International Convention).
10. Production of veterinary drugs, plant protection drugs
which are banned from use or are not permitted for use in Vietnam.
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IV. PROJECTS ON TREATMENT OF HAZARDOUS WASTE BROUGHT
FROM OVERSEAS INTO VIETNAM; PROJECTS ON MANUFACTURE OF TOXIC CHEMICALS OR ON
USE OF TOXIC AGENTS PROHIBITED UNDER TREATIES
12. Projects on treatment of hazardous waste brought from
overseas into Vietnam; projects on manufacture of toxic chemicals or on use of
toxic agents prohibited under treaties to which Vietnam is a contracting party.
V. OTHER PROJECTS BANNED FROM INVESTMENT IN ACCORDANCE
WITH LAW.-