|
NATIONAL
ASSEMBLY
-------
|
SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
----------
|
|
No.
59/2005/QH11
|
Hanoi,
November 29, 2005.
|
LAW
ON INVESTMENT
Pursuant to the 1992 Constitution of the Socialist
Republic of Vietnam as amended by Resolution 51-2001-QH10 passed by Legislature
X of the National Assembly at its 10th Session on 25 December 2001;
This Law regulates investment activities.
Chapter 1
GENERAL PROVISIONS
Article 1 Governing scope
This Law regulates investment activities for
business purposes; the rights and obligations of investors; the guarantee of
lawful rights and interests of investors; encouragement of investment and
investment incentives; State administration of investment activities in Vietnam
and offshore investment from Vietnam.
Article 2 Applicable
entities
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Organizations and individuals involved in
investment activities.
Article 3 Interpretation
of terms
In this Law, the following terms shall be
construed as follows:
1. Investment means the use of capital in the
form of tangible or intangible assets for the
purposes of forming assets by investors to carry
out investment activities in accordance with the provisions of this Law and
other provisions of the relevant laws.
2. Direct investment means a form of investment
whereby the investor invests its invested capital
and participates in the management of the
investment activity.
3. Indirect investment means a form of
investment through the purchase of shares, share
certificates, bonds, other valuable papers or
[investment through]1 a securities investment fund
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
directly in the management of the investment
activity.
4. Investor means any organization or individual
carrying out investment activities in accordance
with the law of Vietnam, comprising:
(a) Enterprises from all economic sectors
established in accordance with the Law on Enterprises;
(b) Co-operatives and co-operative groups
established in accordance with the Law on Co
operatives;
(c) Enterprises with foreign owned capital
established prior to the date of effectiveness of this Law;
(d) Business households, individuals;
(dd) Foreign organizations and individuals;
Vietnamese residing overseas; foreigners
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(e) Other organizations as permitted by the law
of Vietnam.
5. Foreign investor means any foreign
organization or individual using capital in order to carry out
an investment activity in Vietnam.
6. Enterprises with foreign owned capital comprise
any enterprise established by a foreign investor in order to conduct investment
activities in Vietnam; or a Vietnamese enterprise in which a foreign investor
purchases shares, [with which it] merges or which it acquires.
7. Investment activity means activities of
investors throughout the investment process, comprising the stages of
investment preparation, performance and management of the investment project.
8. Investment project means a collection of
proposals for the expenditure of medium and long-term capital in order to carry
out an investment activity in a specific geographical area and for a specified
duration.
9. Invested capital means the money and other
lawful assets used to carry out the investment activity either in the form of
direct investment or indirect investment.
10. State capital means capital for investment
and development funded from the State Budget, capital funded by credit
facilities guaranteed by the State, capital funded by credit facilities for
investment and development of the State, and other investment capital of the
State.
11. Investment owner means an organization or
individual being a capital owner, a person representing an owner or a borrower
which directly manages and uses capital in order to carry out an investment
activity.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
13. Domestic investment means the use of capital
in cash or other lawful assets by domestic investors in order to carry out
investment activities in Vietnam.
14. Offshore investment means [investment where]
investors send overseas their capital in lawful cash or other assets from
Vietnam in order to carry out investment activities.
15. Sector in which investment is conditional
means a sector in which investment shall only be permitted subject to specific
conditions as stipulated by law.
16. Business co-operation contract (BCC) means
the investment form signed between investors in order to co-operate in business
and to share profits or products without creating a legal entity.
17. Build-operate-transfer contract (BOT) means
the investment form signed by a competent State body and an investor in order
to construct and operate commercially an infrastructure facility for a fixed
duration; and, upon expiry of the duration, the investor shall, without
compensation, transfer such facility to the State of Vietnam.
18. Build-transfer-operate contract (BTO) means
the investment form signed by a competent State body and an investor in order
to construct an infrastructure facility; and, upon completion of construction,
the investor shall transfer the facility to the State of Vietnam and the
Government shall grant the investor the right to operate commercially such
facility for a fixed duration in order to recover the invested capital and gain
profits.
19. Build-transfer contract (BT) means the
investment form signed by a competent State body and an investor in order to
construct an infrastructure facility; and, upon completion of construction, the
investor shall transfer the facility to the State of Vietnam and the Government
shall create conditions for the investor to implement another project in order
to recover the invested capital and gain profits or to make a payment to the
investor in accordance with an agreement in the BT contract.
20. Industrial zone means a zone which
specializes in the manufacture of industrial products and the provision of
services for industrial manufacture, which has defined geographical boundaries
and which is established in accordance with regulations of the Government.
21. Export processing zone means an industrial
zone which specializes in the manufacture of export products and the provision
of services for the manufacture of export products and export activities, which
has defined geographical boundaries and which is established in accordance with
regulations of the Government.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
23. Economic zone means a zone which has an
economic area separated from the general investment and business environment
and with specially favourable conditions for investors, and which has defined
geographical boundaries and which is established in accordance with regulations
of the Government.
Article 4 Policies on
investment
1 Investors shall be permitted to invest in all
sectors and in all industries and trades which are not prohibited by law; and
shall have the right to autonomy and to make decisions on investment activities
in accordance with the law of Vietnam.
2. The State shall provide equal treatment
before the law to all investors from all economic sectors, and as between
domestic investment and foreign investment; and the State shall encourage and
facilitate investment activities.
3. The State shall recognize and protect the
ownership of assets, invested capital and revenue and other lawful rights and
interests of investors; and shall recognize the long-term existence and
development of investment activities.
4. The State undertakes to implement
international treaties concerning investment of which the Socialist Republic of
Vietnam is a member.
5. The State shall encourage and shall have a
policy of incentives applicable to investment in investment incentive sectors
and geographical areas.
Article 5 Application of
investment laws, international treaties, foreign laws and international
investment custom
1. Investment activities of investors within the
territory of Vietnam must comply with the provisions of this Law and other
provisions of the relevant laws.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
3. If an international treaty of which the
Socialist Republic of Vietnam is a member contains provisions which are
different from the provisions in this Law, the provisions of such international
treaty shall prevail.
4. Applicable to foreign investment activities,
where the law of Vietnam does not yet contain any provision, the parties may
agree in the contract on application of foreign law and international
investment custom, if application of such foreign law and international
investment custom is not contrary to the fundamental principles of the law of
Vietnam.
Chapter 2
INVESTMENT GUARANTEES
Article 6 Guarantees
relating to capital and assets
1. Lawful assets and invested capital of
investors shall not be nationalized or confiscated by administrative measures.
2. In a case of real necessity for the purpose
of national defence and security and in the national interest, if the State
acquires compulsorily or requisitions an asset of an investor, such investor
shall be compensated or paid damages at the market prices at the time of
announcement of such compulsory acquisition or requisition.
Payment of compensation or damages must ensure
the lawful interests of investors and be made on the basis of
non-discrimination between investors.
3. Any compensation or damages payable to
foreign investors as stipulated in clause 2 of this article shall be made in a
freely convertible currency and shall be permitted to be remitted abroad.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 7 Protection of
intellectual property rights
The State shall protect intellectual property
rights during investment activities; and shall ensure the legitimate rights of
investors in technology transfer in Vietnam in accordance with the laws on
intellectual property and other provisions of the relevant laws.
Article 8 Opening
markets and investments related to trade
In order to comply with the provisions of
international treaties of which the Socialist Republic of Vietnam is a member,
the State guarantees to implement the following provisions in respect of
foreign investors:
1. To open the investment market in compliance
with the committed schedule;
2. Not to compel investors to undertake the
following requirements:
(a) To give priority to the purchase or use of
domestic goods or services; or to purchase compulsorily goods from a specific
domestic manufacturer or services from a specific domestic service provider;
(b) To export goods or services at a fixed
percentage; to restrict the quantity, value or type of goods or services which
may be exported or of goods which may be manufactured domestically or services
which may be provided domestically;
(c) To import goods at the same quantity and
value as goods exported, or to self-balance compulsorily foreign currency from
sources obtained from exported goods in order to satisfy their import
requirements;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(dd) To achieve a stipulated level or value in
their research and development activities in Vietnam;
(e) To supply goods or provide services in a
particular location whether in Vietnam or abroad;
(g) To establish its head office in a particular
location.
Article 9 Remittance of
capital and assets abroad
1. After a foreign investor has discharged fully
its financial obligations to the State of Vietnam, it shall be permitted to
remit abroad the following:
(a) Its profits derived from business activities;
(b) Payments received from the provision of
technology and services and from intellectual property;
(c) The principal of and any interest on foreign
loans;
(d) Invested capital and proceeds from the
liquidation of investments;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. A foreigner working in Vietnam for an
investment project shall be permitted to remit abroad his or her lawful income
after having discharged fully his or her financial obligations to the State of
Vietnam.
3. The remittance of the above sums of money
shall be made in a freely convertible currency in accordance with the trading
exchange rate published by a commercial bank selected by the investor.
4. Procedures for remitting abroad the sums of
money relating to an investment activity shall be subject to the laws on
foreign exchange control.
Article 10 Application
of uniform prices, fees and charges
During the process of an investment activity,
the investor shall be entitled to uniform application of price rates for goods
and fees and charges for services which are controlled by the State.
Article 11 Investment
guarantees in the event of changes in law or policies
1. If a newly promulgated law or policy contains
higher benefits and incentives than those to which the investor was previously
entitled, then the investor shall be entitled to the benefits and incentives in
accordance with the new law as from the date the new law or policy takes
effect.
2. If a newly promulgated law or policy
adversely affects the lawful benefits enjoyed by an investor prior to the date
of effectiveness of such law or policy, the investor shall be guaranteed to
enjoy incentives the same as the investment certificate or there shall be
resolution by one, a number or all of the following methods:
(a) Continuation of enjoyment of benefits and
incentives;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(c) There shall be a change of the operational
objective of the project;
(d) Consideration shall be given to paying
compensation in necessary circumstances.
3. Based on the provisions of the laws and
commitments in international treaties of which the Socialist Republic of
Vietnam is a member, the Government shall make specific provisions on guarantee
for interests of investors in the case where a change in laws or policies
affects adversely the interests of the investors.
Article 12 Dispute
resolution
1. Any dispute relating to investment activities
in Vietnam shall be resolved through negotiation and conciliation, or shall be
referred to arbitration or to a court in accordance with law.
2. Any dispute as between domestic investors or
as between a domestic investor and a State administrative body of Vietnam
relating to investment activities in the territory of Vietnam shall be resolved
at a Vietnamese court or arbitration body.
3. Any dispute to which one disputing party is a
foreign investor or an enterprise with foreign owned capital, or any dispute as
between foreign investors shall be resolved by one of the following tribunals
and organizations:
(a) A Vietnamese court;
(b) A Vietnamese arbitration body;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(d) An international arbitration body;
(dd) An arbitration tribunal established in
accordance with the agreement of the disputing parties.
4. Any dispute between a foreign investor and
State administrative body of Vietnam relating to investment activities in the
territory of Vietnam shall be resolved by a Vietnamese court or arbitration
body, unless otherwise provided in a contract signed between a representative
of a competent State body of Vietnam with the foreign investor or in an
international treaty of which the Socialist Republic of Vietnam is a member.
Chapter 3
RIGHTS AND OBLIGATIONS
OF INVESTORS
Article 13 Right to
autonomy in investment - business
[Investors shall have the following rights:]
1. To select the sector in which to make an
investment, the form of investment, the method of raising capital, the geographical
location and scale of the investment; an investment partner and the duration of
operation of the project.
2. To register business in one or more
industries and trades, to establish enterprises in accordance with law and to
make its own decisions concerning its registered investment - business
activities.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
[Investors shall have the following rights:]
1. Equality in access to and use of sources of
credit capital and aid funds, and in use of land and natural resources in
accordance with law.
2. To lease or purchase equipment and machinery
either domestically or overseas in order to carry out an investment project.
3. To recruit domestic employees; to recruit
foreign employees to fulfil management tasks, to provide technical labour and
to provide expertise in accordance with production and business requirements,
unless otherwise provided in an international treaty of which the Socialist
Republic of Vietnam is a member in which case such international treaty shall
apply.
Article 15 Right to
import and export, to conduct marketing and advertise, to process and
re-process goods relevant to investment activities
[Investors shall have the following rights:]
1. To import directly or to import by way of
authorized dealers; equipment, machinery, raw materials, supplies and goods for
investment activities; and to export directly or to export by way of authorized
dealers and to sell its products.
2. To advertise and market its products and
services and to enter into advertising contracts directly with organizations
which are authorized to publish advertisements.
3. To undertake activities being processing or
reprocessing of products; to place orders for processing or reprocessing of
goods domestically, or to place orders for processing of goods overseas in
accordance with the commercial law.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. Investors shall be permitted to purchase
foreign currencies from credit institutions authorized to conduct foreign
currency business in order to meet the demand of their current transactions,
capital transactions and other transactions in accordance with the provisions
of the law on foreign exchange control.
2. The Government shall guarantee or assist the
foreign currency balance of a number of important projects in the sectors of
energy, construction of traffic infrastructure facilities and waste treatment.
Article 17 Right to
assign or adjust capital or investment project
1. Investors shall have the right to assign or
adjust capital or an investment project. Where profits arise from an
assignment, the assignor must pay income tax in accordance with law.
2. The Government shall provide conditions for
assignment or adjustment of capital or investment projects in cases where such
conditions are required.
Article 18 Mortgage of
land use rights and of assets attached to land
Investors having investment projects shall be
permitted to mortgage land use rights and assets attached to land with credit
institutions authorized to operate in Vietnam in order to borrow capital for
implementation of projects in accordance with law.
Article 19 Other rights
of investors
[Investors shall have the following rights:]
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. To have access to and use public services on
the principle of non-discrimination.
3. To have access to legal instruments and
policies relating to investment; to data on the national economy, to data about
each economic sector and to other relevant information about investment
activities; and to contribute its opinions on laws and policies relating to
investment.
4. To lodge complaints, to make denunciations or
to institute legal proceedings relating to breaches of the law by organizations
and individuals in accordance with law.
5. To exercise other rights in accordance with
law.
Article 20 Obligations
of investors
[Investors shall have the following
obligations:]
1. To comply with the provisions of the laws on
investment procedures; to carry out investment activities correctly in
accordance with the registered investment contents [and/or] the provisions of
the investment certificate.
The investor shall be responsible for the
accuracy and truthfulness of the contents of investment registration and of the
investment project file and the lawfulness of documents on certification.
2. To discharge fully financial obligations in
accordance with law.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
4. To perform obligations in accordance with the
law on insurance, on labour; to respect the honour and dignity of employees and
the customs of Vietnam.
5. To respect and create favourable conditions
for employees to establish or participate in political organizations and
socio-political organizations.
6. To implement the provisions of the law on
protection of the environment.
7. To perform other obligations in accordance
with law.
Chapter 4
FORMS OF INVESTMENT
Article 21 Forms of
direct investment
[Investors shall be permitted to carry out the
following forms of direct investment:]
1. To establish economic organizations in the
form of one hundred (100) per cent capital of domestic investors or (100) per
cent capital of foreign investors.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
3. To invest in the contractual forms of: BCC ;
BO; BTO; and BT.
4. To invest in business development.
5. To purchase shares or to contribute capital
in order to participate in management of investment activities.
6. To invest in the carrying out of a merger and
acquisition of an enterprise.
7. To carry out other forms of direct
investment.
Article 22 Investments
to enable establishment of economic organizations
1. Based on the forms of investment stipulated
in article 21 of this Law, investors shall be permitted to make an investment
to enable the establishment of the following economic organizations:
(a) Enterprises organized and operating in
accordance with the Law on Enterprises;
(b) Credit institutions, insurance enterprises,
investment funds and other financial organizations in accordance with various
laws;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(d) Other economic organizations in accordance
with law.
2. In addition to the economic organizations
stipulated in clause 1 of this article, domestic investors shall be permitted
to make an investment to enable the establishment of co-operatives and
co-operative groups organized and operating in accordance with the Law on
Co-operatives; business households in accordance with law.
Article 23 Investment
in accordance with contract
1. Investors shall be permitted to sign a BCC
contract in order to co-operate in production and to share profits or to share
products and other forms of business co-operation.
The contract shall set out the co-operating
parties; the contents of the co-operation; the duration of business; the
rights, obligations and responsibilities of each party; the co-operative
relationship between the parties and the management organization as agreed by
the parties.
A BCC contract in the sector of prospecting,
exploration and mining of petroleum and some other natural resources and in the
form of a production sharing contract shall be implemented in accordance with
the provisions in this Law and other provisions of the relevant laws.
2. Investors shall be permitted to sign a BOT,
BTO and BT contract with the competent State body in order to implement
projects for new construction, expansion, modernization and operation of
infrastructure projects in the sectors of traffic, electricity production and
business, water supply or drainage, waste treatment and other sectors as
stipulated by the Prime Minister of the Government.
The Government shall provide regulations on
investment sectors; on the conditions, order, procedures and methods of
implementation of investment projects; and on the rights and obligations of the
parties implementing an investment project in the contractual form of BOT, BTO
and BT.
Article 24 Investment
in business development
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. Expanding scale, increasing output capacity
and business capability.
2. Renovating technology, improving product
quality and reducing environmental pollution.
Article 25 Capital
contribution, purchase of shareholding, merger and acquisition
1. Investors shall be permitted to contribute
capital to and to purchase shareholding in companies and branches operating in
Vietnam.
The ratio of capital contribution and purchase
of shareholding by foreign investors in a number of sectors, industries and
trades shall be regulated by the Government.
2. Investors shall be permitted to merge and to
acquire companies and branches.
The conditions for merger and acquisition of
companies and branches shall be regulated by this Law, the law on competition
and other provisions of the relevant laws.
Article 26 Indirect
investment
1. Investors shall be permitted to carry out the
following forms of indirect investment in Vietnam:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(b) Through securities investment funds;
(c) Through other intermediary financial
institutions.
2. Any investment by way of purchase or sale of
shares, share certificates, bonds and other valuable papers of individuals and
organizations and procedures for conducting indirect investment activities
shall be implemented in accordance with the law on securities and other
provisions of the relevant laws.
Chapter 5
INVESTMENT SECTORS AND
GEOGRAPHICAL AREAS, INVESTMENT INCENTIVES AND SUPPORT
SECTION 1. INVESTMENT SECTORS
AND GEOGRAPHICAL AREAS
Article 27 Incentive
investment sectors [shall comprise]
1. Manufacture of new materials and production
of new energy; manufacture of high-tech products; bio-technologies; information
technology; mechanical manufacturing.
2. Breeding, rearing, growing and processing
agricultural, forestry and aquaculture products; production of salt; creation
of new plant and animal variety.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
4. Labour intensive industries.
5. Construction and development of infrastructure
facilities and important industrial projects with a large scale.
6. Professional development of education,
training, health, sports, physical education and Vietnamese culture.
7. Development of traditional crafts and
industries.
8. Other manufacturing and service sectors which
require encouragement.
Article 28 Geographical
areas of investment incentives
[Investment shall be encouraged in the following
areas:]
1. Areas with difficult socio-economic
conditions; areas with specially difficult socio-economic conditions.
2. Industrial zones, export processing zones,
high-tech zones and economic zones.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. Sectors in which investment is subject to
conditions shall comprise:
(a) Sectors impacting on national defence and
security, social order and safety;
(b) Banking and finance sector;
(c) Sectors impacting on public health;
(d) Culture, information, the press and
publishing;
(dd) Entertainment services;
(e) Real estate business;
(g) Survey, prospecting, exploration and mining
of natural resources; the ecological environment;
(h) Development of education and training;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Applicable to foreign investors, in addition
to the sectors stipulated in clause 1 of this article, the sectors in which
investment is subject to conditions shall comprise investment sectors in
accordance with the schedule for implementation of international undertakings
in international treaties of which the Socialist Republic of Vietnam is a
member.
3. Where an enterprise with foreign owned
capital invested in a sector in which investment was unconditional but during
the course of the investment activity the list of sectors in which investment
is conditional was amended with the result that the relevant sector was
included, the investor shall be permitted to continue its investment activity
in that sector.
4. The same investment conditions which are
applicable to domestic investors shall be applied to foreign investors where
Vietnamese investors hold more than fifty one (51) per cent of the charter
capital of an enterprise.
5. Based on the requirements for socio-economic
development in each period and consistent with the undertakings in
international treaties of which the Socialist Republic of Vietnam is a member,
the Government shall regulate the list of investments subject to conditions,
the conditions applicable to the establishment of economic organizations, the
forms of investment, and opening the market in a number of sectors as
applicable to foreign investors.
Article 30 Sectors in
which investment is prohibited
[Investment activities shall be prohibited in
the following sectors:]
1. Projects which are detrimental to national
defence and security, and the public interest.
2. Projects which are detrimental to historical
and cultural traditions and ethics, and Vietnamese fine customs.
3. Projects which harm the people’s health, or
which destroy natural resources and the environment.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 31 Promulgation
of lists of investment incentive sectors and geographical areas of investment
incentives, and of sectors in which investment is conditional
1. Based on the master plan and strategies for
socio-economic development for each period and undertakings in international
treaties of which the Socialist Republic of Vietnam is a member, the Government
shall issue or amend and add to the list of investment incentive sectors, the
list of sectors in which investment is conditional, the list of sectors in
which investment is prohibited, the list of geographical areas of investment
incentives.
2. Ministries, ministerial equivalent bodies and
people’s committees of provinces and cities under central authority
(hereinafter referred to as provincial people’s committees) shall not be permitted
to issue regulations specifying sectors in which investment is prohibited and
sectors in which investment is conditional, or specifying investment incentives
which exceed the brackets stipulated by law.
SECTION 2. INVESTMENT
INCENTIVES
Article 32 Applicable
entities and conditions for investment incentives
1. Investors with investment projects in the
investment incentive sectors and geographical areas stipulated in articles 27
and 28 of this Law shall be entitled to the incentives as stipulated in this
Law and other provisions of the relevant laws.
2. The investment incentives stipulated in
clause 1 of this article shall be applicable to new investment projects and
investment projects for expansion of scale, for raising output capacity or
business capacity; for renovation of technology or raising product quality, or
for reducing environmental pollution.
Article 33 Tax
incentives
1. Investors having projects within the
categories stipulated in article 32 of this Law shall be entitled to preferential
tax rates, the duration of entitlement to such rates and the duration of
exemption from and reduction of tax in accordance with the law on tax.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
3. Investors shall be exempt from payment of
import duty on equipment, materials, means of transportation and other goods
for implementation of investment projects in Vietnam in accordance with the Law
on Export and Import Duties.
4. Income from activities of technology transfer
applicable to projects entitled to investment incentives shall be exempt from
income tax in accordance with the law on tax.
Article 34 Carrying
forward losses
If an investor suffers losses after completion
of tax finalization with the tax office, it shall be permitted to carry its
losses forward to the following year, and the amount of such losses shall be
set off against taxable income for the purposes of corporate income tax in
accordance with the Law on Corporate Income Tax. The period for carrying
forward losses shall not exceed five years.
Article 35 Depreciation
of fixed assets
Investment projects in investment incentive
sectors and geographical areas and business projects with high economic
efficiency shall be subject to accelerated depreciation of fixed assets; the
maximum rate of depreciation shall not be more than twice the level of
depreciation as stipulated by regulations on depreciation of fixed assets.
Article 36 Land use
incentives
1. The term of land use of an investment project
shall not exceed fifty (50) years; with respect to projects with a large amount
of invested capital and a slow rate of capital recovery, projects investing in
areas with difficult socio-economic conditions and projects investing in areas
with specially difficult socio-economic conditions which require a longer term,
the term of allocation or lease of land shall not exceed seventy (70) years.
If at the expiry of a term of land use an
investor with [a record of] good compliance with the law on land has a
requirement for continued land use, the competent State body shall consider an
application for extension of the term of land use in conformity with the
approved land use zoning.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 37 Incentives
applicable to investors who invest in industrial zones, export processing
zones, high-tech zones, and economic zones
Based on the conditions for socio-economic
development in each period and the principles stipulated in this Law, the
Government shall provide for incentives applicable to investors investing in
industrial zones, export processing zones, high-tech zones and economic zones.
Article 38 Procedures
for implementation of investment incentives
1. With respect to domestic investment projects
in the category for which investment is not registered and projects in the
category for which investment is registered as stipulated in article 45 of this
Law, investors shall, on the basis of the incentives and conditions for
investment incentives stipulated by law, assess themselves incentives and shall
conduct procedures at the competent State body for investment incentives.
If an investor requests the certification of
investment incentives, it shall conduct the procedures for investment
registration in order for the State administrative body for investment to
record investment incentives in the investment certificate.
2. With respect to domestic investment projects
in the category for which there must be evaluation for investment as stipulated
in article 47 of this Law and which satisfy the conditions for incentives, the
State administrative body for investment shall record incentives in the
investment certificate.
3. With respect to foreign invested projects
which satisfy the conditions for incentives, the State administrative body for
investment shall record investment incentives in the investment certificate.
Article 39 Circumstances
in which incentives may be extended
Where encouragement of the development of an
especially important branch, a zone or a special economic zone is required, the
Government may make a submission to the National Assembly for its consideration
and issuance of a resolution on investment incentives other than those
stipulated in this Law.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 40 Support for
technology transfer
1. The State of Vietnam shall create favourable conditions
for and ensure the lawful rights and interests of parties to technology
transfers (including capital contribution in the form of value of technology)
in order to implement investment projects in Vietnam in accordance with the law
on technology transfer.
2. The State shall encourage the transfer into
Vietnam of advanced technology, source technology and technology in order to
create new products, to improve production capacity, competitiveness and
product quality; and the saving and effective use of raw materials, fuel,
energy and natural resources.
Article 41 Training
support
1. The State shall encourage the establishment
of assistance funds for human resources training made up by contributions from
domestic and foreign organizations and individuals.
Expenses incurred by enterprises for training
shall be permitted to be included in reasonable expenses for the purposes of
calculation of taxable income subject to corporate income tax.
2. The State assists with funding from the State
Budget for employee training in enterprises by way of training assistance
programs.
Article 42 Support for
and encouragement of development of investment services
The State shall encourage and provide support
for organizations and individuals to provide the following investment support
services:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Intellectual property and technology transfer
consultancy.
3. Vocational education, technical training and
training on management skills.
4. Provision of market information, information
about science, technical matters and technology, and other economic and social
information at the request of investors.
5. Marketing, and investment and trade
promotions.
6. Establishment of and participation in social
organizations and socio-professional organizations.
7. Establishment of design and testing centres
in order to assist the development of medium and small-sized enterprises.
Article 43 Investment
in infrastructure systems for industrial zones, export processing zones, high-tech
zones and economic zones
1. Based on the master plan for the development
of industrial zones, export processing zones, high-tech zones and economic
zones as approved by the Government, ministries, ministerial equivalent bodies
and provincial people’s committees shall formulate investment master plans for
and arrange construction of technical and social infrastructure systems outside
the fence of industrial zones, export processing zones, high-tech zones and
economic zones which are under their management.
2. With respect to a number of localities
containing areas with difficult socio-economic conditions and areas with
specially difficult socio-economic conditions, the State shall provide partial
assistance to localities in order to invest jointly with investors in the
development of infrastructure facilities inside the fence of industrial zones
and export processing zones in accordance with regulations of the Government.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 44 Entry and
exit visas
Investors carrying out investment activities and
experts and technicians being foreign individuals who work regularly for an
investment project in Vietnam and their family members shall be issued with
multiple entry and exist visas. The maximum term of a visa shall be five years
on each occasion of issuance of a visa.
Chapter 6
DIRECT INVESTMENT
ACTIVITIES
SECTION 1. INVESTMENT
PROCEDURES
Article 45 Procedures
for registration of investment in respect of domestic investment projects
1. With respect to domestic investment projects
which have an invested capital of below fifteen (15) billion Vietnamese dong
and which are not included in the list of sectors of investment subject to
conditions, the investors shall not be required to perform the procedures for
investment registration.
2 With respect to domestic investment projects
which have an invested capital of between fifteen (15) billion Vietnamese dong and
below three hundreds (300) billion Vietnamese dong and which are not included
in the list of sectors of investment subject to conditions, the investors shall
perform the procedures for investment registration in the [prescribed] form at
a provincial State administrative body for investment.
Where investors request that investment
certificates be issued, the provincial State administrative body for investment
shall issue an investment certificate.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(a) Legal status of the investor;
(b) Objectives, sale and location for
implementation of the investment project;
(c) Invested capital, project implementation
schedule;
(d) Land use requirements and undertakings on
environmental protection;
(dd) Proposal for investment incentives (if
any);
4. The investor shall carry out the investment
registration prior to implementation of its investment project.
Article 46 Procedures
for registration of investment in respect of foreign invested projects
1. With respect of foreign invested projects
which have an invested capital of below three hundred (300) billion Vietnamese
dong and which are not included in the list of sectors of investment subject to
conditions, the investors shall perform the procedures for investment
registration at a provincial State administrative body for investment for
issuance of an investment certificate.
2. The file for investment registration shall
comprise:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(b) Report on financial ability of the investor;
(c) Joint venture contract or business
co-operation contract and charter of the enterprise (if any).
3. The provincial State administrative body for
investment shall issue an investment certificate within a time-limit of fifteen
(15) days from the date of receipt of the complete and valid file for
investment registration.
Article 47 Evaluation
of investment projects
1. With respect to domestic investment projects
or foreign invested projects which have an invested capital of three hundred
(300) billion Vietnamese dong or more and projects on the list of sectors of
investment subject to conditions, the procedures for evaluation must be
performed for issuance of an investment certificate.
2. The time-limit for evaluation of investment
shall not exceed thirty (30) days from the date of receipt of a complete and
valid file. In necessary cases, the above time-limit may be extended, but not
beyond forty five (45) days.
3. With respect to important national projects,
the National Assembly shall decide on the policy for and shall provide
regulations on the criteria for these projects, and the Government shall
provide regulations on the order and procedures for evaluation and for issuance
of investment certificates.
4. The Government shall provide regulations on
the State body which has authority to evaluate investments and issue investment
certificates.
Article 48 Procedures
for evaluation with respect to projects which have an invested capital of three
hundred (300) billion Vietnamese dong or more and which are not included in the
list of sectors of investment subject to conditions
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(a) Written request for issuance of an
investment certificate;
(b) Document certifying the legal status of the
investor;
(c) Report on financial ability of the investor;
(d) Economic-technical explanatory statement
containing the items in relation to objectives and location of the investment,
land use requirement; investment scale; ; invested capital; project
implementation schedule, technological or environmental solutions;
(dd) With respect to foreign investors, [in
addition to the above documents] the file shall include the joint venture
contract or the business co-operation contract, and the charter of the
enterprise (if any);
2. Items to be evaluated shall comprise:
(a) Compliance with master planning/zoning for
technical infrastructure, master planning/zoning for land use, master planning for
construction, master planning for utilization of minerals and other natural
resources;
(b) Land use requirements;
(c) Project implementation schedule;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 49 Procedures
for evaluation in respect of projects on the list of sectors of investment
subject to conditions
1. Procedures for evaluation with respect to
projects with an invested capital of below three hundred (300) billion
Vietnamese dong and on the list of sectors of investment subject to conditions
shall be stipulated as follows:
(a) The project file shall comprise the
explanatory statement of conditions which the investment project must satisfy;
the contents of investment registration stipulated in article 45.3 of this Law
in the case of domestic projects or article 46.2 of this Law in the case of
projects with foreign owned capital;
(b) Items to be evaluated shall comprise the
conditions which the investment project must satisfy.
2. Procedures for evaluation with respect to
projects with an invested capital of three hundred (300) billion Vietnamese
dong or more and on the list of sectors of investment subject to conditions
shall be stipulated as follows:
(a) The project file shall comprise the
explanatory statement of conditions which the investment project must satisfy;
the items of the evaluation file stipulated in article 48.1 of this Law;
(b) Items to be evaluated shall include the
conditions which the investment project must satisfy and the items stipulated
in article 48.2 of this Law.
Article 50 Procedures
for investments involving establishment of economic organization
1. Foreign investors investing in Vietnam for
the first time must have an investment project and perform the procedures for
investment registration or evaluation of investment at the State administrative
body for investment in order to be issued with an investment certificate. The
investment certificate shall also be the business registration certificate.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
3. Where domestic investors with an investment
project associated with the establishment of an economic organization, it shall
perform the business registration in accordance with the Law on Enterprises and
relevant laws and carry out the investment procedures in accordance with this
Law.
Article 51 Amendment of
investment projects
1. When there is a need to amend an investment
project relating to the objective, scale, location, form, capital or duration
of a project, the investor shall conduct the following procedures:
(a) With respect to projects for which
investment is registered, the investor shall make their own decisions on items
to be amended and register them with the provincial State administrative body
for investment within a time-limit of ten (10) days from the date of the
decision on adjustment;
(b) With respect to projects which are evaluated
for investment, the investor shall submit an application for amendment of the
investment project to the competent State administrative body for investment
for consideration of the amendment.
The application for amendment of an investment
project shall comprise contents on implementation of the project, reasons for
amendment; changes compared with the evaluated items.
3. The State administrative body for investment
shall notify the investor of the amendment of the investment certification
within a time-limit of fifteen (15) days from the date of receipt of a complete
and valid application file.
4. An amendment of an investment project shall
be implemented in the form of an amendment of and/or addition to the contents
of the investment certificate.
Article 52 Operational
duration of foreign invested projects
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
The operational duration of a project shall be
recorded in the investment certificate.
Article 53 Responsibilities
for project formulation, making investment decisions and evaluating investments
1. Investors shall make their own decisions on
investment projects; and they shall be responsible for the accuracy and
truthfulness of the contents of their registered investment, for their
investment project application files and for implementing their investment
undertakings as registered.
2. Organizations and individuals authorized to
formulate projects, make investment decisions, to evaluate and/or to certify
investments shall be liable before the law for their proposals and for their
decisions.
Article 54 Selection of
investor for project where a number of investors show interest
Where two or more investors show interest in an important
project identified in master planning for an industry, selection of the
investor to implement the project must be conducted by way of tendering in
accordance with the laws on tendering.
SECTION 2. COMMENCEMENT OF
IMPLEMENTATION OF INVESTMENT PROJECTS
Article 55 Land lease,
hand-over and receipt of land for implementation of investment projects
1. For investment projects requiring land, the
investor shall contact the relevant land management body in the location where
the project is to be implemented in order to carry out procedures for
allocation or lease of land.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Where land has already been handed over to an
investor which fails to proceed with implementation of the project within the
stipulated time-limit or which uses the land for an incorrect purpose, the land
shall be recovered in accordance with the Law on Land and the investment
certificate of the investor shall be withdrawn.
Article 56 Preparation
of construction sites
1. Where land is recovered by the State in
accordance with the law on land, the State shall be responsible to recover the
land, to pay compensation and to clear the site prior to allocation or lease of
the land to the investor.
The recovery of land, payment of compensation
and site clearance shall be carried out in accordance with the law on land.
2. Where an investor sub-leases land from a land
user to which the State allocates or leases land, the investor shall be
responsible to itself arrange payment of compensation and site clearance.
Where the investor has agreed with the land user
on the compensation and site clearance but the land user fails to perform the
obligations as agreed, the competent people’s committee where the investment
project is situated shall be responsible for conducting the site clearance
prior to hand-over of the site to the investor in accordance with law.
3. In the case of an investment project which
complies with the land use zoning approved by the competent State body, the
investor shall be permitted to accept an assignment of the land use right or of
the lease of the land use right, or to receive capital contribution by way of
the land use right from an economic organization, family household or
individual in accordance with the law on land without having to carry out
procedures for land recovery.
Article 57 Procedures
for implementing investment projects involving mining and use of natural
resources and minerals
Investment projects involving mining and use of
natural resources and minerals shall be implemented in accordance with the law
on natural resources and minerals.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. With respect to investment projects involving
construction, the formulation, evaluation and approval of the technical design,
estimates and total estimated budget shall be carried out in accordance with
the law on construction.
2. The investor shall be responsible for the
quality of the construction works and for protection of the environment.
Article 59 Evaluation
of machinery and equipment
Investors shall be liable for inspection of the
value and quality of machinery and equipment imported in order to form fixed
assets [and] to implement an investment project.
Article 60 Sale of
products in Vietnamese market
1. Investors shall be permitted to sell their
products in Vietnam directly or by way of selling agents without any
restriction on the geographical area of sales; and shall be permitted to act as
selling agents for the products of other organizations or individuals having
similar types of products made in Vietnam.
2. Investors may make their own decision on the
selling price of products they produce and of services they provide. In the
case of goods and services for which the State controls prices, the selling
price shall be in accordance with the price framework announced by the
competent State body.
Article 61 Foreign
currency accounts and Vietnamese dong accounts
1. Investors shall be permitted to open foreign
currency accounts and Vietnamese dong accounts with banks authorized to operate
in Vietnam. Investors may also open accounts with overseas banks with approval
from the State Bank of Vietnam.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 62 Insurance
Investors shall take out property insurance and
other types of insurance on the basis of insurance contracts entered into with
insurance enterprises engaged in insurance business activities in Vietnam in
accordance with the law on insurance.
Article 63 Hire of
management organizations
1. Investors shall be permitted to hire a management
organization(s) to manage its investments and the business operation of its
investment projects in those sectors in which in-depth management skills are
required.
2. Investors shall be liable before the law of
Vietnam for all of the operations of its management organization with respect
to the management activities stipulated in the management contract.
3. The management organization shall be liable
to the investor for management of its investments and the business operation of
its investment projects, and must comply with the law of Vietnam during the
exercise of rights and obligations in accordance with the provisions of the
management contract and shall be liable directly before the law of Vietnam for
any activities beyond the scope of the management contract.
Article 64 Temporary
postponement of projects; revocation of investment certificates
1. If an investor postpones temporarily an
investment project, the investor must report to the State administrative body
for investment for verification of any grounds for a consideration of exemption
or reduction of land rent during the period for which the project is
temporarily postponed.
2. With respect to investment projects which
have been issued with an investment certificate, if after twelve (12) months
the investor has failed to proceed with implementation of the project in
accordance with the schedule undertaken without a legitimate reason, the issued
investment certificate shall be revoked.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
The operation of an investment project shall be
terminated in any one of the following cases:
1. Upon expiry of the duration of operation as
stipulated in the investment certificate.
2. In accordance with the conditions which will
result in termination as stipulated in the contract, charter of the enterprise
or agreement or undertakings of investors about the project implementation
schedule.
3. Where the investor decides to terminate the
operation of the project.
4. The operation is terminated in accordance
with the decision of the State administrative body for investment or a
judgement or decision of the court or arbitration due to a breach of law.
Article 66 State
guarantee for number of works and important projects
Based on the principles stipulated in this Law,
the Government shall decide on important projects and provision of guarantees
for loans, supply of raw materials, sale of products, payment and guarantee for
performance of other contractual obligations to projects; and shall also make a
decision on the competent State body to represent the Government in acting as
guarantor.
Chapter 7
BUSINESS INVESTMENTS
FUNDED BY STATE CAPITAL
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. Investment or business using State owned
capital must be consistent with the strategy, master plan and specific plans
for socio-economic development in each period.
2. Investments or business using State owned
capital must be for the correct objective and must be effective, and the method
of management of the investment must be appropriate for each funding source or
each type of investment projects; the investment process must be conducted transparently
and publicly.
3. The use of State owned capital for investment
or joint venture or business co-operation with [entities] belonging to other
economic sectors in accordance with law must be evaluated and approved by the
body authorized to make the investment decision.
4. There must be a clear classification of the
responsibilities and rights of bodies, organizations and individuals
participating in the investment process; in the assignment or delegation of the
powers to undertake State management of investment or business activities using
State owned capital.
5. Investments using State owned capital must be
lawful, must comply with the relevant schedule, must be quality investments,
must be concentrated and must not involve waste, loss or secrecy.
Article 68 Investment
or business using State owned capital in economic organizations
1. Capital from the State Budget shall be
invested in economic organizations by way of the State Capital Investment
Corporation.
2. The State Capital Investment Corporation
shall operate in accordance with the law on State owned enterprises and other
provisions of the relevant laws and shall exercise the rights of the
representative of the owner of State owned capital in one member limited
liability companies, in limited liability companies with two or more members,
and in shareholding companies converted from independent State companies or in
newly established State companies.
3. The Government shall provide regulations on
the organization and operations of the State Capital Investment Corporation.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. The State shall invest in the manufacture and
supply of public utility goods and services by way of assigning plans, placing
orders or conducting tendering.
2. Organizations and individuals from all
economic sectors shall be entitled to equal participation in the manufacture
and supply of public utility products and services, except in special cases in
accordance with regulations of the Government. The Government shall promulgate
a policy on assistance for public utility activities and a list of public
utilities and products .
Article 70 Investment
using investment and development credit facilities of the State
1. Entities entitled to use investment and development
credit facilities of the State shall be investment projects in a number of
important industries and sectors and major economic programs which will bring
socio-economic benefits and which have the capacity to repay loans.
A project which applies to borrow investment and
development credit facilities of the State must be evaluated and approved by
the lender with respect to its financial proposal and loan repayment plan prior
to any investment decision being made.
2. The Government shall issue specific
regulations on the policy on assistance for investment from investment and
development credit facilities of the State, on the list of potential borrowers
and on conditions applicable in each period.
Article 71 Organizations
and individuals which may be assigned to manage investments using State owned
capital
1. The organization or individual appointed as
representative of the owner of State owned capital shall be responsible for the
preservation of such capital and for the effective use of such capital.
2. The organization or individual being the
direct representative of the owner of the State owned capital or representative
of the State owned shareholding in an enterprise shall perform the obligations
and exercise the rights in accordance with the laws on management and use of
State owned capital and the Law on Enterprises.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. When it becomes necessary to amend the
contents of an investment project, the investor must submit an explanation of
the reasons therefore together with the proposed changes to the State body
authorized to make the investment decision for his consideration and decision.
Projects which have already commenced implementation must provide a report on
assessment of the project.
2. Only after the authorized State body has
provided written approval for amendment of the contents of an investment
project shall the investor be permitted to formulate the amended project,
organize the verification of it and submit it for approval.
3. Investment projects shall be deferred,
suspended or rescinded in the following circumstances:
(a) The investor fails to commence
implementation of the project within twelve (12) months from the date of the
investment decision without written approval from the authorized body;
(b) There is a change in the objective of the
project without written approval from the authorized body.
4. When an authorized body issues a decision on
deferring, suspending or rescinding an investment project, such person shall
specify the reasons therefore and shall be liable before the law for his or her
decision.
Article 73 Selection of
contractors to implement projects
Tendering must be conducted for selection of the
contractor to provide consultancy services, for procurement of goods, and for
construction and installation in the case of investment projects funded by
State owned capital in accordance with the law on tendering.
Chapter 8
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 74 Offshore
investment
1. Investors shall be permitted to make offshore
investments in accordance with the law of Vietnam and the law of the investment
recipient country.
2. The State shall facilitate offshore
investments and shall protect the interests of Vietnamese investors overseas in
accordance with the provisions of international treaties of which the Socialist
Republic of Vietnam is a member.
3. The State shall guarantee and create
favourable conditions for investors to access sources of credit capital on the
basis of equality and non-discrimination between economic sectors; and shall
have a policy of guaranteed credit facilities for offshore investments in
sectors in which investment is specially encouraged.
Article 75 Sectors in
which offshore investment is encouraged and sectors in which offshore
investment is prohibited
1. The State shall encourage economic
organizations in Vietnam to conduct offshore investment in labour export; in
sectors which stimulate effectively the traditional industries and crafts of Vietnam;
in market expansion; in exploitation of natural resources within the investment
zones; and shall encourage the increase of export potential and the bringing in
of foreign currency.
2. The State of Vietnam shall not issue licences
for offshore investment of projects detrimental to national secrets, national
security and defence, or which are detrimental to historical and cultural
traditions and Vietnamese fine customs.
Article 76 Conditions
for offshore investment
1. In order to be permitted to make an offshore
investment in the form of a direct investment, investors must satisfy all of
the following conditions:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(b) Have discharged all financial obligations to
the State of Vietnam;
(c) Have an investment certificate as issued by
the State administrative body for investment.
2. Offshore investments in the form of an
indirect investment must comply with the laws on banking and securities and
with other provisions of the relevant laws.
3. The use of State owned capital to make
offshore investments must comply with the law on management and use of State
owned capital.
Article 77 Rights of
offshore investors
[An offshore investor shall have the following
rights: ]
1. To remit overseas investment capital in
lawful cash or other assets in order to implement an investment in accordance
with the law on foreign exchange control after the competent body of the
offshore country or territory has approved the investment project.
2. To be entitled to investment incentives in
accordance with law.
3. To recruit Vietnamese employees in order to
send them overseas to work in the business and production establishments which
the investor establishes overseas.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
[An offshore investor shall have the following
obligations: ]
1. To comply with the law of the investment
recipient country.
2. To repatriate profit and other income from
offshore investment activities in accordance with law.
3. To comply with the financial reporting and
operational reporting regime of the investment recipient country.
4. To discharge fully financial obligations to
the State of Vietnam.
5. At the conclusion of the offshore investment,
to remit the entire lawful investment capital and assets back to Vietnam in
accordance with law.
6. Where an investor is unable to remit capital,
profit and income from offshore investment activities back to Vietnam as
stipulated in clauses 2 and 5 of this article, the consent of the competent
State body shall be required.
Article 79 Procedures
for offshore investment
1. Offshore investment projects shall comprise:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(b) Projects which are evaluated for investment
which are projects with an invested capital from fifteen (15) billion
Vietnamese dong or more.
2. Procedures for investment registration and
evaluation shall be stipulated as follows:
(a) Investors of projects for which investment
is registered shall register their investment on the sample form at the
provincial State administrative body for investment in order to be issued with
an investment certificate;
(b) Investors of projects for which investment
is evaluated shall lodge their investment file in the sample form at the
provincial State administrative body for investment in order to be evaluated
for issuance of an investment certificate.
3. The Government shall issue regulations on
specific offshore investment sectors which are encouraged, in which investment
is prohibited and in which investment is restricted; on conditions for offshore
investment, on applicable incentives; on order and procedures and on authority
for administration of offshore investment activities.
Chapter 9
STATE ADMINISTRATION OF
INVESTMENT
Article 80 Contents of
State administration of investment
The contents of State administration of
investment shall comprise:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Promulgation of legal instruments on
investment and organizing the implementation thereof.
3. Guidance and assistance to investors in the
implementation of investment projects, resolution of difficulties of investors
and responding to questions from investors.
4. Issuance and revocation of investment
certificates.
5. Guidance on, and assessment of investment
efficiency, checks, inspection and supervision of investment activities;
resolution of complaints and denunciations; grant of rewards; dealing with
breaches of the law during investment activities.
6. Support for human resource training for
investment-related activities.
7. Support for investment promotion activities.
Article 81 Responsibilities
for State administration of investment
1. The Government shall exercise uniform State
administration of investment throughout the whole country.
2. The Ministry of Planning and Investment shall
be responsible before the Government for State administration of investment
activities.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
4. People’s committees at all levels shall be
responsible to exercise State administration of investment within their
respective localities in accordance with the authority delegated to them by the
Government.
Article 82 Administration
of investment in accordance with master plans
1. The Government shall issue regulations on
formulation and submission for approval of master plans in accordance with the
law on master plans.
2. Investment projects must comply with master
plans: master plans for the technical infrastructure, land use zoning,
construction master plans, and master plans for use of minerals and other
natural resources.
Regional and industry master plans and master
plans for products must conform to sectors in which investment incentives are
granted, geographical areas in which investment incentives are granted, sectors
in which investment is conditional and sectors in which investment is
prohibited as stipulated in articles 27, 28, 29 and 30 of this Law and shall be
guidelines for investors to select and make decisions on investment.
3. State administrative bodies for master
planning shall be responsible to proclaim publicly on the mass media master
plans relating to investment activities.
4. With respect to projects for which there is
as yet no master plan as stipulated in this article, the State administrative
body for investment shall be responsible to act as co-ordinator with the State
[administrative] bodies responsible for master planning for the purpose of
responding to investors within a time-limit of thirty (30) days from the date
of a request from an investor.
Article 83 Investment
promotion
1. Investment promotion activities by State
bodies at all levels shall be conducted in accordance with regulations of the
Government.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 84 Monitoring
and assessment of investment activities
1. State administrative bodies for investment at
all levels shall monitor, assess and report on investment activities in
accordance with law.
2. The contents of monitoring and assessment of
investment shall comprise:
(a) [Monitoring and assessment of the]
promulgation of documents providing guidelines on laws in accordance with
authority and implementation of regulations on investment;
(b) [Monitoring and assessment of the] status of
implementation of investment projects in accordance with the provisions in
investment certificates;
(c) [Assessment of the] results of investment by
ministries, branches and localities; and of investment projects in accordance
with delegated authority;
(d) Reports to the State administrative body at
the same level, the higher level State administrative body for investment on
the results of assessment of investment, with recommendations on measures for
dealing with difficulties and breaches of the law on investment.
Article 85 Inspectorate
for Investment Activities
1. The Investment Inspectorate shall have the
following duties:
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
(b) To detect, prevent and deal with breaches of
the law on investment in accordance with its powers, or recommend that the
competent State body deal with such breaches;
(c) To verify complaints and denunciations
relating to investment activities and to recommend that the competent State
body deal with such complaints and denunciations.
2. The organizational structure and activities
of the Investment Inspectorate shall be implemented in accordance with the law
on inspectorates.
Article 86 Complaints,
denunciations and institution of legal proceedings
1. Individuals shall have the right to lodge
complaints, to make denunciations and initiate legal actions; and organizations
shall have the right to lodge complaints and initiate legal actions in
accordance with law. The lodging of complaints, the making of denunciations or
initiating of legal actions and the resolution of complaints, denunciations and
proceedings relating to investment activities shall be implemented in
accordance with law.
2. While complaints, denunciations or legal
proceedings are pending, organizations and individuals must continue to carry
out administrative decisions of the State administrative body for investment.
When there is a decision on resolution of the complaint or denunciation from
the competent State administrative body for investment or a legally effective
decision or judgment from a court, [the relevant parties shall] implement such
decision or judgment.
3. Competent State administrative bodies for
investment at all levels shall be responsible to resolve complaints and
denunciations made by organizations and individuals which are within their
jurisdiction, and must transfer any complaint or denunciation beyond
jurisdiction to the relevant authority and shall provide written notice thereof
to the complainant or to the person having made the denunciation.
Article 87 Dealing with
breaches
1. Any person committing a breach of the law on
investment or other provisions of the laws relating to investment activities
shall, depending on the nature and seriousness of the breach, be subject to a
disciplinary or administrative penalty or be subject to criminalprosecution; if
the breach of the law causes loss and damage, the offender shall be liable to
pay damages for such loss in accordance with law.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Chapter 10
IMPLEMENTING PROVISIONS
Article 88 Application
of law to projects being implemented prior to date of effectiveness of this Law
1. Projects with foreign owned capital which
were issued with investment licences prior to the date of effectiveness of this
Law shall not be required to carry out procedures for re-issuance of investment
certificates; if an investor has a requirement to re-register investment in
accordance with the Law on Investment, the investor shall carry out registration
procedures for replacement of the former licence with a new investment
certificate.
2. Projects with domestic owned capital which
commenced implementation prior to the date of effectiveness of this Law shall
not be required to carry out procedures for investment registration or
evaluation of investment; if an investor has a requirement for issuance of an
investment certificate, the investor shall register with the competent State
administrative body for investment.
Article 89 Effectiveness
This Law shall be of full force and effect as of
1 July 2006.
This Law shall replace the 1996 Law on Foreign
Investment in Vietnam, the 2000 Law on Amendment of and Addition to a Number of
Articles of the Law on Foreign Investment in Vietnam and the 1998 Law on
Promotion of Domestic Investment.
The Government shall provide detailed
regulations for implementation of this Law.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
THE
CHAIRMAN OF THE NATIONAL ASSEMBLY
Nguyen Van An