THE NATIONAL ASSEMBLY
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SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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Law No. 61/2020/QH14
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Hanoi, June 17, 2020
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LAW
ON INVESTMENT
Pursuant
to Constitution of Socialist Republic of Vietnam;
The
National Assembly promulgates the Law on Investment.
Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Law provides
for business investment activities in Vietnam and outward business investment
activities.
Article 2. Regulated entities
This Law
applies to investors, and agencies, organizations and individuals (hereinafter
referred to as “entities”) involved in business investment activities.
Article 3. Definitions
For the
purposes of this Law, the terms below are construed as follows:
1. “approval
for investment guidelines” means a competent authority approving the objectives,
location, scale, schedule and duration of a project; investor or form of
selection of investor and special mechanisms or special policies (if any) to
execute an investment project.
2. “investment
registration authority” means a regulatory agency that issues, adjusts and
revokes investment registration certificates.
3. “national
investment database” means a collection of data on investment projects
nationwide that is connected to databases of relevant agencies.
4. “investment
project” means a collection of proposals for the expenditure of mid-term or
long-term capital to carry out investment activities in a particular
administrative division over a certain period of time.
5. “expansion
project” means an investment project on development of a running project by
expanding the scale, improving the capacity, applying new technologies,
reducing pollution or improving the environment.
6. “new
investment project” means a project that is executed for the first time or
a project independent from any other running project.
7. “start-up
project” means an investment project that implements ideas on the basis of
exploiting intellectual property, technologies and new business models and is
able to grow quickly.
8. “business
investment” means an investor investing capital to do business.
9. “business
investment conditions” mean those which must be satisfied by an individual
or organization upon making business investment in conditional business lines.
10. “market
access conditions applied to foreign investors” mean those which must be
satisfied by foreign investors to make investment in the List of business lines
with prohibited and restricted market access (hereinafter referred to as “the
Negative List for Market Access”) specified in Clause 2 Article 9 of this Law.
11. “investment
registration certificate” means a physical or electronic document bearing
information registered by an investor about an investment project.
12. “National
Investment Information System” means a system of professional information
meant for monitoring, assessment, and analysis of nationwide investment in
order to serve state management tasks and assist investors in carrying out
investment activities.
13. “outward
investment activity” means an investor transferring investment capital from
Vietnam to a foreign country and using profit obtained from such investment
capital to carry out outward investment activities in the foreign country.
14. “business
cooperation contract” means a contract between investors for business
cooperation and distribution of profits or products without establishment of a
business organization.
15. “export-processing
zone” means an industrial park specialized in manufacturing of exported
products or provision of services for manufacturing of exported products and
export.
16. “industrial
park” means an area with a defined geographical boundary specialized in
production of industrial goods and provision of services for industrial
production.
17. “economic
zone” means an area with a defined geographical boundary which consists of
multiple dedicated areas and is meant to achieve the objectives of investment
attraction, socio-economic development and protection of national defense and
security.
18. “investor”
means an organization or individual that carries out business investment
activities. Investors include domestic investors, foreign investors and
foreign-invested business organizations.
19. “foreign
investor” means an individual holding a foreign nationality or an
organization established under foreign laws and carrying our business
investment activities in Vietnam.
20. “domestic
investor” means an individual holding Vietnamese nationality or a business
organization whose members or shareholders are not foreign investors.
21. “business
organization” means an organization established and operating in accordance
with Vietnam’s laws. Business organizations include enterprises, cooperatives,
cooperative unions and other organizations that carry out business investment
activities.
22. “foreign-invested
business organization” means an organization whose members or shareholders
are foreign investors.
23. “investment
capital” means money and other assets prescribed by the civil law and
international treaties to which the Socialist Republic of Vietnam is a
signatory for the purpose of carrying out business investment activities..
Article 4. Application of the Law on Investment and
relevant laws
1.
Business investment activities made within Vietnam’s territory must comply with
this Law and relevant laws.
2. Where regulations
on banned business lines or conditional business lines in this Law are
different from those laid down in other laws promulgated before the effective
date of this Law, regulations of this Law shall apply.
Regulations
on names of banned business lines and conditional business lines in other laws
must be consistent with those set out in Article 6 and Appendices to the Law on
Investment.
3. Where
regulations on procedures for making business investment or on investment
assurance in this Law are different from those laid down in other laws
promulgated before the effective date of this Law, regulations of this Law
shall apply, except for the following cases:
a)
Investment in, management and use of state capital invested in enterprises,
which are prescribed in the Law on Management and Use of State Capital Invested
in Manufacturing and Business Activities of Enterprises;
b) Power
and procedures for making public investment and management and use of public
investment capital, which are prescribed in the Law on Public Investment;
c) Power
and procedures for making investment and executing projects; law governing
project contracts; investment assurance, mechanisms for management of state
capital applied to PPP projects, which are prescribed in the Law on Public
Private Partnership Investment Form;
d)
Execution of construction, housing and urban area projects in compliance with
the Law on Construction, Law on Housing and Law on Real Estate Business after a
competent authority grants approval for the investment guidelines or adjustment
to the investment guidelines in accordance with regulations of the Law on
Investment;
dd)
Power, procedures and conditions for making business investment, which are
prescribed in the Law on Credit Institutions, Law on Insurance Business and Law
on Petroleum;
e) Power,
procedures and conditions for making business investment, carrying out
securities activities and operating in the securities market of Vietnam, which
are prescribed in the Law on Securities.
4. Where
a law promulgated after the effective date of this Law contains regulations on
investment contradicting regulations of this Law, the former is required to
specify the cases to which its regulations apply and the cases to which this
Law applies.
5. With
regard to any contract to which at least a party is a foreign investor or a
business organization defined in Clause 1 Article 23 of this Law, the parties
may reach an agreement on whether to apply foreign laws or international
practice if such agreement does not contravene Vietnam’s laws.
Article 5. Policies on business investment
1.
Investors are entitled to carry out business investment activities in the
business lines that are not banned by this Law. Regarding conditional business
lines, investors must satisfy business investment conditions as prescribed by
law.
2.
Investors may decide their business investment activities on their own and take
responsibility therefor in accordance with this law and relevant laws; may
access and make use of loan capital, assistance funds, land, and other
resources as prescribed by law.
3. Any
business investment activity of an investor shall be suspended, stopped or
terminated if such activity harms or potentially harms national defense and
security.
4. The
ownership of assets, capital, income, other lawful rights and interests of
investors are recognized and protected by the State.
5. The
State shall treat investors equitably; introduce policies to encourage and
enable investors to carry out business investment activities and to ensure
sustainable development of economic sectors.
6.
International investment-related treaties to which Socialist Republic of
Vietnam is a signatory are upheld and implemented by the State.
Article 6. Banned business lines
1. The
business investment activities below are banned:
a)
Business in narcotic substances specified in Appendix I hereof;
b)
Business in chemicals and minerals specified in Appendix II hereof;
c)
Business in specimens of wild flora and fauna specified in Appendix 1 of
Convention on International Trade in Endangered Species of Wild Fauna and
Flora; specimens of rare and/or endangered species of wild fauna and flora in
Group I of Appendix III hereof;
d)
Prostitution business;
dd) Human
trafficking; trade in human tissues, corpses, human organs and human fetuses;
e)
Business activities pertaining to asexual human reproduction;
g) Trade
in firecrackers.
h)
Provision of debt collection services.
2. The
Government’s regulations shall apply to production and use of the products mentioned
in Points a, b, and c Clause 1 of this Article during analysis, testing,
scientific research, medical research, pharmaceutical production, criminal
investigation, national defense and security protection.
Article 7. Conditional business lines
1. Conditional
business lines are the business lines in which the business investment must
satisfy certain conditions for reasons of national defense and security, social
order and security, social ethics, or public health.
2. A List
of conditional business lines is provided in Appendix IV hereof.
3.
Conditions for making business investment in the business lines mentioned in
Clause 2 of this Article are specified in the Laws and Resolutions of the
National Assembly, Ordinances and Resolutions of the Standing Committee of the
National Assembly, Decrees of the Government and international treaties to
which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial
agencies, People’s Councils, People’s Committees at all levels, and other
entities must not issue regulations on conditions for making business
investment.
4.
Conditions for making business investment must be appropriate for the reasons
in Clause 1 of this Article and be public, transparent, objective and economic
in terms of time and costs of compliance by investors.
5.
Regulations on business investment conditions shall contain the following:
a)
Subjects and scope of the business investment conditions;
b) Forms
of fulfillment of the business investment conditions;
c)
Contents of the business investment conditions;
d)
Documentation and administrative procedures for compliance with the business
investment conditions (if any);
dd)
Regulatory agencies and agencies that have the power to handle administrative
procedures regarding business investment conditions;
e)
Effective dates of licenses or certificates or other written confirmation or
approval (if any).
6.
Business investment conditions to be fulfilled are those specified in:
a)
Licenses;
b)
Certificates;
c)
Credentials;
d)
Written confirmation or written approval;
dd) Other
requirements that must be satisfied by individuals and business organizations
to conduct business investment activities without obtaining written
confirmation from a competent authority.
7. The conditional
business lines and the corresponding conditions shall be posted on the National
Business Registration Portal.
8. The
Government shall elaborate the announcement and control of business investment
conditions.
Article 8. Amendment and addition of the List of banned
business lines, the List of conditional business lines and the business
investment conditions
1.
Depending on the socio-economic conditions and state management requirements in
each period, the Government shall review the banned business lines, the List of
conditional business lines and submit amendments and additions to Article 6,
Article 7 and Appendices attached hereto to the National Assembly in accordance
with the simplified procedures.
2. The
amendment and addition of conditional business lines or investment business
conditions must comply with Clauses 1, 3, 4, 5 and 6 Article 7 of this Law.
Article
9. Business lines with prohibited and restricted market access and market
access conditions applied to foreign investors
1. Market
access conditions applied to foreign investors are the same as those applied to
domestic investors, except for the case specified in Clause 2 of this Article.
2.
Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions
of the Standing Committee of the National Assembly, Decrees of the Government
and international treaties to which the Socialist Republic of Vietnam is a
signatory, the Government shall promulgate a Negative List for Market Access,
including:
a)
Prohibited business lines;
b)
Restricted business lines.
3. Market
access conditions applied to foreign investors specified in the Negative List
for Market Access include:
a)
Holding of charter capital by the foreign investor in a business organization;
b)
Investment method;
c) Scope
of investment;
d)
Capacity of the investor; partners participating in the investment activities;
dd) Other
conditions specified in the Laws and Resolutions of the National Assembly,
Ordinances and Resolutions of the Standing Committee of the National Assembly,
Decrees of the Government and international treaties to which the Socialist
Republic of Vietnam is a signatory.
4. The
Government shall elaborate this Article.
Chapter II
INVESTMENT GUARANTEES
Article 10. Guarantees for asset ownership
1. Lawful
assets of investors shall not be nationalized or confiscated by administrative
measures.
2. Where
an asset is bought or requisitioned by the State for reasons of national
defense and security, national interests, state of emergency or natural
disaster management, the investor shall be reimbursed or compensated in
accordance with regulations of law on asset requisition and relevant
regulations of law.
Article 11. Guarantees for business investment activities
1.
Investors are not required by the State to satisfy the following requirements:
a) Give
priority to purchase or use of domestic goods/services; or only purchase or use
goods/services provided by domestic producers/service providers;
b)
Achieve a certain export target; restrict the quantity, value, types of
goods/services that are exported or domestically produced/provided;
c) Import
a quantity/value of goods that is equivalent to the quantity/value of goods
exported; or balance foreign currencies earned from export to meet import
demands;
d) Reach
a certain rate of import substitution;
dd) Reach
a certain level/value of domestic research and development;
e)
Provide goods/service at a particular location in Vietnam or overseas;
g) Have
the headquarters situated at a location requested by a competent authority.
2.
Depending on the socio-economic conditions and demands for investment
attraction in each period, the Prime Minister shall decide to apply forms of
guarantee of the State to execute investment projects subject to approval for
their investment guidelines by the National Assembly, the Prime Minister, and
other important investment projects on infrastructural development.
The
Government shall elaborate this Clause.
Article 12. Guarantees for transfer of foreign investors’
assets overseas
After all
financial obligations to Vietnamese government are fulfilled, foreign investors
are permitted to transfer the following assets overseas:
1.
Investment capital and proceeds from liquidation of its investment;
2. Their income
obtained from business investment activities;
3. Money
and other assets under the lawful ownership of the investors.
Article 13. Guarantees for business investment upon changes
of laws
1. Where
a new law provides more favorable investment incentives, investors are entitled
to enjoy the new incentives for the remaining period of the incentive enjoyment
of the project, except for special investment incentives for the investment
projects in the case specified in Point a Clause 5 Article 20 of this Law.
2. Where
a new law that provides less favorable investment incentives than those
previously enjoyed by investor is promulgated, investors shall keep enjoying
the current incentives for the remaining period of the incentive enjoyment of
the project.
3. The regulations
in Clause 2 of this Article do not apply if regulations of a legal document are
changed for reasons of national defense and security, social order and
security, social ethics, public health, or environmental protection.
4. Where
an investor is no longer eligible for investment incentives prescribed in
Clause 3 of this Article, one or more of the following solutions shall be
adopted:
a) Deduct
the damage actually suffered by the investor from the investor's taxable
income;
b) Adjust
the objectives of the investment project;
c) Assist
the investor in remedying damage.
5. With
regard to the investment guarantee measure in Clause 4 of this Article, the
investor shall make a written request within 03 years from the effective date of
the new legal document.
Article 14. Settlement of disputes over business investment
activities
1.
Disputes over business investment activities in Vietnam shall be settled
through negotiation and conciliation. If the negotiation or conciliation fails,
the dispute shall be settled by an arbitration body or by a court in accordance
with Clauses 2, 3, and 4 of this Article.
2. Every
dispute between a Vietnamese investor and a foreign-invested business
organization, or between a domestic investor or a foreign-invested business
organization and a regulatory agency over business investment activities within
Vietnam’s territory shall be settled by a Vietnam's arbitration body or
Vietnam’s court, except for the cases in Clause 3 of this Article.
3. Every
dispute between investors, one of which is a foreign investor or a business
organization defined in Points a, b and c Clause 1 Article 23 of this Law,
shall be settled by one of the following agencies/organizations:
a)
Vietnam’s court;
b)
Vietnam’s arbitration body;
c)
Foreign arbitration body;
d)
International arbitration body;
dd) An
arbitral tribunal established by the parties in dispute.
4. Every
dispute between a foreign investor and a regulatory agency over business
investment activities within Vietnam’s territory shall be settled by Vietnam’s
arbitral tribunal or Vietnam’s court, unless otherwise agreed under a contract
or prescribed by an international treaty to which the Socialist Republic of
Vietnam is a signatory.
Chapter III
INVESTMENT INCENTIVES AND ASSISTANCE
Article
15. Forms and objects for application of investment incentives
1. Forms
of investment incentives:
a)
Corporate income tax incentives, including application of a lower rate of
corporate income tax for a certain period of time or throughout the investment
project execution; exemption from and reduction of tax and other incentives
prescribed by the Law on Corporate Income Tax.
b)
Exemption from import tax on goods imported to form fixed assets; raw
materials, supplies and components for manufacturing purposes in accordance
with regulations of law on import and export tax;
c)
Exemption from and reduction of land levy and land rents;
d)
Accelerated depreciation, increasing the deductible expenses upon calculation
of taxable income.
2. Entities
eligible for investment incentives:
a)
Investment projects in business lines eligible for investment incentives
specified in Clause 1 Article 16 of this Law;
b)
Investment projects located in the areas eligible for investment incentives
specified in Clause 2 Article 16 of this Law;
c) Any
investment project whose capital is at least VND 6,000 billion of which at
least VND 6,000 billion is disbursed within 03 years from the issuance date of
the investment registration certificate or the approval for investment
guidelines and which satisfies any of the following criteria: the total revenue
is at least VND 10,000 billion per year within 03 years from the year in which
the revenue is earned or the project has more than 3,000 employees;
d)
Projects on investment in social housing construction; investment projects
located in rural areas and employing at least 500 employees; investment
projects that employ persons with disabilities in accordance with regulations
of law on persons with disabilities.
dd) Hi-tech
enterprises, science and technology enterprises and science and technology
organizations; projects involving transfer of technologies on the List of
technologies the transfer of which is encouraged in accordance with regulations
of the Law on Technology Transfer, science and technology enterprise incubators
prescribed by the Law on High Technologies and Law on Science and Technology;
enterprises manufacturing and providing technologies, equipment, products and
services with a view to satisfaction of environment protection requirements
prescribed by the Law on Environment Protection;
e)
Start-up projects, national innovation centers and research and development
centers;
g)
Investment in business in small and medium-sized enterprises’ product
distribution chain; investment in business in technical establishments
supporting small and medium-sized enterprises, small and medium-sized
enterprise incubators; investment in business in co-working spaces serving
small and medium-sized enterprises and startups prescribed by the Law on Small
and Medium-Sized Enterprises.
3.
Investment incentives shall be given to new investment projects and expansion
projects.
4. The
level of each type of incentives shall be specified by regulations of the Law
on Taxation, the Law on Accounting and the Law on Land.
5. The
investment incentives applied to the objects mentioned in Points b, c and d
Clause 2 of this Article do not apply to:
a)
Projects on investment in mineral mining;
b)
Projects on investment in manufacturing/sale of goods/services subject to
special excise tax according to the Law on Special Excise Tax, except for
projects on manufacturing of automobiles, aircrafts and yachts.
c)
Projects on investment in commercial housing construction prescribed by the Law
on Housing.
6.
Investment incentives applied for a fixed term and on the basis of results of
project execution. Every investor must satisfy conditions for investment
incentives in accordance with regulations of law during the period of enjoying
investment incentives.
7. An
investment project that is eligible for various levels of investment incentive,
including investment incentive specified in Article 20 of this Law may apply
the highest level.
8. The
Government shall elaborate this Article.
Article 16. Business lines and areas eligible for
investment incentives
1.
Business lines eligible for investment incentives:
a)
Hi-tech activities, hi-tech supporting industry products, research,
manufacturing and development of products formed from science and technology
results in accordance with regulations of law on science and technology;
b)
Manufacturing of new materials, new energy, clean energy, renewable energy;
manufacturing of products with an added value of 30% or more; energy-saving
products;
c)
Manufacturing of key electronics, mechanical products, agricultural machinery,
automobiles, automobile parts; shipbuilding;
d)
Manufacturing of products on the List of prioritized supporting industry
products;
dd)
Manufacturing of IT products, software products, digital contents;
e)
Breeding, growing and processing of agriculture products, forestry products,
aquaculture products; afforestation and forest protection; salt production;
fishing and fishing logistics services; production of plant varieties, animal
breeds and biotechnology products;
g)
Collection, treatment, recycling or re-use of waste;
h)
Investment in development, operation, management of infrastructural works;
development of public transportation in urban areas;
i) Pre-school
education, general education, vocational education, higher education;
k)
Medical examination and treatment; manufacturing of medicinal products and
medicinal materials, storage of medicinal products; scientific research into
preparation technology and biotechnology serving creation of new medicinal
products; manufacturing of medical equipment;
l)
Investment in sports facilities for the disabled or professional athletes;
protection and promotion of value of cultural heritage;
m)
Investment in geriatric centers, mental health centers, treatment for agent
orange patients; care centers for the elderly, the disabled, orphans, street
children;
n)
People's credit funds, microfinance institutions;
o)
Manufacturing of goods and provision of services that create or participate in
value chains and industry linkage clusters.
2. Areas
eligible for investment incentives:
a)
Disadvantaged areas and extremely disadvantaged areas;
b)
Industrial parks, export-processing zones, hi-tech zones and economic zones.
3. According
to the business lines and areas eligible for investment incentives mentioned in
Clause 1 and Clause 2 of this Article, the Government shall compile and amend
the List of business lines eligible for investment incentives and the List of
areas eligible for investment incentives; determine business lines eligible for
special investment incentives to be included in the List of business lines
eligible for investment incentives.
Article 17. Procedures for applying investment incentives
Based on
the objects specified in Clause 2 Article 15 of this Law, the written approval
for investment guidelines (if any), the investment registration certificate (if
any) and other relevant regulations of law, investors shall determine
investment incentives themselves and follow procedures for enjoying investment
incentives at the tax authority, finance authority, customs authority or other
competent authority corresponding to each type of investment incentive.
Article 18. Forms of investment assistance
1. Forms
of investment assistance:
a)
Assistance in development of technical infrastructure and social infrastructure
inside and outside the perimeter of the investment project;
b)
Assistance in training and development of human resources;
c) Credit
assistance;
d)
Assistance in access to business premises; assistance in relocation of business
establishments under decisions of regulatory agencies;
dd)
Assistance in science, technology and technology transfer;
e)
Assistance in market development and information provision;
g) Assistance
in research and development.
2. The
Government shall, according to the orientation for socio-economic development
and the ability to balance the state budget in each period, specify the forms
of investment assistance in Clause 1 of this Article which is provided for
hi-tech enterprises, science and technology enterprises, science and technology
organizations, enterprises investing in agriculture and rural areas,
enterprises investing in education, dissemination of laws and other entities.
Article 19. Assistance in development of infrastructure of
industrial parks, export-processing zones, hi-tech zones and economic zones
1.
Pursuant to the planning decided or approved in accordance with regulations of
the Law on Planning, Ministries, ministerial agencies and provincial People’s
Committees shall formulate plans for investment and development and organize
construction of technical infrastructure and social infrastructure beyond
industrial parks, export-processing zones, hi-tech zones and dedicated areas of
economic zones.
2. The
State shall provide assistance for part of the capital investment in
development from the state budget and concessional loan capital in order to
synchronously develop the technical infrastructure and social infrastructure
inside and outside the perimeter of industrial parks in disadvantaged areas or
extremely disadvantaged areas.
3 . The
State shall provide assistance for part of the capital investment in
development from the state budget, concessional loan capital, and employ other
capital raising methods to develop the technical infrastructure and social
infrastructure in economic zones and hi-tech zones.
Article 20. Special investment incentives and assistance
1. The
Government shall decide to apply special investment incentives and assistance
with a view to encouraging the development of some investment projects that
exert significant socio-economic effects.
2.
Objects eligible for special investment incentives and assistance specified in
Clause 1 of this Article include:
a) Projects
on investment in establishment (including the expansion of such establishment
project) of innovation centers and research and development centers with a
total investment capital of at least VND 3,000 billion and disbursing at least
VND 1,000 billion within 03 years from the issuance date of the investment
registration certificate or the approval for investment guidelines; the
National Innovation Center established under the Prime Minister's decision;
b)
Investment projects in the business line eligible for special investment
incentives with an investment capital of at least VND 30,000 billion and
disbursing at least VND 10,000 billion within 03 years from the issuance date
of the investment registration certificate or the approval for investment guidelines.
3. Level
and duration of application of special investment incentives are prescribed by
the Law on Corporate Income Tax and the Law on Land.
4. Forms
of special investment assistance are the same as those mentioned in Clause 1
Article 18 of this Law.
5.
Special investment incentives and assistance set out in this Article do not
apply to:
a) any
investment project that has been granted the investment certificate, the
investment registration certificate or the decision on investment guidelines
before the effective date of this Law;
b) the
investment projects mentioned in Clause 5 Article 15 of this Law.
6. The
Government shall request the National Assembly to decide to apply investment
incentives other than those specified in this Law and other laws if it is
necessary to encourage the development of a project of special importance or a
special administrative - economic unit.
7. The
Government shall elaborate this Article.
Chapter IV
INVESTMENT ACTIVITIES IN VIETNAM
Section 1. FORMS OF INVESTMENT
Article 21. Forms of investment
1.
Investment in establishment of a business organization.
2.
Investment in the form of capital contribution or purchase of shares or stakes.
3.
Execution of an investment project.
4. Investment
in the form of a business cooperation contract.
5. New
forms of investment and types of business organizations prescribed by the
Government's regulations.
Article 22. Investment in establishment of a business
organization
1. Every
investor shall establish a business organization in accordance with the
following regulations:
a) A
domestic investor shall establish a business organization in accordance with
regulations of law on enterprises and law corresponding to each type of
business organization;
b) A
foreign investor that establishes a business organization shall satisfy market
access conditions applied to foreign investors specified in Article 9 of this
Law;
c) Before
establishing a business organization, the foreign investor must have an investment
project and follow the procedures for issuance or adjustment of an investment
registration certificate, except for establishment of a small and medium-sized
start-up enterprise and a startup investment fund in accordance with
regulations of the Law on Small and Medium-sized Enterprises.
2. From
the date on which the enterprise registration certificate or an equivalent
document is issued, the business organization established by a foreign investor
shall be the investor that executes the investment project set out in the
investment registration certificate.
Article 23. Conduct of investment activities by
foreign-invested business organizations
1. When
establishing a new business organization, making investment by contributing
capital, purchasing shares or stakes of a business organization, or making
investment under a BCC contract, a business organization must satisfy the same
conditions and follow the same investment procedures as foreign investors if:
a) Over
50% of its charter capital is held by a foreign investor(s) or, in case of a
partnership, the majority of its general partners are foreigners;
b) Over
50% of its charter capital is held by a business organization(s) mentioned in
Point a of this Clause;
c) Over 50%
of its charter capital is held by a foreign investor(s) and a business
organization(s) mentioned in Point a of this Clause.
2.
Business organizations other than those mentioned in Points a, b and c Clause 1
of this Article shall satisfy conditions and follow investment procedures
applied to domestic investors when establishing a business organization, when
making investment by contributing capital, purchasing shares or purchasing
stakes of a business organization or when making investment under a business
cooperation contract.
3. If a
foreign-invested business organization that is established in Vietnam has a new
investment project, procedures for executing such investment project shall be
followed without having to establish a new business organization.
4. The
Government shall elaborate procedures for establishing business organizations,
and conduct of investment activities by foreign investors and foreign-invested
business organizations.
Article 24. Investment
in form of capital contribution or purchase of shares or stakes
1. Investors are entitled to contribute capital, purchase shares or purchase
stakes of business organizations.
2.
Foreign investors making investment by contributing capital, purchasing shares
and purchasing stakes of business organizations must:
a)
satisfy market access conditions applied to foreign investors as prescribed in
Article 9 of this Law;
b) ensure
national defense and security in accordance with this Law;
c) comply
with regulations of the law on land and conditions for receipt of land use
rights and conditions for use of land on islands or border or coastal communes.
Article 25. Forms of capital contribution or purchase of
shares or stakes
1. A
foreign investor may contribute capital to a business organization in the
following forms:
a)
Purchase of shares of joint-stock companies through the initial public or
additional issuance;
b)
Contribution of capital to limited liability companies and partnerships;
c)
Contribution of capital to other business organizations not mentioned in Point
a and Point b of this Clause.
2. A
foreign investor may purchase shares or stakes of a business organization in
the following forms:
a)
Purchase of shares in a joint-stock company from such company or its
shareholders;
b)
Purchase of stakes of members of a limited liability company to become a member
of such limited liability company;
c)
Purchase of stakes of a capital contributing member of a partnership to become
a capital contributing member of such partnership;
d)
Purchase of stakes of members of other economic entities not mentioned in
Points a, b and c of this Clause.
Article 26. Procedures for making investment by
contributing capital, purchasing shares or purchasing stakes
1. Upon
contributing capital, purchasing shares or purchasing stakes of a business
organization, the investor shall satisfy conditions and follow procedures for
change of members or shareholders in accordance with regulations of law
applicable to each type of business organization.
2. A
foreign investor shall follow procedures for registration of capital
contribution or purchase of shares or stakes of a business organization prior
to change of members or shareholders in one of the following cases:
a) The
capital contribution or purchase of shares or stakes increases the ownership
ratio by foreign investors in a business organization conducting business in
the restricted business lines;
b) The
capital contribution or purchase of shares or stakes results in a foreign
investor or business organization specified in Points a, b and c Clause 1
Article 23 of this Law holding over 50% of the charter capital of the business
organization in the following cases: The holding of charter capital by the
foreign investor is increased from less than or equal to 50% to over 50%; the
holding of charter capital by the foreign investor is increased while such
foreign investor is holding over 50% of the charter capital of the business
organization.
c) The
foreign investor contributes capital, purchases shares or stakes of a business
organization that holds a certificate of rights to use land on an island or in
a border or coastal commune, or in another area that affects national defense
and security.
3.
Investors other than those mentioned in Clause 2 of this Article shall follow
procedures for changing shareholders/members as prescribed by law when
contributing capital, purchasing shares or stakes of business organizations. If
such investors wish to register their capital contribution or purchase of
shares or stakes of business organizations, regulations in Clause 2 of this
Article shall be complied with.
4. The
Government shall provide specific regulations on applications and procedures
for capital contribution and purchase of shares and stakes of business
organizations specified in this Article.
Article 27. Investment under business cooperation contracts
1.
Business cooperation contracts signed between domestic investors shall be
executed in accordance with the civil law.
2. Procedures
for issuance of investment registration certificates in Article 38 of this Law
shall apply to business cooperation contracts signed between a domestic
investor and a foreign investor, or between foreign investors.
3.
Parties to a business cooperation contract shall establish a coordinating board
to execute the BCC. Functions, tasks and powers of the coordinating board shall
be agreed upon by the parties.
Article 28. Contents of a business cooperation contract
1. A
business cooperation contract shall contain at least:
a) Names,
addresses and authorized representatives of parties to the contract; business
address or project address;
b)
Objectives and scope of business;
c)
Contributions by the parties to the contract, and distribution of business investment
results between the parties;
d)
Schedule and duration of the contract;
dd)
Rights and obligations of parties to the contract;
e)
Adjustment, transfer and termination of the contract;
g)
Responsibilities for breaches of the contract; method of dispute settlement.
2. During
the execution of a business cooperation contract, parties may reach an
agreement on using assets derived from the business cooperation to establish an
enterprise in accordance with regulations of law on enterprises.
3. The
parties to a business cooperation contract are entitled to agree upon other
items which are not contrary to law.
Section 2. APPROVAL FOR INVESTMENT GUIDELINES AND INVESTOR
SELECTION
Article 29. Selecting investors to execute investment
projects
1. The
investor selection shall be carried out by:
a)
holding land use right auction in accordance with regulations of law on land;
or
b)
bidding to select an investor in accordance with regulations of law on bidding;
or
c)
approving an investor as prescribed in Clauses 3 and 4 of this Article.
2. The
method of investor selection mentioned in Points a and b Clause 1 of this
Article shall be adopted after the approval for investment guidelines is
granted, except for the investment projects not subject to approval for investment
guidelines.
3. If a
land use right auction is held but only one person registers for participation
in the auction or the auction is unsuccessful in accordance with regulations of
law on land or if bidding is conducted to select investors but only one investor
registers for participation in the bidding in accordance with regulations of
law on bidding, the competent authority shall carry out the procedures for
approving an investor if the investor satisfies the conditions prescribed by
relevant law.
4. For an
investment project subject to approval for its investment guidelines, the
competent authority shall grant approval for both investment guidelines and
investor without holding a land use right auction or bidding to select investor
in the following cases:
a) The
investor has the land use rights, except for the case where the State
expropriates land for national defense and security purposes or for
socio-economic development in the national or public interest in accordance
with regulations of law on land;
b) The
investor receives the agricultural land use rights, receives the agricultural
land use rights as contributed capital or leases the agricultural land use
rights to execute an investment project on non-agricultural production or
business and the land is not subject to land expropriation by the State in
accordance with regulations of law on land;
c) The
investor executes the investment project in an industrial park or hi-tech zone;
d) Other
cases not subject to an auction or bidding in accordance with regulations of
law.
5. The
Government shall elaborate this Article.
Article 30. The National Assembly’s power to approve
investment guidelines
The
National Assembly shall grant approval for investment guidelines of the
following investment projects:
1. Investment
projects that exert great effects or potentially serious effects on the
environment, including:
a)
Nuclear power plants;
b)
Projects that require repurposing of land of special-use forests, headwater
protection forests or border protection forest of at least 50 hectares; of
sand-fixing and windbreak coastal forests or protection forests for wave
prevention of at least 500 hectares; of production forests of at least 1,000
hectares;
2.
Investment projects that require repurposing of land meant for wet rice
cultivation during with 02 or more crops of at least 500 hectares;
3.
Investment projects that require relocation of 20,000 people or more in
mountainous areas or 50,000 people or more in other areas;
4.
Investment projects that require application of a special mechanism or policy
that needs to be decided by the National Assembly.
Article 31. The Prime Minister’s power to approve
investment guidelines
Except
for the investment projects mentioned in Article 30 of this Law, the Prime
Minister shall grant approval for investment guidelines of the following
investment projects:
1.
Investment projects regardless of capital sources in any one of the following
cases:
a)
Investment projects that require relocation of 10,000 people or more in
mountainous areas or 20,000 people or more in other areas;
b)
Investment projects on construction of: airports and aerodromes; runways of
airports and aerodromes; international passenger terminals; cargo terminals of
airports and aerodromes with a capacity of at least 1 million tonnes per year;
c) New
investment projects on passenger air transport business;
d)
Investment projects on construction of ports and wharves of special seaports;
ports and wharves in which investment is at least VND 2,300 billion within the
category of Class I seaports;
dd)
Investment projects on petroleum processing;
e)
Investment projects which involve betting and casino services, excluding
business in prize-winning electronic games for foreigners;
g)
Investment projects on construction of residential housing (for sale, lease or
lease purchase) and urban areas that use at least 50 hectares of land or less
than 50 hectares of land but with a population of at least 15,000 people in an
urban area; or that use at least 100 hectares of land or less than 100 hectares
of land but with a population of at least 10,000 people in a non-urban area; or
investment projects regardless of the area of land used or population within
the safety perimeter of relics recognized by the competent authority as the
national and special national relics;
h)
Investment projects on construction and operation of infrastructure in
industrial zones and export processing zones.
2.
Foreign investors’ investment projects in the following fields: provision of
telecommunications services with network infrastructure; afforestation;
publication, press;
3.
Investment projects which at the same time fall within the power of at least
two provincial People's Committees to grant approval for investment guidelines;
4. Other
investment projects subject to approval for their investment guidelines or
subject to investment decision by the Prime Minister as prescribed by law.
Article 32. The power of provincial People’s Committees to
approve investment guidelines
1. Except
for the investment projects set out in Articles 30 and 31 of this Law, the
provincial People’s Committees shall grant approval for investment guidelines
of the following investment projects:
a)
Investment projects that request the State to allocate or lease out land
without auction or bidding for or receipt of land use rights, and investment
projects that request permission to repurpose land, except for cases of
allocation, lease or permission for repurposing of land of households or
individuals not subject to the written approval by the provincial People's
Committee in accordance with regulations of law on land;
b)
Projects on construction of residential housing (for sale, lease or lease
purchase) and urban areas that use at least 50 hectares of land or less than 50
hectares of land but with a population of at least 15,000 people in an urban
area; or that use at least 100 hectares of land or less than 100 hectares of
land but with a population of at least 10,000 people in a non-urban area; or
investment projects regardless of the area of land used or population within a
restricted development area or within an historic inner area (determined in
accordance with urban area planning projects) of a special urban area;
c)
Projects on investment in golf course construction and business;
d) Investment
projects of foreign investors and foreign-invested business organizations
executed on islands or in border or coastal communes; in other areas affecting
national defense and security.
2. The
investment guidelines of the investment projects in Points a, b and d Clause 1
of this Article executed in industrial parks, export-processing zones, hi-tech
zones and economic zones in conformity with planning approved by competent
authorities shall be approved by management boards of such industrial parks, export-processing
zones, hi-tech zones and economic zones.
3. The
Government shall elaborate this Article.
Article 33. Applications for and contents of appraisal of
requests for investment guideline approval
1. An application
for approval for investment guidelines of an investment project proposed by an
investor includes:
a) An
application form for execution of the investment project, including a
commitment to incur all costs and risks if the project is not approved;
b) A
document about the investor’s legal status;
c)
Document(s) proving the financial capacity of the investor including at least
one of the following documents: the investor’s financial statements for the
last two years; commitment of a parent company to provide financial support;
commitment of a financial institution to provide financial support; guarantee
for the investor’s financial capacity; other document proving the investor’s
financial capacity;
d)
Proposal for the investment project including the following main contents:
investor or method of investor selection, investment objectives, investment
scale, investment capital and plan for raising capital, location, duration and
schedule of the investment project, information about the current use of land
in the location of the project and proposed demand for land use (if any),
demand for labor, proposal for investment incentives, impact and socio –
economic efficiency of the project and preliminary assessment of environmental
impact (if any) in accordance with regulations of law on environmental
protection.
If the
law on construction requires formulation of a pre-feasibility study report, the
investor is entitled to submit the pre-feasibility study report instead of a
proposal for the investment project;
dd) If
the project does not require the State to allocate or lease out land or to
permit land repurposing, a copy of the document regarding the land use rights
or other document identifying the right to use the location for execution of
the investment project is required to be submitted;
e)
Contents of the explanation for the technology to be used in the investment
project if the project requires appraisal and collection of opinions on the
technology in accordance with the Law on Technology Transfer;
g) The
business cooperation contract if the investment project is executed under a
business cooperation contract;
h) Other
documents relating to the investment project, and requirements on the
eligibility and capacity of the investor in accordance with regulations of law
(if any).
2. An
application for approval for investment guidelines of an investment project
prepared by a competent authority includes:
a) An
application for approval for investment guidelines;
b)
Proposal for the investment project including the following main contents:
investment objectives, investment scale, investment capital and plan for
raising capital, location, duration and schedule of the investment project;
information about the current use of land in the location of the project, conditions
for land expropriation if the project is subject to land expropriation,
expected demand for land use (if any); preliminary assessment of environmental
impact (if any) in accordance with the law on protection of the environment
protection; expected method of investor selection and conditions applicable to
the investor (if any); and special mechanisms and policies (if any).
If the
law on construction requires formulation of a pre-feasibility study report, the
competent authority is entitled to submit the pre-feasibility study report
instead of a proposal for the investment project.
3.
Contents of appraisal of the request for investment guideline approval include:
a)
Assessment of the conformity of the investment project with national planning,
regional planning, provincial planning, urban planning and special economic -
administrative unit planning (if any);
b)
Assessment of the demand for land use;
c)
Preliminary assessment of the socio-economic efficiency of the project; and
preliminary assessment of environmental impact (if any) in accordance with
regulations of law on environmental protection;
d)
Assessment of investment incentives and conditions for enjoying investment
incentives (if any);
dd)
Assessment of the technology to be used in the investment project if the
project requires appraisal and collection of opinions on the technology in
accordance with the Law on Technology Transfer;
e)
Assessment of conformity of the investment project with the objectives and
orientation for urban development, and residential housing development programs
and plans; preliminary plan for phasing of investment with a view to
synchronism assurance; preliminary structure of residential housing products
and provision of land for social residential housing development; preliminary
plan for investment in construction and management of urban infrastructure
inside and outside the project in the case of an project on investment in
construction of residential houses and urban areas.
4.
Contents of appraisal of the request for both investment guideline approval and
investor approval:
a) The
contents specified in Clause 3 of this Article;
b) The
ability to satisfy the conditions for land allocation or land lease in the case
of land allocation or land lease without auction of the land use right or
bidding for investor selection; the ability to satisfy the conditions for land
repurposing if the project requires land repurposing;
c)
Assessment of satisfaction of market access conditions applied to foreign
investors (if any);
d) Other
conditions applicable to the investor in accordance with relevant regulations
of law.
5. The
Government shall elaborate this Article.
Article 34. Procedures for investment guideline approval by
the National Assembly
1. The
application specified in Clauses 1 and 2 Article 33 of this Law shall be
submitted to the Ministry of Planning and Investment.
2. Within
15 days from the date on which the sufficient application is received, the
Ministry of Planning and Investment shall submit a report to the Prime Minister
and request establishment of a State Appraisal Council.
3. Within
90 days from the date of its establishment, the State Appraisal Council shall
organize appraisal of the application and prepare an appraisal report including
the contents set out in Article 33 of this Law, then submit it to the
Government.
4. At
least 60 days before the opening of the meeting of the National Assembly, the
Government shall prepare an application for investment guideline approval and
submit it to the National Assembly’s agency presiding over validation.
5. The
application for investment guideline approval includes:
a) The
Government’s application form;
b) The
application mentioned in Clause 1 of this Article;
c) The
State appraisal council’s appraisal report;
d) Other
relevant documents.
6.
Contents of validation of the request for investment guideline approval
include:
a)
Fulfillment of the criteria for determining that the investment project is
subject to approval for its investment guidelines by the National Assembly;
b) Necessity
of executing the investment project;
c)
Conformity of the investment project with national planning, regional planning,
provincial planning, urban planning and special economic - administrative unit
planning (if any);
d)
Objectives, scale, location, duration, execution schedule of the investment
project, demand for land use, land clearance and relocation plan, options to
select primary technologies, and solutions for environmental protection;
dd)
Capital investment and capital sources;
e)
Assessment of socio-economic efficiency, national defense, security assurance
and sustainable development of the investment project;
g)
Special policies and mechanisms; investment incentives, investment assistance
and conditions for application thereof (if any).
7. The
Government and relevant organizations or individuals shall provide sufficient
information and documents serving validation; provide explanation for the
project contents at the request of the National Assembly’s agency in charge of
validation.
8. The
National Assembly shall consider passing a Resolution on approval for
investment guidelines, which consists of the contents prescribed in Clause 1
Article 3 of this Law.
9. The
Government shall elaborate on the procedures for appraisal by the State Appraisal
Council.
Article 35. Procedures for investment guideline approval by
the Prime Minister
1. The
application specified in Clauses 1 and 2 Article 33 of this Law shall be
submitted to the Ministry of Planning and Investment.
2. Within
03 working days from the date on which the sufficient application is received,
the Ministry of Planning and Investment shall send relevant documents to
relevant regulatory agencies to seek their opinions about the contents
specified in Article 33 of this Law.
3. Within
15 days from receipt of the written request for opinions, the requested
agencies shall send their appraisal opinions on the contents under their
management to the Ministry of Planning and Investment.
4. Within
40 days from the receipt of the application, the Ministry of Planning and
Investment shall appraise it and prepare an appraisal report including the
contents specified in Article 33 of this Law, and then submit it to the Prime
Minister for investment guidelines approval.
5. The
Prime Minister shall consider granting investment guideline approval comprising
the contents set out in Clause 1 Article 3 of this Law.
6.
Regarding the investment project specified in Clause 3 Article 31 of this Law,
the Prime Minister shall appoint an investment registration authority of a
province or central-affiliated city to issue an investment registration
certificate to the entire project.
7. The
Government shall elaborate procedures for appraising the investment projects
whose investment guidelines are approved by the Prime Minister.
Article 36. Procedures for investment guideline approval by
provincial People’s Committees
1. The
application specified in Clauses 1 and 2 Article 33 of this Law shall be
submitted to the investment registration authority.
Within 35
days from the receipt of the application, the investment registration authority
shall notify results to the investor.
2. Within
03 working days from the date on which the sufficient application is received,
the investment registration authority shall send relevant documents to relevant
regulatory agencies to seek their opinions about the contents specified in
Article 33 of this Law.
3. Within
15 days from receipt of the written request for opinions, the requested
agencies shall send their appraisal opinions on the contents under their
management to the investment registration authority.
4. Within
25 days from the receipt of the application, the investment registration
authority shall prepare an appraisal report with the contents prescribed in
Article 33 of this Law and submit it to the provincial People's Committee.
5. Within
07 working days from the receipt of the application and the appraisal report,
the provincial People’s Committee shall grant the investment guideline
approval, or provide a written explanation in the case of refusal.
6. The
provincial People’s Committee shall consider granting investment guideline
approval comprising the contents set out in Clause 1 Article 3 of this Law.
Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND
REVOCATION OF INVESTMENT REGISTRATION CERTIFICATE
Article 37. Cases in which the investment registration
certificate is required
1. The
investment registration certificate is required in the following cases:
a)
Investment projects of foreign investors;
b)
Investment projects of the business organizations mentioned in Clause 1 Article
23 of this Law.
2. Cases
in which the investment registration certificate is not required:
a)
Investment projects of domestic investors;
b)
Investment projects of the business organizations mentioned in Clause 2 Article
23 of this Law;
c)
Investment in the form of capital contribution, purchase of shares or stakes in
a business organization;
3.
Domestic investors and the business organizations mentioned in Clause 2 Article
23 of this Law shall execute the investment projects mentioned in Article 30,
Article 31 and Article 32 of this Law after their investment guidelines are
approved.
4. Any
investor that wishes to obtain an investment registration certificate for an
investment project prescribed in Point a or Point b Clause 2 of this Article
shall follow the procedures in Article 38 of this Law.
Article 38. Procedures for issuance of the investment
registration certificate
1. If the
investment project is subject to approval for its investment guidelines as
prescribed in Article 30, Article 31 and Article 32 of this Law, the investment
registration authority shall issue the investment registration certificate to
the investor within:
a) 05
working days from the receipt of the written approval for investment guidelines
and the written approval for investor with respect to the investment project
that is subject to issuance of an investment registration certificate;
b) 15
days from the receipt of the investor’s application for investment registration
certificate with respect to the investment project other than that specified in
Point a of this Clause.
2. If the
investment project is not subject to approval for its investment guidelines as
prescribed in Article 30, Article 31 and Article 32 of this Law, the investor
shall be issued with the investment registration certificate if the following
conditions are met:
a) The
investment project does not involve any banned business line;
b) There
is a location for execution of the investment project;
c) The
investment project is conformable with the planning specified in Point a Clause
3 Article 33 of this Law;
d) The
investment per m2 (or investment per employee) is not smaller than the minimum
requirement.
dd)
Market access conditions applied to foreign investors are satisfied.
3. The
Government shall elaborate conditions, applications and procedures for issuance
of the investment registration certificate.
Article 39. The power to issue, adjust and revoke
investment registration certificates
1. Management
boards of industrial parks, export-processing zones, hi-tech zones and economic
zone shall issue, adjust and revoke investment registration certificates with
regard to the investment projects located therein, except for the case
specified in Clause 3 of this Article.
2.
Provincial Departments of Planning and Investment shall issue, adjust and
revoke investment registration certificates with respect to the investment
projects outside industrial parks, export-processing zones, hi-tech zones and
economic zones, except for the case in Clause 3 of this Article.
3. The
investment registration authority of the administrative division where the
investor executes the investment project, places or intends to place the head
office or operating office to execute the investment project shall issue,
adjust and revoke investment registration certificates with respect to the
following investment projects:
a)
Investment projects that are executed in at least 02 provinces;
b)
Investment projects that are executed both inside and outside industrial parks,
export processing zones, hi-tech zones and economic zones;
c)
Investment projects which are executed inside industrial parks, export
processing zones, hi-tech zones or economic zones where the industrial park, export
processing zone, hi-tech zone or economic zone management boards have not yet
been established or which are not under the management of the industrial park,
export processing zone, hi-tech zone or economic zone management boards.
4. The
authority that receives investment project dossiers is the one that has the
power to issue investment registration certificates, except for the cases
specified in Articles 34 and 35 of this Law.
Article 40. Contents of investment registration certificate
1. Name
of the investment project.
2. The
investor.
3.
Investment project code.
4.
Location and land area of the investment project.
5.
Objectives and scale of the project.
6.
Capital investment in the investment project (including the investor's
contributed capital and raised capital).
7.
Duration of the investment project.
8.
Project execution schedule, including:
a)
Capital contribution and capital raising schedule;
b)
Schedule of achievement of primary operational objectives of the investment
project; execution schedule of each stage (if the project is divided into
multiple stages);
9.
Investment incentives or investment assistance, and bases or conditions for
application thereof (if any).
10.
Conditions applied to the investor executing the investment project (if any).
Article 41. Adjusting the investment project
1. During
execution of an investment project, the investor is entitled to adjust its
objectives, transfer the project in part or in full, merge projects or fully
divide or partially divide a project into multiple projects or exercise the
rights to use land and property on land which is part of the investment project
to contribute capital to establish an enterprise, carry out business
cooperation or carry out other activities, and the aforementioned activities
shall comply with regulations of law.
2. The
investor shall follow procedures for adjusting the investment registration
certificate if the adjustment to the investment project changes any content of
the investment registration certificate.
3. The
investor that has an investment project whose investment guidelines have been
approved shall follow procedures for approving the adjustment to the investment
guidelines in one of the following cases:
a) Any
objective specified in the written approval for investment guidelines is
changed; any objective that is subject to approval for investment guidelines is
added;
b) The
land area is increased or reduced by 10% or more than 30 hectares or the
investment location is changed;
c) The
total investment capital is increased or reduced by 20% or more, thereby
changing the scale of the investment project;
d)
Extension of the project execution schedule results in total duration of the
project being extended by more than 12 months compared to that stated in the
first written approval for investment guidelines;
dd) The
duration of the investment project is adjusted;
e) Any
technology that has been appraised or about which opinions have been collected
during the process of approving the investment guidelines is changed;
g) There
is a change of the investor in the investment project whose investment
guidelines are approved together with approval for the investor before the
exploitation or operation of the project or there is a change of conditions (if
any) applicable to the investor.
4. With
respect to the investment project whose investment guidelines are approved, the
investor is not allowed to extend the investment execution schedule by more
than 24 months compared to that stated in the first written approval for
investment guidelines, except for one of the following cases:
a) It is
necessary to remedy the consequences of an event of force majeure in accordance
with the civil law and the land law;
b) The
project execution schedule is adjusted because the State delays allocating or
leasing out land to the investor or allowing the investor to repurpose land.
c) The
project execution schedule is adjusted at the request of a regulatory agency or
the regulatory agency delays in performing administrative procedures;
d) The
investment project is adjusted because the regulatory agency changes the
planning;
dd) Any
objective specified in the written approval for investment guidelines is
changed; any objective that is subject to approval for investment guidelines is
added;
e) The
total investment capital is increased or reduced by 20% or more, thereby
changing the scale of the investment project.
5. The
regulatory agency that has the power to approve investment guidelines also has
the power to approve the adjustment to investment guidelines.
If a
request for adjustment of an investment project results in the project being
subject to approval for its investment guidelines by an authority at a higher
level, such authority will have the power to approve the adjustment to
investment guidelines as prescribed in this Article.
6.
Procedures for adjusting investment guidelines are specified in Articles 34, 35
and 36 of this Law.
7. If a
request for adjustment of an investment project results in the project being
subject to approval for its investment guidelines, the investor has to apply
for approval for investment guidelines before adjusting the investment project.
8. The
Government shall elaborate this Article.
Section 4. EXECUTION OF INVESTMENT PROJECTS
Article 42. Rules for execution of investment projects
1. For a
project subject to approval for its investment guidelines, the approval for
investment guidelines shall be granted before the investor executes the
investment project.
2. For a
project subject to issuance of an investment registration certificate, the
investor shall follow the procedures for issuance of the investment
registration certificate before executing the investment project.
3.
Investors shall comply with regulations of this Law and the laws on planning,
land, environment, construction, labor and fire prevention and fighting; other
relevant regulations of law, written approval for investment guidelines (if
any) and the investment registration certificate (if any) during execution of
their investment projects.
Article 43. Guarantee for execution of investment projects
1. The
investor shall pay a deposit or have a bank guarantee for investment project
execution if the project uses land allocated or leased out by the State or is
permitted by the State to repurpose land, except for the following cases:
a) The
investor is the successful bidder for the right to use a land area that is
allocated by the State for land levy or leased out by the State for a lump-sum
rent;
b) The
investor wins bidding for execution of an investment project using land;
c) The
State allocates or leases out land to the investor on the basis of receipt of
an investment project for which a deposit has already been paid or for which
the capital has been fully contributed or raised following the schedule
specified in the written approval for investment guidelines or the investment
registration certificate;
d) The
State allocates or leases out land to the investor for execution of an
investment project on the basis of receipt of the land use right and assets on land
from another land user.
2. Based
on the scale, nature and execution schedule of each investment project, the
deposit for assurance of project execution is 01% - 03% of the investment
capital of the project. If a project comprises multiple investment phases, the
amount of deposit shall be paid and returned in each phase of execution of the
investment project, except for the case in which the deposit is not returned.
3. The
Government shall elaborate this Article.
Article 44. Duration of investment projects
1. The
duration of an investment project inside an economic zone shall not exceed 70
years.
2. The
duration of an investment project outside an economic zone shall not exceed 50
years. The duration of an investment project in a disadvantaged area or extremely
disadvantaged area or a project with large investment capital but with slow
rate of capital recovery may be longer but shall not exceed 70 years.
3. If an
investment project uses land allocated or leased out by the State, but the
transfer of land is delayed, the delay shall not be included in the project
duration or execution schedule.
4. Upon
expiry of the duration of an investment project, if the investor wishes to keep
executing the investment project and satisfies the conditions as prescribed by
law, the duration of the investment project may be extended but shall not
exceed the maximum prescribed in Clauses 1 and 2 of this Article, except for
the following investment projects:
a)
Investment projects using obsolete, environment threatening or resource-intensive
technologies;
b)
Investment projects in which the investor must transfer assets without
reimbursement to the State of Vietnam or the Vietnamese side.
5. The
Government shall elaborate this Article.
Article 45. Determination of value of investment capital;
assessment of value of investment capital; assessment of machinery, equipment
and technological lines
1. Every
investor shall ensure the quality of machinery, equipment and technological
lines for execution of investment projects in accordance with regulations of
law.
2. The
investor shall self-determine the value of the investment capital of the
investment project after the project is put into operation.
3. Where
necessary, to ensure state management of science and technology or to form a
basis for tax calculation, the competent authority has the power to require
independent assessment of the value of the investment capital, quality and
value of machinery, equipment and technological lines after the investment
project is put into operation.
4. The
investor must bear any expenses for assessment if the assessment results lead
to an increase in the tax obligations discharged to the State.
5. The
Government shall elaborate this Article.
Article 46. Transfer of investment projects
1. An
investor is entitled to transfer part or whole of the investment project to
another investor when the following conditions are satisfied:
a) The
investment project or the part of the investment project which is transferred
has not been terminated in accordance with Clauses 1 and 2 Article 48 of this
Law;
b) The
foreign investor receiving the investment project or part of the investment
project must satisfy the conditions set out in Clause 2 Article 24 of this Law;
c) The
conditions set forth in the law on land are complied with if the transfer of an
investment project is associated with transfer of the land use rights/assets on
land;
d) The
conditions set forth in the laws on residential housing and on real estate
business are complied with in the case of transfer of a residential housing
construction project or real estate project;
dd) The
conditions set forth in the written approval for investment guidelines or the
investment registration certificate or in relevant laws (if any) are complied
with;
e) Upon
transfer of an investment project, in addition to compliance with this Article,
the state-owned enterprise shall comply with the Law on Management and Use of
State Capital Invested in Manufacturing and Business Activities of Enterprises
before making any adjustment to the investment project.
2. If the
conditions for transfer set forth in Clause 1 of this Article are satisfied,
the investor shall follow the procedures for transferring the investment
project in part or in full as follows:
a) In the
case of an investment project in which the investor has been approved in
accordance with Article 29 of this Law and the investment project has been
issued with an investment registration certificate, the investor shall follow
procedures for adjusting the investment project as prescribed in Article 41 of
this Law;
b) For an
investment project other than that prescribed in Point a of this Clause, the
transfer of the investment project or transfer of asset ownership to the
investor receiving the investment project shall be carried out in accordance
with the civil law, the law on enterprises, the law on real estate business and
other regulations of law.
Article 47. Suspension of investment projects
1. When
suspending an investment project, the investor must notify the investment registration
authority in writing. If the project has to be suspended in a force majeure
event, the State shall allow the investor to be exempt from paying land rents
or reduce land levies for the suspension period with a view to remedying
consequences caused by the force majeure event.
2. The
investment authority shall decide to suspend an investment project in part or
in full in the following cases:
a) To
protect sites/monuments, relics, antiques or national treasures in accordance
with the Law on Cultural Heritage;
b) To
rectify a violation of the law on environmental protection at the request of
the environment authority;
c) To
take measures to ensure occupational safety at the request of the labor
authority;
d) Pursuant
to a judgment or decision of a court or an arbitral award;
dd) The
investor fails to adhere to the written approval for investment guidelines or
the investment registration certificate and recommits administrative violations
after incurring penalties.
3. The
Prime Minister shall decide to suspend a project in part or in full if the
project execution is detrimental or potentially detrimental to national defense
and security at the request of the Ministry of Planning and Investment.
4. The
Government shall elaborate conditions, procedures and time limit for suspending
investment projects in accordance with this Article.
Article 48. Termination of investment projects
1. An
investor shall terminate their investment activities and/or investment project
in the following cases:
a) The
investor decides to terminate the project;
b) The
project has to be terminated according to the conditions set out in the
contract or charter of the enterprise;
c) The
project duration is over.
2. The
investment registration authority shall terminate an investment project in part
or in full in the following cases:
a) The
investor fails to overcome the difficulties that lead to project suspension in
the cases mentioned in Clause 2 and Clause 3 Article 47 of this Law;
b) The
investor is no longer permitted to keep using the investment location and fails
to complete the procedures for change of investment location within 06 months
from the date on which the investor is no longer permitted to use the
investment location, except for the case specified in Point d of this Clause;
c) The
investment registration authority cannot contact the investor or the investor’s
legal representative after 12 months from the date of suspension of the
project;
d) Land
reserved for the investment project is expropriated by the State for the reason
that the land is not used or the land use is delayed in accordance with
regulations of law on land;
dd) The
investor fails to pay the deposit or obtain a bank guarantee as prescribed by law
if project execution security is required;
e) The
investor conducted the investment activities on the basis of a sham civil
transaction in accordance with the civil law;
g) The
investment project is terminated according to a judgment or decision of a court
or an arbitral award;
3.
Regarding a project subject to approval for its investment guidelines, the
investment registration authority shall terminate the investment project after
obtaining the opinion of the authority granting approval for investment guidelines.
4. The
investor shall themself liquidate the investment project in accordance with the
law on liquidation of assets upon termination of the investment project, except
for the case specified in Clause 5 of this Article.
5. The
settlement of the rights to use land and property on land upon termination of
the investment project shall comply with the law on land and other relevant
regulations of law.
6. The
investment registration authority shall decide to revoke the investment
registration certificate if the investment project is terminated in accordance
with Clause 2 of this Article, except for the case of termination of part of
the investment project.
7. The
Government shall elaborate procedures for terminating investment projects in
accordance with this Article.
Article 49. Establishment of operating office of foreign
investor to business cooperation contract
1. A
foreign investor to a business cooperation contract may establish an operating
office in Vietnam to execute the contract. The location of the operating office
shall be decided by the foreign investor depending on the requirements for
contract execution.
2. The
operating office of a foreign investor to a business cooperation contract has
its own seal; the foreign investor may open an account, hire employees, sign
contracts and carry out business activities under the business cooperation
contract and Certificate of registration of operating office.
3. The
foreign investor to the business cooperation contract shall submit the
application for registration of operating office to the investment registration
authority of the area where the operating office is intended to be located.
4. An
application for establishment of an operating office consists of:
a) An
application form which specifies the name and address of the representative
office in Vietnam (if any) of the foreign investor to the business cooperation
contract; name and address of the operating office; contents, duration, and
operating scope of the operating office; full name, residence, ID Card or
Citizen ID Card number or passport number of the head of the operating office;
b) The
decision of the foreign investor to the business cooperation contract for
establishment of an operating office;
c) A copy
of the decision to appoint the head of the operating office;
d) A copy
of the business cooperation contract.
5. Within
15 days from the receipt of the application prescribed in Clause 4 of this
Article, the investment registration authority shall issue the Certificate of
registration of operating office to the foreign investor to the business
cooperation contract.
Article 50. Shutdown of operating office of foreign
investor to business cooperation contract
1. Within
07 working days from the day on which the decision to shut down the operating
office is issued, the foreign investor shall send a folder to the investment
registration authority of the area where the operating office is located.
2. The
folder consists of:
a) A
decision to shut down the operating office in the case of shutdown of the
operating office ahead of schedule;
b) A list
of creditors and amount of debts which have been paid;
c) A list
of employees and their benefits provided;
d) A tax
authority’s certification of fulfillment of tax liability;
dd) A
social security authority’s certification of fulfillment of social insurance
obligations;
e) The
certificate of operating office registration;
g) A copy
of the investment registration certificate;
h) A copy
of the business cooperation contract.
3. Within
15 days from the receipt of the application prescribed in Clause 2 of this
Article, the investment registration authority shall issue the decision to shut
down the operating office.
Chapter V
OUTWARD INVESTMENT ACTIVITIES
Section 1. GENERAL PROVISIONS
Article 51. Rules for carrying out outward investment
activities
1. The
State encourages outward investment in order to exploit, develop and expand the
market; improve the export of goods and services, earn foreign currencies;
access modern technologies, raise the managerial capability and develop
resources for socio-economic development.
2.
Investors carrying out outward investment activities shall comply with this
Law, other relevant regulations of law, laws of the countries or territories
that receive investment (hereinafter referred to as “host countries”) and
relevant international treaties, and themselves take responsibility for the
efficiency in outward investment activities.
Article 52. Forms of outward investment
1.
Investors shall carry out outward investment activities in the following forms:
a)
Establishment of a business organization in accordance with the law of the host
country;
b) Making
investment on the basis of an overseas contract;
c)
Contribution of capital to, purchase of shares or stakes of an overseas
business organization to participate in management of such business
organization;
d)
Trading in securities, other financial instruments, or making investment via
securities investment funds and other intermediary financial institutions in a
foreign country;
dd) Other
forms of investment prescribed by law of the host country.
2. The
Government shall elaborate the forms of investment mentioned in Point d Clause
1 of this Article.
Article 53. Business lines banned from outward investment
1.
Business lines specified in Article 6 of this Law and relevant international
treaties.
2.
Business lines with technologies and products banned from export in accordance
with the law on foreign trade management.
3.
Business lines banned from business investment in accordance with regulations
of laws of the host countries.
Article 54. Business lines subject to conditional outward
investment
1.
Business lines subject to conditional outward investment include:
a)
Banking;
b)
Insurance;
c)
Securities;
d) Press,
radio and television;
dd) Real
estate business.
2. The
conditions for making outward investment in the business lines mentioned in
Clause 1 of this Article are specified in the Laws and Resolutions of the
National Assembly, Ordinances and Resolutions of the Standing Committee of the
National Assembly, Decrees of the Government and international
investment-related treaties to which the Socialist Republic of Vietnam is a
signatory.
Article 55. Sources of capital for outward investment
1.
Investors shall contribute capital and raise capital to carry out outward
investment activities.
2.
Borrowing foreign currency loans and transferring foreign currency investment
capital must comply with the conditions and procedures prescribed in the laws
on banking, credit institutions and foreign exchange management.
3.
According to objectives of monetary policies and foreign currency management
policies in each period, the State Bank of Vietnam shall promulgate regulations
on grant of foreign currency loans by credit institutions and branches of
foreign banks in Vietnam to investors as prescribed in Clause 2 of this Article
to carry out outward investment activities.
Section 2. PROCEDURES FOR GRANTING APPROVAL FOR OUTWARD
INVESTMENT GUIDELINES AND MAKING OUTWARD INVESTMENT DECISIONS
Article 56. The power to approve outward investment
guidelines
1. The
National Assembly shall grant approval for outward investment guidelines of the
following investment projects:
a)
Investment projects with outward investment capital of VND 20,000 billion or
more;
b)
Investment projects that require application of a special mechanism or policy
that needs to be decided by the National Assembly.
2. Except
for the investment projects mentioned in Clause 1 of this Article, the Prime
Minister shall grant approval for outward investment guidelines of the
following investment projects:
a)
Investment projects in the banking, insurance, securities, press, radio,
television and telecommunications fields with outward investment capital of VND
400 billion or more;
b)
Investment projects other than those mentioned in Point a of this Clause with
outward investment capital of VND 800 billion or more.
3.
Investment projects not mentioned in Clauses 1 and 2 of this article are not
subject outward investment guideline approval.
Article 57. Dossiers and procedures for outward investment
guideline approval by the National Assembly
1. The
investor shall submit an outward investment project dossier to the Ministry of
Planning and Investment. The dossier consists of:
a) An
outward investment registration form;
b) A
document about the investor’s legal status;
c) A
proposal for the investment project containing at least: form, objectives,
scale, and investment location; preliminary determination of investment capital,
capital raising plan and structure of capital sources; project execution
schedule, investment phases (if any); preliminary analysis of the efficiency of
the project;
d)
Document(s) proving the financial capacity of the investor including at least one
of the following documents: the investor’s financial statements for the last
two years of the investor; a parent company’s commitment to provide financial
support; a financial institution’s commitment to provide financial support;
guarantee for the investor’s financial capacity; other document proving the
investor’s financial capacity;
dd) A
commitment to themself balance sources of foreign currency or a commitment of
an authorized credit institution to provide foreign currency for the investor;
e) A document
issued by the ownership representative agency which approves the investor to
carry out outward investment activities, and report on internal appraisal of
the outward investment proposal of the state-owned enterprise as prescribed in
Clause 1 Article 59 of this Law or decision on outward investment as prescribed
in Clause 2 Article 59 of this Law;
g) With
regard to an outward investment project in the business lines specified in
Clause 1 Article 54 of this Law, the investor shall submit a written certification
of the investor’s fulfillment of conditions for outward investment issued by a
competent authority in accordance with the relevant regulations of law (if
any).
2. Within
05 working days from the date on which the sufficient dossier is received, the
Ministry of Planning and Investment shall submit it to the Prime Minister for
establishment of a State Appraisal Council.
3. Within
90 days from the date of its establishment, the State Appraisal Council shall
organize appraisal and prepare an appraisal report for submission to the
Government. An appraisal report shall contain:
a)
Conditions for issuance of an outward investment registration certificate
prescribed in Article 60 of this Law;
b) Legal
status of the investor;
c)
Necessity of conducting outward investment activities;
d)
Conformity of the investment project with Clause 1 Article 51 of this Law;
dd) Form,
scale, location and execution schedule of the investment project, outward
investment capital and sources of capital;
e)
Assessment of level of risks in the host country.
4. At
least 60 days before the opening of the meeting of the National Assembly, the
Government shall prepare an application for outward investment guideline
approval and submit it to the National Assembly’s agency presiding over
validation.
5. An
application for outward investment guideline approval includes:
a) The
Government’s application form;
b) The
dossier mentioned in Clause 1 of this Article;
c) The
State appraisal council’s appraisal report;
d) Other
relevant documents.
6.
Contents of validation of the request for outward investment guideline approval
include:
a)
Fulfillment of the criteria for determining that the investment project is
subject to approval for its investment guidelines by the National Assembly;
b) Necessity
of conducting outward investment activities;
c)
Conformity of the investment project with Clause 1 Article 51 of this Law;
d) Form,
scale, location and execution schedule of the investment project, outward
investment capital and sources of capital;
dd)
Assessment of level of risks in the host country;
e)
Special policies and mechanisms; investment incentives, investment assistance
and conditions for application thereof (if any).
7. The
Government and relevant organizations or individuals shall provide sufficient
information and documents serving validation; provide explanation for the
project contents at the request of the National Assembly’s agency in charge of
validation.
8. The
National Assembly shall consider passing a resolution on the outward investment
guideline approval containing the following contents:
a) The
investor executing the project;
b)
Investment objectives and location;
c)
Outward investment capital, and sources of such capital;
d) Special
policies and mechanisms; investment incentives, investment assistance and
conditions for application thereof (if any).
9. The
Government shall elaborate on the conditions and procedures for appraisal of
outward investment project dossiers by the State Appraisal Council.
Article 58. Dossiers and procedures for outward investment
guideline approval by the Prime Minister
1.
Investment project dossiers shall be prepared as prescribed in Clause 1 Article
57 of this Law.
2. The
investor shall submit an outward investment project dossier to the Ministry of
Planning and Investment. Within 03 working days from the date on which the
sufficient dossier is received, the Ministry of Planning and Investment shall
send relevant documents to relevant regulatory agencies to seek their opinions.
3. Within
15 days from receipt of the written request for opinions, the requested
agencies shall give their written opinions about the contents under their
management.
4. Within
30 days from the date on which the application is received, the Ministry of
Planning and Investment shall organize appraisal and prepare an appraisal
report for submission to the Prime Minister. The appraisal report includes the
contents specified in Clause 3 Article 57 of this Law.
5. The
Prime Minister shall consider granting outward investment guideline approval
comprising the contents set out in Clause 8 Article 57 of this Law.
Article 59. Outward investment decision
1. A
decision on outward investment by a state-owned enterprise shall be made in
accordance with the law on management and use of state capital invested in
manufacturing and business activities of enterprises and other relevant
regulations of law.
2.
Outward investment activities not mentioned in Clause 1 of this Article shall
be decided by investors in accordance with the Law on Enterprises.
3.
Investors and authorities making decisions on the outward investment as
prescribed in Clauses 1 and 2 of this Article shall take responsibility for
their decisions on outward investment.
Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND
INVALIDATION OF OUTWARD INVESTMENT REGISTRATION CERTIFICATE
Article 60. Conditions for issuance of outward investment
registration certificate
1.
Outward investment activities shall adhere to the rules prescribed in Article
51 of this Law.
2.
Outward investment activities do not involve any business line banned from
outward investment as prescribed in Article 53 of this Law and conditions for
outward investment applicable to business lines subject to conditional outward
investment as prescribed in Article 54 of this Law are satisfied.
3. The
investor makes a commitment to prepare foreign currencies themself or obtains a
commitment to prepare foreign currencies from an authorized credit institution
for the purposes of conducting outward investment activities.
4. There
is an outward investment decision as prescribed in Article 59 of this Law.
5. There
is a tax authority’s certification of the fulfillment of tax obligation by the
investor. Such certification must be issued by the tax authority within the
last 03 months.
Article 61. Procedures for issuance of outward investment
registration certificate
1. If the
investment project is subject to approval for its outward investment
guidelines, the Ministry of Planning and Investment shall issue the outward
investment registration certificate to the investor within 05 working days from
receipt of the written approval for investment guidelines and the outward
investment decision prescribed in Article 59 of this Law.
2.
Regarding the investment project not mentioned in Clause 1 of this article, the
investor shall submit an application for issuance of an outward investment
registration certificate to the Ministry of Planning and Investment. The
application consists of:
a) An
outward investment registration form;
b) A
document about the investor’s legal status;
c) The
outward investment decision prescribed in Article 59 of this Law;
d) A
commitment to balance foreign currency sources or a commitment of an authorized
credit institution to provide foreign currencies for the investor prescribed in
Clause 3 Article 60 of this Law;
dd) With
regard to an outward investment project in the business lines specified in Clause
1 Article 54 of this Law, the investor shall submit a certification of the
investor’s fulfillment of conditions for outward investment issued by a
competent authority in accordance with the relevant regulations of law (if
any).
3. In
case the amount of foreign currency capital transferred abroad is VND 20
billion or more, the Ministry of Planning and Investment shall request the
State Bank of Vietnam to provide opinions in writing.
4. Within
15 days from receipt of the application prescribed in Clause 2 of this Article,
the Ministry of Planning and Investment shall issue an outward investment
registration certificate; in case of rejection of the application, a written
explanation shall be provided to the investor.
5. The
Government shall elaborate procedures for appraising outward investment
projects; issue, adjust and invalidate outward investment registration
certificates.
Article 62. Contents of outward investment registration
certificate
1.
Investment project code.
2. The
investor.
3. Name
of the investment project and name of the foreign business organization (if
any).
4.
Investment objectives and location.
5.
Investment form, investment capital and sources of such capital, investment
capital form, outward investment schedule.
6. Rights
and obligations of the investor.
7.
Investment incentives and assistance (if any).
Article 63. Adjustment of outward investment registration
certificate
1. An
investor shall follow procedures for adjusting the outward investment registration
certificate in the following cases:
a) Change
of the Vietnamese investor;
b) Change
of the investment form;
c) Change
of outward investment capital; sources of investment capital and form of such
capital;
d) Change
of investment location with respect to the investment project requiring an
investment location;
dd)
Change of main objective of the outward investment activity;
e) Use of
profit derived from outward investment according to Points a and b Clause 1
Article 67 of this Law.
2. The
investor must update changes other than those prescribed in Clause 1 of this
Article on the National Investment Information System.
3. An
application for adjustment of the outward investment registration certificate
includes:
a) An
application form for adjustment of the outward investment registration
certificate;
b) A
document about the investor’s legal status;
c) A
report on operation of the investment project up to the date of submission of
the application for adjustment of the outward investment registration certificate;
d) A
decision on adjustment to the outward investment activity pursuant to Article
59 of this Law or the documents prescribed in Point e Clause 1 Article 57 of
this Law;
dd) A
copy of the outward investment registration certificate;
e) The
tax authority’s certification of the investor’s fulfillment of the tax payment
obligation in case of increasing the outward investment capital. Such
certification must be issued by the tax authority within the last 03 months.
4. The
Ministry of Planning and Investment shall adjust the outward investment
registration certificate within 15 days from receipt of the application
specified in Clause 3 of this Article.
5. If the
investment project is subject to approval for its outward investment guidelines,
the Ministry of Planning and Investment shall follow procedures for approving
the adjustment to the outward investment guidelines before adjusting the
outward investment registration certificate as prescribed in Clause 1 of this
Article and Clause 8 Article 57 of this Law.
6. If the
adjustment to the outward investment registration certificate results in the
investment project being subject to approval for its outward investment
guidelines, the investor has to apply for approval for outward investment
guidelines before adjusting the outward investment registration certificate.
7. The
agency or person that has the power to approve outward investment guidelines
also has the power to approve the adjustment to outward investment guidelines.
The agency or person that has the power to make the outward investment decision
also has power to make a decision on adjustment to contents of the outward
investment decision.
8. If a
request for adjustment of an investment project results in the project being
subject to approval for its investment guidelines by an authority at a higher
level, such authority will have the power to approve the adjustment to outward
investment guidelines.
Article 64. Invalidation of outward investment registration
certificate
1. The outward
investment registration certificate shall be invalidated in the following
cases:
a) The
investor decides to terminate the investment project;
b) The
investment project duration is over in accordance with regulations of law of
the host country;
c) The
investment project has to be terminated according to the conditions set out in
the contract or charter of the enterprise;
d) The
investor transfers all outward investment capital to a foreign investor;
dd) The
investor fails to execute or is unable to execute the investment project in
line with the schedule registered with the regulatory agency within 24 months
from the date of issuance of the outward investment registration certificate
and fails to follow the procedures for adjusting the execution schedule of the
investment project;
e) The
foreign business organization is dissolved or goes bankrupt in accordance with
the law of the host country;
g)
Pursuant to a judgment or decision of a court or an arbitral award;
2. The
investor shall follow the procedures for termination of the outward investment
project in accordance with the law of the host country and the procedures for
invalidation of the outward investment registration certificate.
3. The
Ministry of Planning and Investment shall invalidate outward investment
registration certificates.
Section 4. CONDUCT OF OUTWARD INVESTMENT ACTIVITIES
Article 65. Opening of outward investment capital accounts
1.
Investors shall open an outward investment capital account at an authorized
credit institution in Vietnam in accordance with regulations of law on foreign
exchange management.
2.
Transfer of money from and to Vietnam pertaining to outward investment
activities must be made via the investment capital account specified in Clause
1 of this Article in accordance with regulations of law on foreign exchange
management.
Article 66. Transfer of investment capital overseas
1. An
investor is allowed to transfer investment capital overseas in order to conduct
investment activities if the following conditions are met:
a) The
outward investment registration certificate has been granted, except for the
case prescribed in Clause 3 of this Article;
b) The
investment activities have been approved or licensed by a competent authority
of the host country. If the host country’s law does not cover investment
licensing or approval, the investor must provide documents proving their right
to carry out investment activities in that country;
c) There
is a capital account as prescribed in Article 65 of this Law.
2. The
transfer of investment capital overseas must comply with regulations of law on
foreign exchange management, export and technology transfer and relevant
regulations of law.
3.
Investors are entitled to transfer foreign currencies, goods, machinery and
equipment overseas to serve market survey, research and market exploration and
to carry out investment preparatory activities as prescribed by the Government.
Article 67. Use of profit overseas
1. The
investor is entitled to retain profit derived from outward investment for reinvestment
in the following cases:
a)
Continuing to contribute outward investment capital if capital has not yet been
fully contributed as registered;
b)
Increasing outward investment capital;
c)
Executing a new investment project overseas.
2. Investors
shall follow the procedures for adjusting the outward investment registration
certificate as prescribed in Article 63 of this Law in the cases specified in
Points a and b Clause 1 of this Article; and follow the procedures for issuance
of the outward investment registration certificate as prescribed in Article 61
of this Law in the case specified in Point c Clause 1 of this Article.
Article 68. Repatriation of profit
1. Within
06 months from the date on which the tax declaration or an equivalent document
is available as prescribed by the host country’s law, the investor shall
repatriate the entire profit and other incomes derived from outward investment
unless the profit is retained as prescribed in Article 67 of this Law.
2. If the
profit and other incomes are not repatriated within the time limit prescribed
in Clause 1 of this Article, the investor shall send a written notification to
the Ministry of Planning and Investment and the State Bank of Vietnam. The time
limit for repatriation of profit may be extended by no more than 12 months from
the expiry of the time limit specified in Clause 1 of this Article.
3. If the
investor, within the time limit specified in Clause 1 of this Article, has
failed to repatriate profit or send the notification or if the investor, within
the extended time limit specified in Clause 2 of this Article, has failed to
repatriate profit, such investor shall incur penalties in accordance with
regulations of law.
Chapter VI
STATE MANAGEMENT OF INVESTMENT
Article 69. Responsibility for state management of
investment
1. The
Government shall perform uniform state management of investment in Vietnam and
outward investment.
2. The
Ministry of Planning and Investment shall assist the Government in performing
uniform state management of investment in Vietnam and outward investment, and
has the following tasks and rights:
a)
Request the Government and the Prime Minister to consider approving strategies,
plans and policies for investment in Vietnam and outward investment;
b)
Promulgate or request competent authorities to promulgate legislative documents
on investment in Vietnam and outward investment;
c)
Promulgate forms of documents serving procedures for investment in Vietnam and
outward investment;
d)
Provide instructions, disseminate, organize, supervise, inspect and assess the
implementation of legislative documents on investment;
dd)
Formulate and submit to competent authorities mechanisms for resolving
difficulties facing investors and for preventing disputes between the State and
investors;
e) Assess
and report developments of investment in Vietnam and outward investment;
g) Build,
manage and operate the National Investment Information System and national
investment database;
h) Issue,
adjust and invalidate outward investment registration certificates;
i)
Perform state management of industrial parks, export-processing zones and
economic zones;
k)
Perform state management of investment promotion and coordinate investment
promotion activities in Vietnam and overseas;
l)
Inspect, supervise and assess investment activities, manage and cooperate in
managing investment activities within its power;
m)
Negotiate and conclude international investment-related treaties within its
power;
n)
Perform other tasks and exercise other rights regarding state management of
investment as assigned by the Government and the Prime Minister.
3.
Ministries, ministerial agencies shall, within their jurisdiction, cooperate
with the Ministry of Planning and Investment in performing the task of state
management of investment in Vietnam and outward investment. To be specific:
a)
Cooperate with the Ministry of Planning and Investment, Ministries and
ministerial agencies in formulating laws and policies on investment;
b)
Preside over and cooperate with other Ministries and ministerial agencies in
formulating laws, policies, standards, technical regulations and instructions;
c)
Request the Government to promulgate conditions for making business investment
in the business lines mentioned in Article 7 of this Law;
d) Preside
over and cooperate with the Ministry of Planning and Investment in formulating
planning and plans, and compiling a list of its projects attracting investment;
organize campaigns and specialized investment promotion;
dd)
Participate in appraisal of projects subject to approval for their investment
guidelines as prescribed in this Law and take responsibility for the contents
of the appraisal within their jurisdiction;
e) Carry
out supervision, assessment, and specialized inspection of the fulfillment of
investment conditions and state management of investment projects within their
power;
g)
Preside over and cooperate with People’s Committees of provinces, other
Ministries and ministerial agencies in resolving difficulties of investment
projects in state management; provide guidance on distribution of powers and
authorize management boards of industrial parks, export-processing zones,
hi-tech zones, and economic zones to perform state management tasks therein;
h) Carry
out periodic assessment of socio - economic effects of investment projects
under their management and send reports thereon to the Ministry of Planning and
Investment;
i)
Provide relevant information to establish a national investment database;
maintain and update management information systems under their management and
integrate them into the National Investment Information System.
4.
Provincial People’s Committees and investment registration authorities shall,
within their jurisdiction, perform the task of state management of investment
in Vietnam and outward investment. To be specific:
a)
Cooperate with Ministries and ministerial agencies in compiling and issuing
Lists of local projects attracting investment;
b)
Preside over or participate in appraisal of projects subject to approval for their
investment guidelines as prescribed in this Law and take responsibility for the
contents of the appraisal within their jurisdiction; preside over following
procedures for issuance, adjustment and revocation of investment registration
certificates;
c) Exercise
the function of state management of investment projects within their provinces;
d)
Resolve or request competent authorities to resolve difficulties faced by
investors;
dd) Carry
out periodic assessments of efficiency of investment activities and submit
reports thereon to the Ministry of Planning and Investment;
e)
Provide relevant information to establish a national investment database;
maintain and update the National Investment Information System;
g)
Provide instructions on organization, supervision and assessment of
implementation of investment reporting regulations.
5.
Vietnam’s overseas representative missions shall monitor and support investment
activities, and protect the lawful rights and interests of Vietnamese investors
in the host countries.
Article 70. Supervision and assessment of investment
1.
Supervision and assessment of investment activities include:
a)
Supervision and assessment of investment projects;
b)
Overall investment supervision and assessment.
2.
Responsibility for investment supervision and assessment:
a)
Investment authorities and specialized authorities conduct overall investment
supervision and assessment and supervision and assessment of investment
projects under their management;
b)
Investment registration authorities shall supervise and assess the investment
projects to which they grant investment registration certificates;
3.
Contents of supervision and assessment of investment projects:
a) With
regard to investment projects funded by state capital, investment authorities
and specialized authorities shall carry out supervision and assessment
according to the contents and criteria approved in the investment decision;
b) With
respect to investment projects funded by other sources of capital, investment
authorities and specialized authorities shall supervise and assess the
objectives and conformity of the investment projects with planning and
investment guidelines approved by competent authorities, the investment
schedule, fulfillment of environmental protection requirements, technologies,
use of land and other resources as prescribed by law;
c)
Investment registration authorities shall assess the adherence to investment
registration certificates and written approval for investment guidelines.
4.
Contents of overall supervision and assessment of investment:
a)
Promulgation of legislative documents elaborating and providing guidelines for
implementation thereof; implementation of the law on investment;
b)
Progress of execution of investment projects;
c)
Assessment of results of investment implementation by the whole country,
Ministries, ministerial agencies, local authorities, and investment projects
under their management;
d)
Suggest investment assessment results and solutions for resolving difficulties
and actions against violations of the law on investment to regulatory agencies
at the same level and superior investment authorities.
5.
Organizations and agencies shall carry out investment assessment themselves or
hire capable experts or consultancies to do so.
6. The
Government shall elaborate this Article.
Article 71. National Investment Information System
1. The
National Investment Information System consists of:
a)
National information system for domestic investment;
b)
National information system for foreign investment in Vietnam;
c)
National information system for outward investment from Vietnam;
d)
National information system for investment promotion;
dd)
National information system for industrial parks and economic zones.
2. The
Ministry of Planning and Investment shall preside over and cooperate with
relevant agencies in developing and operating the National Investment
Information System; establish the national investment database; assess the
operation of such system by central and local investment authorities.
3.
Investment authorities and investors shall sufficiently, promptly and
accurately update information on the National Investment Information System.
4.
Information about investment projects in the National Investment Information
System is considered original and lawful information.
Article 72. Reports on investment activities in Vietnam
1.
Reporting entities:
a)
Ministries, ministerial agencies and provincial People’s Committees;
b)
Investment registration authorities;
c)
Investors and business organizations executing investment projects as
prescribed in this Law.
2.
Periodic reporting:
a)
Investors and business organizations executing investment projects shall submit
quarterly and annual reports to investment registration authorities and local
statistical agencies on the investment project execution, which specify:
investment capital, investment results, employees, payment to government
budget, investment in R&D, environmental protection, and other professional
indicators;
b)
Investment shall submit quarterly and annual reports to the Ministry of
Planning and Investment and provincial People’s Committees on receipt of
applications, issuance, adjustment and revocation of investment registration
certificates and the operation of investment projects under their management;
c)
Provincial People’s Committees shall submit quarterly and annual consolidated
reports on local investment to the Ministry of Planning and Investment;
d)
Ministries and ministerial agencies shall submit quarterly and annual reports
on issuance, adjustment and revocation of investment registration certificates
and equivalent papers (if any) under their management; and on investment
activities under their management to the Ministry of Planning and Investment,
which submit a consolidated report to the Prime Minister;
dd) The
Ministry of Planning and Investment shall submit an annual report to the Prime
Minister on investment nationwide and adherence to regulations on investment
reporting by the entities mentioned in Clause 1 of this Article.
3.
Agencies, investors and business organizations shall make reports in writing
via the National Investment Information System.
4.
Agencies, investors and business organizations mentioned in Clause 1 of this
Article shall make ad hoc reports at the request of competent authorities.
5. If a
project is exempt from the investment registration certificate, the investor
shall submit a report to the investment registration authority before
commencement of the project execution.
Article 73. Reporting of outward investment activities
1.
Reporting entities:
a)
Ministries and ministerial agencies shall manage outward investment activities
in accordance with regulations of law, and agencies representing the state
capital in enterprises;
b)
Investors executing outward investment projects as prescribed in this Law.
2.
Regulations on reporting applied to the entities specified in Point a Clause 1
of this Article:
a) Such
entities shall submit an annual report on management of outward investment
within their jurisdiction to the Ministry of Planning and Investment, which
will submit consolidated reports to the Prime Minister;
b) The
Ministry of Planning and Investment shall submit an annual report on outward
investment to the Prime Minister.
3.
Reporting regulations applied to investors:
a) Within
60 days from the day on which the project is approved or licensed as prescribed
by law of the host country, the investor shall send a written notification of
outward investment enclosed with a copy of the written approval for the
investment project or a document proving the right to make investment in the
host country to the Ministry of Planning and Investment, the State Bank of
Vietnam, and a representative mission of Vietnam in the host country;
b)
Investors shall submit quarterly and annual reports on operation of their
investment projects to the Ministry of Planning and Investment, the State Bank
of Vietnam, and a representative mission of Vietnam in the host country;
c) Within
06 months from the day on which the tax declaration or an equivalent document
is available as prescribed by the host country’s law, the investor shall submit
a report on the operation of the investment project enclosed with the financial
statement, tax declaration, or an equivalent document prescribed by the host
country’s law to the Ministry of Planning and Investment, the State Bank of
Vietnam, the Ministry of Finance, a representative mission of Vietnam in the
host country, and a competent authority prescribed in this Law and relevant
regulations of law;
d) If the
outward investment project is funded by the state capital, apart from complying
with the regulations in Points a, b and c of this Clause, the investor shall
make reports in accordance with regulations of law on management and use of
state capital invested in manufacturing and business activities of enterprises.
4. The
reports mentioned in Clause 2 and Clause 3 of this Article shall be made in
writing and via the National Investment Information System.
5. The
agencies and investors in Clause 1 of this Article shall make ad hoc reports at
the request of competent authorities to meet state management requirements or
settle issues arising in relation to investment projects.
Article 74. Investment promotion activities
1. The
Government shall direct the formulation and organize the implementation of
policies and orientations for investment promotion with a view to promoting and
facilitating investment activities by sectors and regions and partners in
conformity with strategies, planning, plans and objectives for socio-economic
development in each period; and ensure implementation of inter-regional and
cross-sectoral investment promotion programs and activities in association with
trade promotion and tourism promotion.
2. The
Ministry of Planning and Investment shall formulate and organize the
implementation of a national investment promotion plan or program; coordinate
inter-regional and inter-provincial investment promotion activities; monitor,
supervise and assesses the efficiency of investment promotion nationwide.
3.
Ministries, ministerial agencies and provincial People's Committees shall,
within their jurisdiction, formulate and organize implementation of investment
promotion plans and programs in fields and areas under their management in
conformity with strategies, planning and plans for socio-economic development
and the national investment promotion program.
4.
Funding for formulating and organizing the implementation of the investment
promotion program shall be covered by the state budget and other lawful
sources.
5. The
Government shall elaborate this Article.
Chapter VII
IMPLEMENTATION CLAUSE
Article 75. Amendments to
some Articles of laws related to business investment
1. The
Law on Housing No. 65/2014/QH13 amended by the Law No. 40/2019/QH14 is amended
as follows:
a) Clause
2 of Article 21 is amended as follows:
“2.
Having a capital deposit or a bank guarantee to execute each project in
accordance with the law on investment.”;
b) Point
c Clause 2 of Article 22 is amended as follows:
“c)
Approving an investor in accordance with the Law on Investment. If multiple
investors are approved, the investor shall be determined in accordance with the
Law on Construction.
The
Government shall elaborate this Point.”;
c) Clause
1 of Article 23 is amended as follows:
“1.
Having the lawful right to use residential land and the other types of land
which is allowed by a competent authority to be repurposed as residential
land.”;
d) Clause
2 of Article 170 is amended as follows:
“2. Regarding
other housing construction projects subject to approval for their investment
guidelines in accordance with the Law on Investment, regulations of the Law on
Investment shall be complied with.”;
dd)
Clause 7 of Article 175 is amended as follows:
“7.
Provide professional training in residential housing development and
management; stipulate the issuance of certificates of training in management
and operation of apartment buildings; stipulate and recognize the
classification of apartment buildings.”;
e) Clause
3 Article 22 and Article 171 are repealed.
2. The
Law on Real Estate Business No. 66/2014/QH13 is amended as follows:
a) Clause
1 of Article 10 is amended as follows:
“1. Any
organization or individual engaged in real estate business must establish an
enterprise or cooperative (hereinafter referred to as “the enterprise”), except
for the cases mentioned in Clause 2 of this Article.”;
b)
Article 50 is amended as follows:
“Article
50. The power to allow transfer of real estate projects in part or in full
1. In the
case of a real estate project for which the investor has been approved or to
which an investment registration certificate has been issued in accordance with
the Law on Investment, power and procedures for transfer of real estate
projects in part or in full shall comply with the Law on Investment.
2. For a
real estate project other than that mentioned in Clause 1 of this Article, the
power to allow transfer of real estate projects in part or in full is as
follows:
a)
People's Committees of provinces and central-affiliated cities (hereinafter
referred to as “provincial People's Committees”) shall decide to allow transfer
part or whole of real estate projects subject to investment decision by
provincial People's Committees;
b) The
Prime Minister shall decide to allow transfer of real estate projects in part
or in full, for projects subject to investment decision by the Prime
Minister.”;
c) The
following introductory paragraph is added before Clause 1 of Article 51:
“Procedures
for transfer part or whole of real estate projects specified in Clause 2
Article 50 of this Law are as follows:”.
3. Some
Points of Clause 2 Article 25 of the Law on Environmental Protection No.
55/2014/QH13 amended by the Law No. 40/2019/QH14 and the Law No. 39/2019/QH14
are amended as follows:
a) Point
a Clause 2 of Article 25 is amended as follows:
“a)
Regarding the entities prescribed in Article 18 of this Law, the competent
authority shall depend on the preliminary environmental impact assessment to
grant approval for investment guidelines; and the investor is only allowed to
execute the project after the environmental impact assessment report has been
approved.
Regarding
the public investment project, the competent authority shall depend on the preliminary
environmental impact assessment to decide policy guidelines; and depend on the
environmental impact assessment to make investment decisions for the projects
prescribed in Article 18 of this Law. The Government shall elaborate subjects
and contents of preliminary environmental impact assessment;”;
b) Point
d Clause 2 of Article 25 is amended as follows:
“dd) With
respect to the projects not mentioned in Points a, b, c and d of this Clause,
the competent authority shall depend on the preliminary environmental impact
assessment to issue the investment registration certificate, except for the
case in which the investment registration certificate is issued at the request
of the investor; and the investor is only allowed to execute the project after the
environmental impact assessment report has been approved.”.
4. The
Law on Corporate Income Tax No. 14/2008/QH12 amended by the Law No.
32/2013/QH13 and the Law No. 71/2014/QH13 is amended as follows:
a) Clause
5a is added after Clause 5 of Article 13 as follows:
“5a.
With respect to the investment projects specified in Clause 2 Article 20 of the
Law on Investment, the Prime Minister shall decide to apply a preferential tax
rate reducing by no more than 50% the preferential tax rate specified in Clause
1 of this Article. The duration of application of the preferential tax rate
shall not exceed 1.5 times the duration of application of the preferential tax
rate specified in Clause 1 and may be extended for no more than 15 years and
must not exceed the duration of the investment project.”;
b) Clause
1a is added after Clause 1 of Article 14 as follows:
“1a.
With respect to the investment projects specified in Clause 2 Article 20 of the
Law on Investment, the Prime Minister shall decide to apply tax exemption for
no more than 6 years and reduce 50% of the maximum tax payable for no more than
the 13 subsequent years.”;
5. The
Law on the Law on Cinematography No. 62/2006/QH11 amended by the Law No.
31/2009/QH12 and the Law No. 35/2018/QH14 is amended as follows:
a)
Article 14, Article 15 and Clause 3 of Article 30 are repealed;
b) The
number “14” and the mark “,” immediately after the number “14” in Article 55
are deleted.
6.
Article 10 and Point a Clause 2 Article 43 of the Law on Urban Planning No.
30/2009/QH12 amended by the Law No. 77/2015/QH13, the Law No. 35/2018/QH14 and
the Law No. 40/2019/QH14 are repealed.
Article 76. Implementation clause
1. This
Law comes into force from January 01, 2021, except for the regulations in
Clause 2 of this Article.
2. The
regulations set out in Clause 3 Article 75 of this Law come into force from
September 01, 2020.
3. The
Law on Investment No. 67/2014/QH14 amended by the Law No. 90/2015/QH13, the Law
No. 03/2016/QH14, the Law No. 04/2017/QH14, the Law No. 28/2018/QH14 and the
Law No. 42/2019/QH14 shall cease to have effect from the effective date of this
Law, except for Article 75 of the Law on Investment No. 67/2014/QH14.
4.
Individuals who are Vietnamese citizens may use their personal identification
numbers instead of copies of their identity cards/citizen identity cards,
passports or other personal identification documents upon following
administrative procedures set out in the Law on Investment and Law on
Enterprises if the national population database is connected to the national
investment and enterprise registration database.
5. Any
legislative document that refers to regulations on project approval decisions
or investment guideline decisions in accordance with the Law on Investment
shall be implemented in accordance with the regulations on investment guideline
approval of this Law.
Article 77. Grandfather clauses
1.
Investors that were issued with investment licenses, investment incentive
certificates, investment certificates or investment registration certificates
before the effective date of this Law shall execute their investment projects
in accordance with such investment licenses, investment incentive certificates,
investment certificates or investment registration certificates.
2.
Investors are not required to follow procedures for approval for investment
guidelines in accordance with this Law with respect to the investment projects
in one of the following cases:
a) The
investors obtained investment guideline decisions, investment guideline
approval or investment approval in accordance with regulations of laws on
investment, housing, urban areas and construction before the effective date of
this Law;
b) The
investors have started execution of projects that are not subject to approval
for their investment guidelines, investment guideline decision or investment
guideline or issuance of the investment registration certificate in accordance
with regulations of laws on investment, housing, urban areas and construction
before the effective date of this Law;
c)
Investors won the bidding for investor selection or the land use right auction
before the effective date of this Law;
d)
Projects have been granted investment incentive certificates, investment licenses,
investment certificates or investment registration certificates before the
effective date of this Law.
3. If an
investment project specified in Clause 2 of this Article is adjusted and the
adjustments are subject to approval for investment guidelines in accordance
with this Law, the procedures mentioned in this Law must be followed to obtain
approval for investment guidelines or adjust investment guidelines.
4. Any
investment project executed or approved or allowed to be executed in accordance
with regulations of law before July 01, 2015 and subject to project execution
security as prescribed in this Law is not required to have a deposit or a bank
guarantee. If the investor adjusts the objectives or schedule for execution of
the investment project or repurposes land after the effective date of this Law,
the investor must pay a deposit or obtain a bank guarantee in accordance with
this Law.
5. Any
debt collection service contract concluded before the effective date of this
Law shall cease to have effect from the effective date of this Law; and the
parties to such contract may carry out activities to liquidate the contract in
accordance with the civil law and other relevant regulations of law.
6.
Foreign-invested business organizations to which market access conditions more
favorable than those prescribed in the List promulgated under Article 9 of this
Law are applied may continue to apply the conditions set out in their issued
investment registration certificate.
7. The
regulation in Clause 3 Article 44 of this Law applies to both investment
projects to which land was allocated before the effective date of this Law and
projects to which land has not yet been allocated.
8. In the
event that the law stipulates that documentation serving administrative procedures
must consist of an investment registration certificate or written approval for
investment guidelines but the investment project is not subject to issuance of
an investment registration certificate or written approval for investment
guidelines as prescribed in this Law, the investor is not required to submit an
investment registration certificate or written approval for investment
guidelines.
9. With
respect to areas which have difficulties in providing land for development of
residential housing, service facilities and public utilities for employees
working in industrial parks, the competent authority may adjust the planning
for construction of industrial zones (for industrial parks established before
July 01, 2014) to reserve part of the land area for development of residential
housing, service facilities and public utilities for employees working in the
industrial parks.
After
adjustment of the planning, the land area for development of residential
housing, service facilities and public utilities for employees working in an
industrial park must be outside the geographical boundary of the industrial
park and must ensure an environmental safety distance in accordance with the
law on construction and other relevant regulations of law.
10.
Grandfather clauses on outward investment activities:
a)
Regulations on the duration of outward investment projects set out in outward
investment licenses and outward investment certificates issued before July 01,
2015 shall cease to have effect;
b) Any
investor issued with an outward investment license or certificate or outward
investment registration certificate to make outward investment in a conditional
business line subject to conditional outward investment in accordance with this
Law may continue to make investment according to the issued outward investment
license or certificate or outward investment registration certificate.
11. From
the effective date of this Law, if any document has been received and the deadline
for processing thereof has expired but the results have not been returned in
accordance with the Law No. 67/2014/QH14 on Investment amended by the Law
No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No. 04/2017/QH14, the
Law No. 28/2018/QH14 and the Law 42/2019/QH14, such document shall continue to
be processed in accordance with regulations of law 67/2014/QH14 on Investment
amended by the Law No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No.
04/2017/QH14, the Law No. 28/2018/QH14 and the Law No. 42/2019/QH14.
12. The
Government shall elaborate this Article.
This
Law is adopted by the 14th National Assembly of Socialist Republic of Vietnam
on this 17th of June 2020 during its 9th session.
|
THE PRESIDENT OF THE NATIONAL ASSEMBLY
Nguyen Thi Kim Ngan
|
APPENDIX
(Enclosed with the Law on Investment No. 61/2020/QH14)
Appendix I
NARCOTIC SUBSTANCES BANNED
FROM INVESTMENT
A.
Substances and salts, isomers, esters, ethers, and salts of isomers, esters, and
ethers, whenever the existence of such isomers, esters, ethers, and salts is
possible
No.
|
Substance name
|
Scientific name
|
CAS number
|
1
|
Acetorphine
|
3-O-acetyltetrahydro
- 7 - α - (1 - hydroxyl - 1 - methylbutyl) - 6, 14 - endoetheno
- oripavine
|
25333-77-1
|
2
|
Acetyl-alpha-methylfenanyl
|
N- [1 - (α - methylphenethyl) - 4 - piperidyl]
acetanilide
|
101860-00-8
|
3
|
Alphacetylmethadol
|
α - 3 - acetoxy - 6 - dimethylamino - 4,4 -
diphenylheptane
|
17199-58-5
|
4
|
Alpha-methylfentanyl
|
N- [1 - ( α - methylphenethyl) - 4 - peperidyl]
propionanilide
|
79704-88-4
|
5
|
Beta-hydroxyfentanyl
|
N- [1- (β - hydroxyphenethyl) - 4 - peperidyl]
propionanilide
|
78995-10-5
|
6
|
Beta-hydroxymethyl-3-fentanyl
|
N- [1 - (β - hydroxyphenethyl) - 3 - methyl - 4 -
piperidyl] propinonanilide
|
78995-14-9
|
7
|
Desomorphine
|
Dihydrodeoxymorphine
|
427-00-9
|
8
|
Etorphine
|
Tetrahydro
- 7α - (1 - hydroxy - 1 - methylbutyl) - 6,14 - endoetheno -
oripavine
|
14521-96-1
|
9
|
Heroine
|
Diacetylmorphine
|
561-27-3
|
10
|
Ketobemidone
|
4 - meta
- hydroxyphenyl - 1 - methyl - 4 - propionylpiperidine
|
469-79-4
|
11
|
3-methylfentanyl
|
N- (3 - methyl - 1 - phenethyl - 4 - piperidyl)
propionanilide
|
42045-86-3
|
|