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GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No.
18-CP
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Hanoi,
April, 16, 1993
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DECREE
PROVIDING REGULATIONS ON FOREIGN INVESTMENT IN VIETNAM
THE GOVERNMENT
Pursuant to the Law on the Organization
of the Government dated 30 September 1992;
Pursuant to the Law on foreign Investment in Vietnam dated 29 December 1992,
the Law on Amendment of and Addition to a Number of Articles of the Law on
foreign Investment in Vietnam dated 30 June 1990, and the Law on Amendment of
and Addition to a Number of Articles of the Law on foreign Investment in
Vietnam dated 23 December 1992 (hereinafter referred to as the foreign
Investment Law);
On the proposal of the Minister-Chairman of the State Committee for
Co-operation and Investment;
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1
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Article 2
For the purpose of this Decree, the following terms shall
have the meanings ascribed to them there under:
1. Prescribed
capital of an enterprise with foreign owned capital means the initial capital
which is stipulated in the Charter of an enterprise. Loan capital is not
included in the prescribed capital of an enterprise.
2. Invested
capital means the capital to be employed in carrying out an investment project,
including prescribed capital and loan capital.
Article 3
The following are subject to the foreign Investment Law:
1. Vietnamese
enterprises of any economic sector, including:
- State-owned
enterprises;
-
Co-operatives;
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- Private enterprises
established in accordance with the Law on Private Enterprises.
2. Foreign
legal entities which, and individuals who make direct investment in Vietnam.
3.
Enterprises with foreign owned capital.
4. State
bodies who are parties to build-operate-transfer contracts.
5. Overseas
Vietnamese who make direct investment in Vietnam or jointly contribute capital
with one or more Vietnamese economic organizations for the purpose of
investment co-operation with a foreign party. In both of the above instances, they
shall enjoy favorable conditions which shall be the subject of separate
provisions.
Article 4
1. Enterprises established in accordance with the Law on
Companies and the Law on Private Enterprises may independently enter into
business co-operation contracts with foreign organizations and individuals in
every sector of the national economy except those in which investment is
prohibited by the law and regulations of Vietnam.
2. In
relation to investment areas for which, according to the provisions of the Law
on Companies and the Law on Private Enterprises permission of the Prime
Minister of the Government must be obtained before the investment takes place,
any business c o-operation with a foreign party must also be carried out in
accordance with those provisions.
Article 5
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2. The
allocation of land for business purposes under the foreign Investment Law shall
comply with the provisions of the laws relating to land.
3. All
construction projects shall comply with the regulations on Management of
Capital Construction. During the construction phase, where it is proposed to
use foreign standards and technology, the agreement of the Ministry of
Construction shall first be obtained.
4. Official
fees for considering an application for a business or investment license and a
certificate of registration of charter of an enterprise shall be paid once in
full at the time the application is filed.
The parties
shall agree which of them shall bear the fees payable in relation to a business
co-operation contract or joint venture enterprise.
Article 6
The State body of the Government of the Socialist Republic
of Vietnam, which is stated in Chapter V of the Investment Law to be in charge
of foreign investment, is the State Committee for Co-operation and Investment.
Article 7
Documents submitted to the State Committee for Co-operation
and Investment shall be in Vietnamese and a widely-used foreign language. Both
the Vietnamese and foreign language versions shall be equally valid.
Chapter II
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Article 8
1. A business co-operation contract is a document signed by
two or more parties (hereinafter called the contracting parties) with the
object of conducting jointly one or more business operations in Vietnam, on the
basis of mutual allocation of responsibilities and sharing of profits or
losses, without creating a legal entity.
Commercial
contracts and economic contracts for the mere exchange of goods such as
delivery of raw materials in return for finished products, or purchase of
equipment in return for products in the future, are beyond the scope of this
Decree.
2. The
parties to a business co-operation contract shall agree upon its duration
having taken into account the nature and objectives of the business and obtain
the approval of the State Committee for Co-operation and Investment.
3. A business
co-operation contract shall be signed by duly authorized representatives of the
contracting parties.
Article 9
An application for the issue of a business license shall be
signed by the contracting parties and submitted to the State Committee for
Co-operation and Investment with the following documents:
1. A business
co-operation contract.
2. All
necessary information which relates to the contracting parties, such as details
of their financial standing, the charter in the case of a company and details
of legal capacity in the case of individuals.
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Article 10
A business co-operation contract shall contain the
following principal matters:
1. The
nationalities, addresses, and the names of the duly authorized representatives,
of the contracting parties.
2. A
description of the intended business activities.
3. A list of
the main equipment and materials, their quantity and quality; the
specification, quantity and quality of the products of the business; the
proportion of products to be sold in the domestic and international markets;
and the proportion of revenue to be received in foreign currency and in
Vietnamese currency.
In the case
of production of import substitutes, the method of payment shall be clearly
stated.
4. The rights
and obligations of the contracting parties, the method of determination and
distribution of profits or losses of the business, and the conditions for
assignment by the parties of their rights and obligations under the contract.
5. The duration
of the contract and the responsibilities of the parties in performance,
amendment and termination of the contract.
6. The
procedure for the resolution of disputes between the contracting parties.
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Article 11
1. The State Committee for Co-operation and Investment
shall, within three months from the date of receipt of an application for a
business license, notify its decision to the contracting parties.
2. In the
event that the State Committee for Co-operation and Investment requires the
contracting parties to submit additional documentation or to amend some of the
provisions of the contract, it shall send a request to them within one month
from the date of receipt of the application.
In the event
that the contracting parties do not reply in writing within forty-five (45)
days from the date of receipt of the request from the State Committee for
Co-operation and Investment, the application for issue of the business license
shall be deem ed invalid.
In the event
that a reply does not satisfy the request of the State Committee for
Co-operation and Investment then the time for consideration and notification of
approval as stated in clause 1 of this article shall be suspended until the
reply is adequate .
3. In the
event that an application for issue of the business license is approved, the
State Committee for Co-operation and Investment shall issue a business license
to the contracting parties. Copies of the business license shall be sent to the
relevant State administrative authorities.
Article 12
A business co-operation contract shall not be effective
until a business license is issued by the State Committee for Co-operation and
Investment. The contracting parties shall, within thirty (30) days after the
date of issue of the business license, cau se to be published in a central or
local newspaper the following principal details of the business license:
- The names,
addresses and representatives of the contracting parties;
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- The representatives
of the contracting parties to appear before Vietnamese courts and State
authorities;
- The
duration of the business co-operation contract and the date of issue of the
business license.
Article 13
Each contracting party shall have the right to assign its
share of the invested capital, provided that priority is given to the other
contracting parties. Where the parties fail to agree on terms for assignment,
the intending assignor shall have the right to assign to a third party. The
terms of the assignment offered to the third party shall not be more favorable
than the terms offered to the other contracting parties.
An assignee
shall submit to the State Committee for Co-operation and Investment the
contract of assignment and attach documents which relate to its legal capacity,
financial standing, and authorized representative.
In the event
that the value of the assignment is higher than the initial value, an assignor
shall be liable to pay tax in accordance with the law of Vietnam.
An assignment
must have the unanimous approval of the other contracting parties and shall be
effective as of the date that it is approved by the State Committee for
Co-operation and Investment.
Article 14
In the event that the contracting parties agree to extend
the duration of the contract, they shall file an application for approval with
the State Committee for Co-operation and Investment no later than six months
prior to the expire of the contract. The State Committee for Co-operation and
Investment shall notify its decision to the contracting parties within fifteen
(15) days after the date of receipt of the application.
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1. A business co-operation contract may be terminated prior
to its expire if the conditions for its termination as specified in the
contract are satisfied.
2. After the
contract expires, its relevant clauses concerning the resolution of disputes
and rights of action shall remain valid for the period otherwise provided by
law, or in the event that there is no law, for the period agreed upon by the
contracting parties.
3. The State
Committee for Co-operation and Investment shall have the right to withdraw a
business license prior to its expire if the business activities of the parties
breach the law or do not conform with the objectives and provisions stated in
the business license.
Article 16
The contracting parties shall submit a report on the
results of the performance of the contract in accordance with the regulations
enacted by the State Committee for Co-operation and Investment.
Article 17
Each
contracting party shall:
1. Ensure
full payment is made of all taxes due: foreign parties must pay tax in
accordance with the provisions of the foreign Investment Law; and the
Vietnamese parties must pay tax in accordance with the taxation laws applicable
to domestic businesses.
2. Be
responsible for its activities before the law of the Socialist Republic of
Vietnam.
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1. Contracting parties must carry out the liquidation of a
contractual business co-operation in accordance with the provisions stipulated
in the contract. The duration of the liquidation process shall not exceed six
months after the decision to terminate the contract is made or after the
expiration of the contract. When necessary, this period may be extended
provided that the total period shall not exceed one year. 2. All expenses
incurred in the process of liquidation shall be met by the contracting parties,
and payment of these expenses shall take priority over payment of all other
liabilities.
3. All other
liabilities shall be paid in accordance with the following order of priorities:
- Salaries
and labour insurance premiums due by the joint venture enterprise to or in
respect of its employees;
- Taxes and
imposts in the nature of tax which the contracting parties are liable to pay to
the State of Vietnam;
- Loans
(including interest);
- Other
liabilities.
Chapter III
JOINT VENTURE
ENTERPRISES
Article 19
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In special
cases, a joint venture enterprise may be established on the basis of treaties
signed between the Government of the Socialist Republic of Vietnam and the
Government of a foreign country.
2. A joint
venture enterprise shall be established as a limited liability company and
shall have the status of a Vietnamese legal person; the liability of each joint
venture party to the other parties, to the joint venture enterprise, and to
third parties shall be limited to its contribution to the prescribed capital.
3. A joint
venture enterprise shall operate on the principle of financial autonomy, on the
basis of the joint venture contract, the charter of the joint venture
enterprise, and in conformity with the investment license and the law of the
Socialist Re public of Vietnam.
4. A joint
venture enterprise shall be established formally when the State Committee for
Co-operation and Investment issues an investment license and a certificate of
registration of the charter of the enterprise.
Article 20
The application for the investment license signed by the
joint venture parties shall be submitted to the State Committee for
Co-operation and Investment together with the following documents:
1. The joint
venture contract.
2. The
charter of the joint venture enterprise.
3. Relevant
information relating to the legal capacity, and financial standing of the joint
venture parties.
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Article 21
A joint venture contract shall contain the following
principal matters:
1. The
nationalities, addresses, and authorized representatives of the joint venture
parties.
2. The name,
address and business activities of the joint venture enterprise.
3. The
invested capital, the prescribed capital, the proportion of capital contribution
to be made by each party, the form and timing of the making of capital
contributions, the timetable for construction of the enterprise and the
conditions and procedure for assignment of the invested capital.
4. A
description of the main equipment and materials required for the establishment
of the joint venture enterprise; the products of the business and the markets
in which they will be sold; the proportion of the revenue to be received in
Vietnamese currency and in foreign currency. In the case of production of
import substitutes, the method of payment shall be clearly stated.
5. The
duration of the joint venture enterprise, and events which may give rise to
termination and dissolution.
6. The
resolution of disputes between the joint venture parties; the arbitration
procedures and law to be applied in case of a dispute.
7. The
responsibilities of each party in the performance of the joint venture
contract.
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Article 22
The charter of the joint venture enterprise shall include
the following principal matters:
1. The
nationalities, addresses, and authorized representatives of the joint venture
parties.
2. The name,
address and business activities of the joint venture enterprise.
3. The
invested capital, the prescribed capital, the proportion of contribution to the
prescribed capital to be made by each party, and timing of the making of
capital contributions.
4. The number
of members, composition, rights and obligations and duration of the board of
management of office of the members of the board of management, and of the
general director and deputy directors of the joint venture enterprise.
5. The
representatives of the joint venture enterprise before the law courts,
arbitration and State bodies of Vietnam.
6. The
principles governing financial management, standards of accounting and
statistics systems, and the insurance of assets of the joint venture
enterprise.
7. The ratio
for distribution of profits and losses by the joint venture parties.
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9. Labour
relations in the joint venture enterprise.
10. Training
plans for executives, technical and business persons and employees.
11. The
procedure for amending the charter of the joint venture enterprise.
Article 23
1. The State Committee for Co-operation and Investment
shall, within three months from the date of receipt of an application for an
investment license, notify the joint venture parties of its decision.
2. In the
event that the State Committee for Co-operation and Investment requires the
joint venture parties to submit additional documents or to amend certain
articles in the contract, the charter, or the feasibility study, it shall send
a request to them within one month from the date of receipt of the application
for an investment license.
In the event
that the joint venture parties do not reply in writing within forty-five (45)
days of receipt of the request from the State Committee for Co-operation and
Investment, the application for the investment license shall be deemed invalid.
In the event that a reply does not satisfy the request made by the State
Committee for Co-operation and Investment then, the time for consideration and
approval as stated in clause 1 of this article shall be suspended until the
reply is adequate.
3. In the
event that the application for issue of an investment license is approved, the
State Committee for Co-operation and Investment shall issue an investment
license and certificate of registration of the charter of the joint venture
enterprise. Copies of the investment license shall be sent to the relevant
State administrative bodies.
Article 24
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The joint
venture enterprise shall, within thirty (30) days from the date of the issue of
the investment license, cause to be published in a central or local newspaper,
the details stated in the investment license including:
1. The full
names, addresses, and representatives of the joint venture parties.
2. The name and
address of the joint venture enterprise and its business activities.
3. The
invested capital, the prescribed capital, and the proportion of the prescribed
capital to be contributed by each joint venture party.
4. The
representatives of the joint venture enterprise before the law courts,
arbitration and State bodies of Vietnam.
5. The
proposed duration of the joint venture enterprise and the date of the issue of
the investment license.
Article 25
Any amendment to the joint venture contract or the charter
of the joint venture enterprise agreed upon by the joint venture parties shall
not take effect until it is approved by the State Committee for Co-operation
and Investment.
Article 26
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When
necessary, Vietnamese parties may make their contributions in the form of natural
resources and the value of the legal right to use land, water surface and sea
surface, provided that it is legally permitted by competent State bodies of
Vietnam.
An existing
joint venture enterprise which is a party to a new joint venture enterprise has
the power to determine the form of capital contribution to the prescribed
capital of the new joint venture enterprise, provided that in doing so, it does
not reduce its own prescribed capital.
The value of
the capital contribution of each party shall be agreed by the parties, based on
international market prices at the time the contribution is made.
The State
Committee for Co-operation and Investment shall have the power to review such
agreement and to require the enterprise and the joint venture parties to
reassess the attributed values of the prescribed capital. When necessary, the
State Committee for Co-operation and Investment shall have the power to
designate a specialized organization to fulfill this requirement. Where an
error which is due to the fault of the enterprise or the joint venture parties
is discovered, the costs of reassessment sh all be borne by the enterprise or
the joint venture parties.
Article 27
The prescribed capital shall constitute at least thirty
(30) per cent of the invested capital of the joint venture enterprise. In
special cases, however, this proportion may be less than thirty (30) per cent,
provided that approval has been granted by th e State Committee for
Co-operation and Investment.
The
proportion of capital contributions of one or more foreign parties shall be
agreed by the parties, provided that it shall be no less than thirty (30) per
cent of prescribed capital of the joint venture enterprise.
In relation
to those investment projects which are determined by the State Committee for
Co-operation and Investment as having economic significance, the joint venture
parties are permitted, when entering into a joint venture contract, to agree
upon the timing of and the rate at which the Vietnamese party shall increase
the proportion of its capital contribution to the prescribed capital of the
joint venture enterprise.
Article 28
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The form and
timetable for the making of contributions to the prescribed capital shall be
stipulated in the joint venture contract, and shall be consistent with the economic-technical
feasibility study.
In the event
that the joint venture parties fail, without reasonable cause, to comply with
the timing for making contributions to the prescribed capital the State
Committee for Co-operation and Investment has the power to withdraw their
investment license .
Article 29
A joint venture enterprise is prohibited from reducing
prescribed capital during its period of operation. Any increase in the invested
capital, and in the prescribed capital, and any change to the proportion of
capital contribution in the prescribed capital decided by the board of
management of the joint venture enterprise shall be approved by the State
Committee for Co-operation and Investment.
Article 30
Each of the joint venture parties shall be entitled to
assign its capital contribution in a joint venture enterprise and, in doing so,
shall give priority to the other parties to the joint venture enterprise. Where
the joint venture parties fail to agree on terms and conditions for assignment,
the intending assignor shall have the right to assign its invested capital to a
third party, provided that the terms and conditions of such assignment shall
not be more favorable than those offered to the other joint venture parties.
The assignee
shall submit to the State Committee for Co-operation and Investment the
contract of assignment and attach any documents which relate to its legal
capacity, financial standing and authorized representative.
In the event
that value of the assignment is higher than the initial value, the assignor
shall pay tax in accordance with the law of Vietnam.
Any such
assignment shall not be effective until it is unanimously agreed upon by the
board of management of the joint venture enterprise and approved by the State
Committee for Co-operation and Investment.
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1. The highest body in charge of the joint venture
enterprise shall be its board of management.
2. The
appointment of members of the board of management, the proportion of such members
which each party may appoint, the total number of such members and appointment
of the board chairman, the general director and deputy general directors shall
be determined in accordance with article 12 of the foreign Investment Law. The
chairman of the board of management may concurrently hold the post of general
director of the joint venture enterprise.
3. The term
of office of the members of the board of management shall be agreed by the
joint venture parties but shall not exceed five years.
4. Where a
joint venture enterprise and a foreign party are parties to a new joint venture
enterprise, each of them shall appoint at least two members to the board of
management; where there are multiple parties to a new joint venture enterprise
consisting of an existing joint venture enterprise and a number of foreign
parties, the existing joint venture enterprise shall appoint at least two
members to the board of management.
Article 32
1. The board of management shall meet at least once a year.
Meetings of
the board of management shall be convened at the request of the board chairman
or two thirds of its members. The general directors or the deputy general
directors shall have the right to recommend that the board chairman convene a
meeting of the board of management.
2. Any
meeting of the board of management shall require the attendance of at least two
thirds of its members who represent the joint venture parties.
A member of
the board of management may appoint, by lawfully signed written instrument, a
proxy to attend meetings and vote on that member's behalf on the matters in
respect of which the proxy is authorized to vote.
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1. The board of management shall have the power to make
decisions on all matters relating to the joint venture enterprise. A unanimous
vote by the members of the board of management shall be required in relation to
any of the following important matters:
- The long
term and annual production and business plans of the joint venture enterprise,
its budget, and decisions to make borrowings.
- Any
amendment of, and addition to the charter of the joint venture enterprise.
-
Appointment, and dismissal of the chairman of the board of management, the
general director, the first deputy general director and the chief accountant.
2. Other decisions
made by the board of management shall be valid only if they have been approved
by a majority of two thirds of the board members present.
3. In the
event that the matters referred to in paragraph 1 of this article are not
resolved by a unanimous vote of the board members, and the operation of the
enterprise is adversely affected, the board of management may choose one of the
following options:
- To submit
the matters to a conciliatory council. The conciliatory council shall be
established on the basis of agreement between the joint venture parties and
shall be composed of equal numbers of members representing each party and a
representative of the State Committee for Co-operation and Investment who shall
act as the chairman of the conciliatory council. Any decision of the
conciliatory council shall be adopted by majority vote and shall be the final
decision binding on the joint venture parties.
- To propose
that the State Committee for Co-operation and Investment be reconciliatory; in
such a case, any decision made by the State Committee for Co-operation and
Investment shall be final.
- To dissolve
the joint venture enterprise.
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The general director and deputy general directors of the
joint venture enterprise shall be responsible for the management and conduct of
the day to day business of the joint venture enterprise. Where the joint
venture enterprise has more than one deputy general director, the board of
management shall appoint one of them as the first deputy general director. The
general director or the first deputy general director shall be a Vietnamese
citizen residing in Vietnam and working for the Vietnamese joint vent ure
party. Where a joint venture enterprise has only one deputy general director,
the deputy general director shall have the functions of a first deputy general
director.
The board of
management shall determine the respective responsibilities and powers of the
general director and the first deputy director. The general director and the
first deputy general director shall be responsible to the board of management
for the operation of the joint venture enterprise. In the event that there is a
difference of opinion between the general director and the first deputy general
director in relation to management, the opinion of the general director shall
be complied with, however , the opinion of the first deputy general director
shall be reserved and submitted to the board of management, and decided upon at
the next meeting, or the first deputy general director shall propose that the
chairman of the board of management convene a special meeting.
Article 35
1. The duration of a joint venture enterprise shall be
agreed upon by the joint venture parties in the joint venture contract in
accordance with article 15 of the foreign Investment Law and shall be approved
by the State Committee of Co-operation and Investment.
2. The
duration of a joint venture enterprise shall commence from the date on which an
investment license is issued.
Article 36
If the joint venture parties agree to extend the duration
stated in the investment license, they shall, at least six months prior to the
expire of the duration, file an application to this effect with the State
Committee for Co-operation and Investment fo r consideration and approval.
The State Committee
for Co-operation and Investment shall, within thirty (30) days from the date of
receipt of the application, notify the joint venture parties of its decision.
In the event that the application is approved, the joint venture parties may
continue in operation without the need to proceed with re-registration.
Article 37
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1. The occurrence
of any event of force majeure which results in the performance of the
contract becoming impossible.
2. The
failure of one or more joint venture parties to discharge its or their
obligations under the contract, thereby depriving the joint venture enterprise
of the ability to continue in operation.
3. Where the
losses of the joint venture enterprise are such that it is no longer able to
pursue its activities.
4. Other
circumstances as provided for in the joint venture contract.
In the event
that the joint venture enterprise is dissolved due to the default of one or
more of the parties, the defaulting party or parties shall, in accordance with
any terms stated in the contract and which are not contrary to the law of the
Socialist Republic of Vietnam, indemnify the other party or parties for all
losses suffered.
Article 38
Any decision to dissolve a joint venture enterprise prior
to the expire of its duration shall be made by the board of management and
submitted to the State Committee for Co-operation and Investment for its
approval.
The State
Committee for Co-operation and Investment has the power to dissolve a joint
venture enterprise prior to the expire of its duration where the activities of
the joint venture enterprise breach the law or deviate from the objectives and
responsibilities stated in its charter and investment license.
Article 39
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2. The board
of management shall, at least six months prior to the expire of the joint
venture enterprise or no later than one month after the decision to dissolve
the joint venture enterprise prior to its expire, as the case may be, form, and
determine the duties and powers of, a liquidation committee of at least three
members. Members of the liquidation committee may be selected from the
personnel of the joint venture enterprise or from outside experts.
3. All
expenses incurred in the process of liquidation shall be met by the joint
venture enterprise, and payment of these expenses shall take priority over
payment of all other liabilities of the joint venture enterprise.
4. All other
liabilities of the joint venture enterprise shall be paid in accordance with
the following order of priorities:
- Salaries
and insurance premiums due by the joint venture enterprise to or in respect of
its employees;
- Taxes and
imposts in the nature of tax which the joint venture enterprise is liable to
pay to the State of Vietnam;
- Loans
(including interest);
- Other
liabilities of the joint venture enterprise.
Article 40
If a liquidation committee is not established within the
time period stipulated in article 39 of this Decree, the State Committee for
Co-operation and Investment will decide on the establishment of a liquidation
committee to carry out the liquidation of t he joint venture enterprise. Where
necessary, the State Committee for Co-operation and Investment may require an
audit company to assist a liquidation committee. All expenses incurred in the
process of liquidation shall be met by the joint venture enterprise.
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The liquidation committee of a joint venture enterprise
shall notify the State Committee for Co-operation and Investment of the date on
which it is established and commences work. The liquidation committee shall be
responsible before the law courts and s tate bodies in all matters concerning
the liquidation.
The
liquidation committee shall, no later than two months after the conclusion of
its work, return the original investment license and seal and prepare and
submit a liquidation report to the State Committee for Co-operation and
Investment.
Article 42
The State Committee for Co-operation and Investment shall,
upon the expire of the duration of the liquidation period stipulated in article
39 of this Decree, terminate the work of the liquidation committee, even if
there are disputes between the joint venture parties in relation to the
liquidation. Such disputes shall be settled in accordance with the provisions
of article 100 of this Decree.
The State
Committee for Co-operation and Investment shall issue a decision to withdraw
the investment license and shall notify its decision to the authorities
concerned.
Chapter IV
ENTERPRISES WITH ONE
HUNDRED (100) PER CENT FOREIGN OWNED CAPITAL
Article 43
An enterprise with one hundred (100) per cent foreign owned
capital is one which is established and owned by a foreign organization or
individual in Vietnam, and which is fully responsible for its own management
and business results.
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An enterprise with one hundred (100) per cent foreign owned
capital shall be established as a limited liability company and shall be a
Vietnamese legal entity.
An enterprise
with one hundred (100) per cent foreign owned capital shall be established
after the State Committee for Co-operation and Investment issues an investment
license and certificate of registration of the charter of the enterprise.
Article 45
The duration of an enterprise with one hundred (100) per
cent foreign owned capital shall be determined in the same manner as that
provided for a joint venture enterprise in article 35 of this Decree.
Article 46
An application for an investment license shall be signed by
a fully authorized representative of the enterprise and shall be submitted to
the State Committee for Co-operation and Investment with the following
documents:
1. The
charter of the enterprise.
2. All
necessary information relating to the legal capacity and the financial standing
of the foreign investor.
3. A
feasibility study.
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The State Committee for Co-operation and Investment shall
determine those projects which are of economic importance and shall provide
guidance for the foreign investor to state in the application for investment
that it will consent to a Vietnamese enterprise, on the basis of agreement,
purchasing a share of the capital of the enterprise so as to have the result of
converting it into a joint venture enterprise. The principles, the proportion
and the timing of any assignment shall be stated clearly in the application for
investment.
The
prescribed capital shall constitute at least thirty (30) per cent of the
invested capital of the enterprise. In special cases, the proportion of the
prescribed capital to the invested capital may be less than thirty (30) per
cent, provided that it is approved by the State Committee for Co-operation and
Investment.
A one hundred
(100) per cent foreign owned enterprise shall be prohibited from reducing its
prescribed capital during its period of operation. Any increase in the
prescribed capital or the invested capital shall be decided by the enterprise
and shall be subject to the approval of the State Committee for Co-operation
and Investment.
Article 48
The charter of an enterprise with one hundred (100) per
cent foreign owned capital shall include the following principal matters:
1. The
nationality, address, and authorized representative of the foreign investor.
2. The name
of the enterprise, its address and its activities.
3. The
invested capital, the prescribed capital, the timetable for capital contribution
and any construction project.
4. The
representatives of the enterprise before the law courts, arbitration and State
bodies of Vietnam.
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6. The
duration of the enterprise, termination and dissolution.
7. Labour
relations in the enterprise.
8. Training
plans for executives, technical and business persons and employees.
9. The procedure
for amending the charter of the enterprise.
Article 49
The issue of an investment license to an enterprise with
one hundred (100) per cent foreign owned capital shall take place in accordance
with the same procedure as that provided for a joint venture enterprise in
article 23 of Chapter III of this Decree.
An enterprise
with one hundred (100) per cent foreign owned capital shall, within thirty (30)
days from the date of issue of its investment license, cause to be published in
a central or local newspaper the contents of the investment license including
the following:
- The name
and address of the foreign investors;
- The name,
address and business activities of the enterprise;
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- The
representative of the enterprise before the law courts, arbitration and State
bodies of Vietnam;
- The
duration of the operation of the enterprise and the date of issue of its
investment license.
Article 50
Each amendment to the charter of an enterprise with one
hundred (100) per cent foreign owned capital shall not take effect until it is
approved by the State Committee for Co-operation and Investment.
Article 51
A non-resident owner of an enterprise shall appoint, in
writing, a duly authorized representative who shall reside in Vietnam, and who
shall register with the State Committee for Co-operation and Investment.
Article 52
In the event that the activities of the enterprise breach
the law or deviate from the objectives and responsibilities as stated in the
charter of the enterprise and investment license, the State Committee for
Co-operation and Investment shall have the power to issue a decision which
either temporarily suspends its operation or which dissolves it prior to the
expire of the duration of its operation.
Article 53
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2. All expenses
incurred in the process of liquidation of an enterprise shall be met by the
enterprise, and payment of these expenses shall take priority over the payment
of all other liabilities.
3. All other
liabilities shall be paid in accordance with the following order of priority:
- Salaries
and labour insurance premiums due by the enterprise to, or in respect of,
employees;
- Taxes and
imposts in the nature of tax which the enterprise is liable to pay to the State
of Vietnam;
- Loans
(including interest);
- Other
liabilities.
4. The
enterprise has the responsibility, no later than two months after the
conclusion of the liquidation, to return the original investment license and
seal, and submit a liquidation report to the State Committee for Co-operation
and Investment.
Chapter V
EXPORT PROCESSING ZONES,
EXPORT PROCESSING ENTERPRISES, AND BUILD-OPERATE-TRANSFER CONTRACTS
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Regulations on Export Processing Zones and Export
Processing Enterprises referred to in the Law on the Amendment of and Addition
to a Number of Articles in the Law on foreign Investment in Vietnam dated 23
December 1992 shall be provided for in separate legislation promulgated by the
Government.
The
Government of Vietnam encourages the establishment of joint venture enterprises
between one or more Vietnamese parties and one or more foreign parties for the
purpose of constructing and operating the infrastructure of Export Processing
Zones.
Article 55
A Build-Operate-Transfer contract means a document signed
by investors and an authorized State body for the construction in Vietnam of
infrastructure project such as bridges, roads, airports, sea ports, power
stations.
A
Build-Operate-Transfer contract may be performed with one hundred (100) per
cent foreign owned capital or with foreign owned capital and the capital of the
Government of Vietnam and/or Vietnamese organizations and individuals.
All investors
have the responsibility to organize the construction of the project and manage
it within a time period of sufficient length in order to recover their invested
capital plus a reasonable profit; after which they have an obligation to
transfer, without compensation, the project to the Government of Vietnam.
Article 56
Regulations on Build-Operate-Transfer contracts referred to
in the Law on the Amendment of and Addition to a Number of Articles of the Law
on foreign Investment in Vietnam dated 23 December 1992 shall be provided for
in separate legislation promulgated by the Government.
Article 57
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Chapter VI
TECHNOLOGY TRANSFER
Article 58
The Government of the Socialist Republic of Vietnam shall
protect the legal rights and interests of the parties transferring foreign
technology into Vietnam and shall create favorable conditions for such
transfer; and encourages and grants preferential treatment to the transfer of
advanced technology.
Article 59
The transfer of foreign technology into an investment
project in Vietnam shall be in the form of capital contribution or in return
for periodical payment under a contract for transfer of technology.
Article 60
The transfer of technology into an investment project in
Vietnam shall satisfy all the requirements stipulated in article 4 of the
Ordinance on Transfer of foreign Technology into Vietnam dated 5 December 1988.
Article 61
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The transfer
of technology into Vietnam in return for periodical payment on the basis of a
contract for transfer of technology shall take place in accordance with the
procedure provided for in the Ordinance on the Transfer of foreign Technology
into Vietnam.
Chapter VII
BUSINESS ORGANIZATION
Article 62
Contracting parties and enterprises with foreign owned
capital are fully entitled to determine their own business programs and plans.
Article 63
1. One or more import applications may be submitted for the
import of equipment, machinery, transport vehicles or raw and other materials
into Vietnam for the construction of the enterprise.
2. The
procedure for the import of equipment, machinery, spare parts, transport
vehicles, raw and other materials, and fuel, into Vietnam, which items amongst
others, are required for business purposes may be carried out once each year
based on the proposals of the contracting parties and of the enterprise with
foreign owned capital.
3. Where
necessary, additions to, or adjustments of the list of imports may be approved.
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5. The
Ministry of Commerce shall issue import licenses on the basis of the investment
or business license issued by the State Committee for Co-operation and
Investment, and in accordance with the provisions contained in paragraphs 1, 2,
3 and 4 of t his article.
Article 64
The contracting parties and enterprises with foreign owned
capital shall have the right to export directly their own products, or they may
export through their agents.
In relation
to the products which are permitted to be sold in the Vietnamese market, the
contracting parties and enterprises with foreign owned capital may conduct
sales directly, or through their agents.
Chapter VIII
LABOUR RELATIONS
Article 65
Labour relations in an enterprise with foreign owned
capital shall be regulated by the Ordinance on Labour Contracts dated 10
September 1990 and the Regulations on Labour in Enterprises with foreign owned
capital issued with and attached to Decree No. 233 -HDBT dated 22 June 1990 of
the Council of Ministers (now called the Government).
Chapter IX
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Article 66
An enterprise with foreign owned capital and the foreign
parties to business co-operation contracts shall be liable to pay profits tax
at the rate of twenty-five (25) per cent of the profits earned, except in cases
which are within the incentive category where foreign investment is encouraged
as provided for in article 67 of this Decree.
In relation
to the exploitation of oil and gas and a number of other rare and precious
natural resources the profits tax rate applicable shall be determined on a case
by case basis, taking into account the nature and activities of the project,
but shall b e no less than twenty-five (25) per cent of the profits earned.
Article 67
The profits tax rates applicable to the incentive category
shall be as follows:
1. A rate of
twenty (20) per cent shall apply to investment projects which satisfy two of
the following criteria:
- Five
hundred (500) or more people are employed;
- Advanced
technology is introduced;
- At least
eighty (80) per cent of products are exported;
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2. A rate of
fifteen (15) per cent shall apply to the following investment projects:
- Infrastructure
construction projects;
-
Exploitation of natural resources (except oil, gas, and a number of rare and
precious resources);
- Heavy
industries such as metallurgy, basic chemicals, machinery manufacturing and
cement;
- Cultivation
of perennial industrial crops;
- Investment
projects which are located in mountainous regions, and other regions where
natural, economic, and social conditions are unfavorable (including hotel
projects but excluding projects for the exploitation of rare and precious minerals);
and
- Projects
where all assets are assigned to Vietnam after the expiration of duration of
operation without payment of any compensation (including hotel projects).
3. A ten (10)
per cent rate shall apply to enterprises with foreign owned capital involved
in:
-
Infrastructure construction projects which are located in mountainous regions,
and other regions where natural, economic, and social conditions are
unfavorable;
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- Projects of
special significance.
Article 68
The tax rates provided for in article 67 of this Decree
shall not apply to hotel projects (except in cases where the investment is
located in mountainous regions, and other regions where natural, economic, and
social conditions are unfavorable, or in case s where all assets shall be
assigned to Vietnam after the expiration of the duration of operations without
any compensation), and projects in the fields of banking, finance and insurance
and accounting, auditing and commercial services.
Article 69
Exemptions from and reductions of profits tax shall be
granted to enterprises with foreign owned capital as follows:
1. In respect
of the projects stated in article 66 of this Decree, an enterprise may be
exempted from payment of profits tax for one year as from the time it starts to
make profit and may be granted a fifty (50) per cent reduction of profits tax
for a maximum period of the two subsequent years.
2. In respect
of the projects stated in paragraph 1 of article 67, an enterprise may be
exempted from payment of profits tax for two years commencing from the first
profit-making year and may be granted a fifty (50) per cent reduction of
profits tax for a maximum period of the three subsequent years.
3. In respect
of the projects stated in paragraph 2 of article 67, an enterprise shall be
exempted from payment of profits tax for two years commencing from the first
profit-making year and shall be granted a fifty (50) per cent reduction of
profits tax for the four successive years.
4. In respect
of the projects stated to in paragraph 3 of article 67, an enterprise shall be
exempted from payment of profits tax for four years commencing from the first
profit-making year and shall be granted a fifty (50) per cent reduction of
profits tax for the four successive years.
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Article 70
A foreign economic organization or individual shall, on the
transfer of profits abroad, pay a withholding tax at the following rates:
1. for a
foreign economic organization or individual which has contributed no less than
ten (10) million US dollars to the prescribed capital or capital of a business
co-operation: five per cent of total profits transferred.
2. for a
foreign economic organization or individual which has contributed no less than
five million US dollars to the prescribed capital or capital of a business
co-operation: seven per cent of total profits transferred.
3. for all
other cases not described in clauses 1 and 2 of this article: ten (10) per cent
of total profits transferred.
Article 71
The State Committee for Co-operation and Investment shall,
after receipt of recommendations, in writing, of the Ministry of finance,
decide on a case by case basis the specific tax rates to be applied, the time
period during which the tax rates apply and the circumstances where exemptions
from and reductions of tax are allowed in accordance with the provisions of
articles 66, 67, 69 and 70 of this Decree.
Where an
enterprise with foreign owned capital or a foreign party to a contractual
business co-operation, during the period of implementation of the project,
ceases to satisfy the conditions for encouragement of the investment, the State
Committee for Co- operation and Investment shall adjust the tax rates and
permission for exemptions from and reductions of tax stipulated in the license.
Article 72
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Article 73
The tax year applicable to an enterprise with foreign owned
capital and to contracting parties shall commence on the first day of January
and end on the thirty first day of December of each year.
Enterprises
with foreign owned capital or contracting parties may, however, apply to the
Ministry of finance for permission to adopt an alternative twelve (12) month
period for accounting and tax payment purposes.
Article 74
The taxable profits of an enterprise with foreign owned
capital shall be the difference between its revenue and expenditure plus other
additional profit of the enterprise, in the tax year. The taxable profits of an
enterprise shall include both those of its headquarters and any branch
establishments.
(a) Revenue
shall include revenue from sales of products, or provision of services and
other revenue of the enterprise.
(b)
Expenditure shall include:
- Costs of raw
and other materials and fuel required for the manufacture of principal products
and by-products or for the provision of services;
- Wages,
salaries and allowances paid to employees;
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- Costs of
acquisition of or fees paid for the right to use technical documents, patents,
or technology and costs of technical services;
- Enterprise
management expenses;
- Taxes paid
and imposts in the nature of taxation;
- Interest
payments on loans;
- Costs and
expenses directly connected with the marketing of products or the provision of
services;
- Payments to
the social insurance fund;
- Costs of
insurance of the assets of the enterprise;
- Any losses
brought forward from previous years;
- Other expenditure
not exceeding five per cent of the total amount of expenditure.
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Article 75
The method, by which profits earned from business
co-operation contracts shall be calculated, shall be determined by the State
Committee for Co-operation and Investment, taking into account the type of
co-operation and the proposals of the contracting par ties.
In the case
of production sharing contracts, all benefits enjoyed by the Vietnamese party,
such as the right to use land, water surface, sea surface, and any royalty
received, shall be aggregated with its share of the production for the purposes
of calculation of profits tax to be paid.
Article 76
An enterprise with foreign owned capital and contracting
parties shall be entitled to exemption from import duties in the following
cases:
1. Where the
imported equipment, machinery, spare parts, production and business facilities,
(including transport vehicles), and other materials are utilized in capital
construction to establish the enterprise, or are part of the fixed assets of
contractual business co-operation.
2. Where the
imported raw materials, components, spare parts and materials are utilized in
the production of goods for export, import duties shall be temporarily levied
on the imported goods and shall be refunded in proportion to the export of
finish ed goods when the finished goods are exported.
3. Patents,
technical know-how, technology processes and technical services to be used by
the foreign party as a contribution to the prescribed capital of an enterprise
with foreign owned capital or as initial capital in a contractual business
co-operation, shall be exempt from any tax applicable to transfers of technology.
4. All the
imported goods referred to in clauses 1 and 2 of this article shall, if sold or
otherwise disposed of in Vietnam, be subject to the approval of the Ministry of
Commerce, and the payment of import duties, turnover tax or special sales tax i
n accordance with the provisions of the law of Vietnam.
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An enterprise with foreign owned capital or the foreign
party to a contractual business co-operation shall pay other taxes in
accordance with the law of Vietnam.
Article 78
Foreign and Vietnamese individuals who are employed by
enterprises with foreign owned capital or in relation to a business
co-operation contract shall pay personal income tax in accordance with the
Ordinance on Income Tax of High Income Earners dated 27 December 1990.
Article 79
Enterprises with foreign owned capital and contracting
parties shall pay royalties and rents for land, water surface, and sea surface
in the event that such royalties and rents are not part of the capital
contribution of the Vietnamese party as provided f or in article 7 of the
foreign Investment Law.
Rents for
land, water surface or sea surface shall be stipulated by the Ministry of
finance.
Chapter X
FOREIGN EXCHANGE
CONTROL
Article 80
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In special
cases, where a lender insists that a borrower opens a loan account with a bank
abroad, the enterprise shall open a loan account with a bank abroad, provided
that the approval of the State Bank of Vietnam is obtained.
Article 81
An enterprise with foreign owned capital and foreign
parties to a contractual business co-operation shall comply fully with the
regulations on foreign exchange control of the Socialist Republic of Vietnam.
Article 82
An enterprise shall, except in particular cases, such as
production of import substitutes and construction of infrastructure projects,
ensure that foreign currency receipts from exports and other legal sources at
least be sufficient to meet all its foreign currency expenditure, including
transfer of profits of the investors abroad.
In the
particular cases referred to in this article, where there is an imbalance
between the foreign currency receipts and expenditure the State Committee for
Co-operation and Investment, shall, taking into account proposals of the State
Bank, the Ministry of Commerce and the enterprise, review the matter and make a
decision based on any of the following methods:
(a)
Conversion of Vietnamese currency into a foreign currency.
(b) Payment
in kind to equivalent value.
Article 83
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- The profits
earned from business operations;
- Any revenue
accruing to them in respect of provision of services and transfer of
technology;
- The
principal amount of foreign loans made during the period of operation together
with interest thereon;
- Invested
capital;
- Any other
sums of money and assets legally owned by them.
The transfer
of money obtained from the depreciation of fixed assets which form part of the
invested capital shall only be carried out once the prescribed capital has been
contributed in full. The amount of money withdrawn and deducted shall be in
proportion to the depreciation fund established in accordance with the rates of
depreciation of fixed assets as determined by the Ministry of finance.
All of the
transfers of money referred to in this article may be made only after payment
in full of all applicable taxes, provided that the remaining capital of the
enterprise must be no less than the prescribed capital stipulated in the
investment license.
2. At the
time of termination and dissolution of an enterprise, foreign economic
organizations and individuals shall, following payment of all their
liabilities, have the right to transfer abroad their capital contributions to,
and any capital reinvested in, the enterprise.
3. In cases
where the amount proposed to be transferred abroad under clause 2 of this
article is greater than the initial amount of capital contributed and
reinvested, then the excess amount can only be transferred abroad if the
approval of the State Committee for Co-operation and Investment is obtained.
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All foreigners who are working under a business
co-operation contract or who are employed by enterprises with foreign owned
capital shall be permitted to transfer abroad, in foreign currency, their
salaries and other legal income after deductions for income tax and other
expenses have been made.
Article 85
The conversion of foreign currency into Vietnamese currency
and vice versa for the purposes of investment, transfers of money and capital,
and production and business operations of the enterprise shall be effected at
the official exchange rate announced b y the State Bank of Vietnam at the time
of the conversion and shall take place in accordance with the foreign exchange
control regulations of the Government of the Socialist Republic of Vietnam.
Chapter XI
STANDARDS FOR
ACCOUNTING AND STATISTICS
Article 86
1. The State of the Socialist Republic of Vietnam
encourages enterprises with foreign owned capital to adopt the accounting and
statistics standards provided for in the Ordinance on Accounting and Statistics
dated 10 May 1988.
2.
Enterprises with foreign owned capital may, subject to the control of Vietnam's
financial and statistics bodies be permitted to adopt accounting and statistic
standards which accord with those international principles and standards which
are widely accepted and are recognized by the Ministry of finance and the
General Department of Statistics of the Socialist Republic of Vietnam.
3. The
foreign party to a business co-operation contract shall keep accounting records
appropriate for the type of business co-operation concerned.
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1. The standard unit of measure used for the purposes of
accounting and statistics shall be the official measures of Vietnam. All other
units of measure must be converted into those official Vietnamese measures.
2. The
monetary unit to be used in bookkeeping shall be the Vietnamese Dong. A foreign
currency may, however, also be used for this purpose, provided that it is
proposed by the enterprise, and approved by the Ministry of finance.
3. The books
of accounts and statistics shall be kept in the Vietnamese language or in
Vietnamese and a widely used foreign language which is stated in the charter of
the enterprise and approved by the financial and statistics bodies of Vietnam.
Article 88
The financial year shall be in conformity with the tax year
as prescribed in article 73 of this Decree.
Article 89
The statement of accounts of each enterprise with foreign
owned capital and of the contracting parties shall, within three months of the
close of its financial year, be submitted to the State Committee for
Co-operation and Investment and the tax office of the Ministry of finance.
The statement
of accounts shall be verified by an audit company before their submission. The
audit company shall be legally responsible for the accuracy and objectiveness
of the audit results.
Article 90
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1. The status
of the carrying out of the accounting work at the enterprise.
2. The
accuracy of the accounting figures and statements of accounts.
3. The
compliance with accounting standards and regulations.
4.
Recommendations.
Chapter XII
CUSTOMS, IMMIGRATION,
RESIDENCE AND COMMUNICATIONS
Article 91
Personal effects imported into Vietnam by the foreign
parties of enterprises with foreign owned capital, by foreign contracting
parties, or by foreigners working in investment projects, shall be given
preferential treatment in accordance with the regulations in force at the time.
Article 92
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Article 93
foreigners entering Vietnam, for the purposes of
investigating and preparing for investment, may be granted multi-entry visas
for a period not exceeding three months. Such visas may be extended for further
periods of three months each.
Article 94
Foreigners participating in the implementation of
investment projects (including their domestic staff) shall be granted multiple
entry visas for a period which shall not exceed one year but which may be
extended for further one year periods for the duration of the contract with due
consideration for the length of time required for the process of dissolution of
the enterprise or termination of the contract.
Article 95
1. Entry visas shall be issued by diplomatic missions or
consular offices of the Socialist Republic of Vietnam in foreign countries, no
later than five days following the completion, by interested persons, of the
formalities required for visa applications.
2. Where a
foreign applicant is a citizen of a country with which the Government of the Socialist
Republic of Vietnam has entered into a treaty providing for exemption from the
requirements for exit and entry visas, that arrangement shall apply.
3. In urgent
cases, where immediate assistance is required in unforeseen circumstances, a
foreigner may be issued with an entry visa at the port of entry in accordance
with the regulations in force.
Article 96
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Article 97
The provisions relating to entrance, residence, and travel
referred to in the above articles shall, during a foreigner's residence in
Vietnam, be applicable to his or her spouse, children and other members of the
family, (including domestic staff) referred to in article 94 of this Decree,
who live together with the foreigner.
Article 98
Following completion of all formalities required by the
relevant postal administration authorities, a foreigner working in an
enterprise with foreign owned capital shall be entitled to:
- The use of
available postal and telecommunication facilities of Vietnam; and
- Set up his
own communication system for the internal operations of the enterprise.
Chapter XIII
INVESTMENT GUARANTEE
MEASURES AND SETTLEMENT OF DISPUTES
Article 99
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In the event
that there is a change in the law of Vietnam which adversely affects the
interests of foreign economic organizations and individuals investing in
Vietnam which are stated in their investment or business licenses, the State
Committee for Co-operation and Investment shall, on the basis of mutual
agreement, take one of the following appropriate measures to protect the
interests of the investors:
1. Change the
stated objectives of the project.
2. Reduce or
grant exemption from payment of tax in accordance with the law. 3. Deem the
adverse effect on the investor to be a loss and set off the loss in accordance
with the provisions contained in paragraph 2 of article 27 of the foreign
Investment Law.
4. Permit the
operations to continue in accordance with the provisions stated in the
investment license issued, where such continued operation of the project is
deemed to have no significant impact on the national interests.
Article 100
Disputes between parties to joint venture enterprises and
business co-operation contracts shall be resolved primarily through
conciliation and negotiations between the parties.
If the
parties to a dispute fail to reach a resolution through conciliation, they
shall, on the basis of mutual agreement, select either of the following
arbitration alternatives:
- A
Vietnamese arbitration body, or an arbitration body of a third country, or an
international arbitration body; or
- An
arbitration council established pursuant to an agreement between the parties to
the dispute.
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Disputes between enterprises with foreign owned capital,
or foreign parties to business co-operation contracts and Vietnamese economic
organizations, shall be resolved in accordance with the law of Vietnam and by
Vietnamese bodies.
Article 102
Disputes between enterprises with foreign owned capital,
foreign parties to business co-operation contracts and State bodies of Vietnam
shall be resolved through conciliation. If a dispute is not resolved through
conciliation, the parties shall refer the dispute to a competent State body.
Chapter XIV
FINAL PROVISIONS
Article 103
This Decree shall replace Decree No. 28-HDBT of the
Council of Ministers dated 6 February 1991 and shall be of full force and
effect as of the date of its signing.
Article 104
The Minister-Chairman of the State Committee for
Co-operation and Investment, the Minister-Chairman of the State Planning
Committee, the Ministers of the Ministries of Commerce, foreign Affairs,
finance, Labour War Invalids and Social Affairs, Science Technology and Environment,
Construction, Transport and Communications, the Interior, the Governor of the
State Bank, the General Directors of the General Department of Land and farm
Management, and of the General Department of Customs and the General Department
of Statistics shall be responsible, each within his own function and power, for
the issue of circulars which make provisions for the implementation of this
Decree, and for amending and supplementing documents previously enacted in
order that they con form with this Decree, no later than forty-five (45) days
from the date on which this Decree takes effect.
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Ministers, heads of Departments at ministerial level,
heads of Departments under the Government, and chairmen of people's committees
of the provinces and cities under central authority shall be responsible for
the implementation of this Decree.
FOR
THE GOVERNMENT PRIME MINISTER
Vo Van Kiet