DRAFT 9
LAW ON INVESTMENT
SEPTEMBER 2014
TABLE OF CONTENTS
CHAPTER I...................................................................................................................................................... 1
General Provisions ........................................................................................................................................ 1
Article 1 Governing scope ............................................................................................................................... 1
Article 2 Applicable entities ............................................................................................................................. 1
Article 3 Interpretation of terms....................................................................................................................... 1
Article 4 Industries and trades in which business investment is prohibited ............................................. 3
Article 5 Industries and trades in which business investment is conditional............................................ 3
Article 6 Publication of list of industries and trade in which business investment is conditional........... 4
CHAPTER II..................................................................................................................................................... 4
Investment Guarantees ................................................................................................................................. 4
Article 7 Guarantees relating to assets.......................................................................................................... 5
Article 8 Guarantees relating to investment activities ................................................................................. 5
Article 9 Guarantee relating to remittance of assets of foreign investors................................................. 5
Article 10 Guarantees of the Government....................................................................................................... 6
Article 11 Investment guarantees in event of changes in law or policies ................................................... 6
Article 12 Agreement on application of law and resolution of disputes in relation to investment
activities .............................................................................................................................................. 6
CHAPTER III.................................................................................................................................................... 7
Investment Incentives and Support ............................................................................................................. 7
Article 13 Preferential investment industries, trades and geographical areas........................................... 7
Article 14 Forms and condition for application of investment incentives .................................................... 8
Article 15 Expansion of investment incentives ............................................................................................... 9
Article 16 Procedures for application of investment incentives.................................................................... 9
SECTION 2.................................................................................................................................................. 9
Investment Support................................................................................................................................... 9
Article 17 Forms and entities entitled to investment support........................................................................ 9
Article 18 Support for development of infrastructure systems for industrial zones, high-tech zones and
economic zones............................................................................................................................... 10
Article 19 Development of residential housing, service facilities and public utilities for employees in
industrial zones, high-tech zones and economic zones ............................................................ 10
CHAPTER IV ................................................................................................................................................. 10
Investment Activities in Vietnam ............................................................................................................... 10
SECTION 1................................................................................................................................................ 11
Investment Procedures........................................................................................................................... 11
Article 20 Procedures for establishment of economic organization and implementation of investment
activities of domestic investors...................................................................................................... 11
Article 21 Conditions and procedures for establishment of economic organization and implementation
of investment activities of foreign investors................................................................................. 11
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Article 22 Conditions and procedures for implementation of investment activities of economic
organizations with foreign owned capital ..................................................................................... 11
Article 23 IRC issuing bodies .......................................................................................................................... 12
Article 24 Procedures for issuance of IRC .................................................................................................... 12
Article 25 Content of IRC ................................................................................................................................. 12
Article 26 Amendment of IRC.......................................................................................................................... 13
Article 27 Revocation of IRC ........................................................................................................................... 13
Article 28 Investment by way of making capital contribution or purchasing portion of capital
contribution or shares by economic organizations ..................................................................... 14
Article 29 Investment in the form of PPP contract ....................................................................................... 15
Article 30 Investment in the form of business co-operation contract ["BCC"] .......................................... 15
Article 31 Contents of BCC.............................................................................................................................. 15
Article 32 Establishment and termination of operation of operating office of foreign investor to BCC. 16
SECTION 2................................................................................................................................................ 17
Approval of Investment Policies............................................................................................................ 17
Article 33 Authority to approve investment policy ........................................................................................ 17
Article 34 Content of approval of investment policy..................................................................................... 17
Article 35 Projects subject to the authority of the National Assembly to approve investment policies 18
Article 36 Sequence for approval of investment policy by the National Assembly.................................. 18
Article 37 Verification of projects subject to the authority of the National Assembly to approve
investment policy ............................................................................................................................. 18
Article 38 Projects subject to the authority of the Prime Minister of the Government to approve
investment policy ............................................................................................................................. 19
Article 39 Sequence and procedures for approval of investment policy by the Prime Minister of the
Government ..................................................................................................................................... 20
Article 40 Sequence for approval of investment policy by provincial people's committees ................... 21
Article 41 Amendment to approval of investment policy ............................................................................. 22
SECTION 3................................................................................................................................................ 22
Implementation of Investment Projects and Business Organization ................................................ 22
Article 42 General provisions on implementation of investment project ................................................... 22
Article 43 Operational duration of investment projects................................................................................ 23
Article 44 Inspection of machinery, equipment and technological line ..................................................... 23
Article 45 Sale of goods in Vietnamese market............................................................................................ 23
Article 46 Hire of management organizations............................................................................................... 23
Article 47 Assignment of investment projects ............................................................................................... 24
Article 48 Postponement of investment schedule ........................................................................................ 24
Article 49 Temporary suspension or suspension of operation of investment project ............................. 25
Article 50 Termination of operation of investment project........................................................................... 25
CHAPTER V .................................................................................................................................................. 26
Offshore Investment Activities................................................................................................................... 26
SECTION 1................................................................................................................................................ 26
General Provisions on Offshore Investment Activities ....................................................................... 26
Article 51 Principles for implementation of offshore investment activities ................................................ 26
Article 52 Forms of offshore investment [shall comprise] ........................................................................... 27
Article 53 27
Capital sources for offshore investment ......................................................................................................... 27
SECTION 2................................................................................................................................................ 27
Procedures for Offshore Investment..................................................................................................... 27
Article 54 Authority to make decision on offshore investment.................................................................... 27
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Article 55 Content of offshore IRC.................................................................................................................. 27
Article 56 Procedures for issuance of IRC .................................................................................................... 28
SECTION 3................................................................................................................................................ 28
Approval of Offshore Investment Policies............................................................................................ 28
Article 57 Authority to approve offshore investment policy......................................................................... 28
Article 58 Sequence and procedures for approval of investment policy................................................... 29
SECTION 4................................................................................................................................................ 29
Implementation of Offshore Investment Activities .............................................................................. 29
Article 59 Opening of capital account for offshore investment................................................................... 30
Article 60 Remittance of investment capital oversees................................................................................. 30
Article 61 Repatriation of profit........................................................................................................................ 30
Article 62 Use of profit for offshore investment ............................................................................................ 30
Article 63 Adjustment to offshore investment activities ............................................................................... 31
Article 64 Implementation of the regime of offshore investment reporting ............................................... 31
Article 65 Termination of validity of IRCs ...................................................................................................... 32
Article 66 Responsibility for administration of offshore investment activities........................................... 32
CHAPTER VI ................................................................................................................................................. 33
State Administration of Investment ........................................................................................................... 33
Article 67 Contents of State administration of investment .......................................................................... 33
Article 68 Responsibilities for State administration of investment ............................................................. 33
Article 69 Supervision and assessment of investment ................................................................................ 34
Article 70 Organization of supervision and evaluation of investment........................................................ 34
Article 71 Regime of investment reporting .................................................................................................... 35
Article 72 Mechanism of co-ordination of State administration of investment ......................................... 35
CHAPTER VII ................................................................................................................................................ 36
Implementing Provisions ............................................................................................................................ 36
Article 73 Transitional provision...................................................................................................................... 36
Article 74 Effectiveness.................................................................................................................................... 36
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NATIONAL ASSEMBLY
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No. -2014-QH13
DRAFT SEPTEMBER 2104
DRAFT 9
LAW
ON
INVESTMENT
Pursuant to the Constitution of the Socialist Republic of Vietnam;
The National Assembly hereby issues the Law on Investment.
CHAPTER I
General Provisions
Article 1
Governing scope
1.
This Law regulates business investment activities in Vietnam and offshore business investments
made from Vietnam.
2.
Where an international treaty of which Vietnam is a member contains provisions which conflict with
the provisions of this Law, such international treaty shall prevail.
Article 2
Applicable entities
Investors and organizations or individuals involved in business investment activities are subject to this Law.
Article 3
Interpretation of terms
In this Law, the following terms shall be construed as follows:
1.
Business investment means the use of capital by an investor to conduct business activities via
establishment of an economic organization; capital contribution, purchase of a portion of capital
contribution or shares of an economic organization, to conduct investment on the basis of a contract
or implement an investment project.
2.
Business means the continuous implementation of one, a number or all phases of the investment
process from production to sale of products or provision of services on the market in order to earn
profit.
3.
Investor means:
(a)
Enterprises in accordance with the Law on Enterprises;
(b)
Co-operatives and co-operative groups in accordance with the Law on Co-operatives;
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(c)
Enterprises which were established in accordance with the Law on Foreign Investment in
Vietnam and have not yet been re-registered;
(d)
Private business households, individuals;
(dd)
Foreign investors as stipulated in clause 4 of this article;
(e)
Other organizations as stipulated by the law.
4.
Foreign investor means any foreign individual or organization established in accordance with the
foreign law.
5.
Economic organization means an organization established and operating for business purposes,
including enterprises established in accordance with the Law on Enterprises, co-operatives and
unions of co-operatives prescribed in the Law on Co-operatives and other organizations prescribed
by law.
6.
Economic organization with foreign investment capital means an organization with a member or
shareholder being a foreign investor.
7.
Investment capital means Vietnamese Dong, freely convertible foreign currency and other assets in
order to conduct investment activities
8.
Investment project means a collection of proposals for the expenditure of medium and long-term
capital in order to carry out investment activities in a specific geographical area and for a specified
duration.
9.
New investment project means any project which is implemented for the first time or any project
which operates independently of a current project conducting production or business.
10.
Expanded investment project means any investment project for development of a current project
conducting production or business in order to expand the scale, to increase the capacity, to renew
technology, to reduce environmental pollution or improve the environment.
11.
Business co-operation contract (hereinafter referred to as BCC) means a signed contract between
investors in order to co-operate in business and to share profit or products without creating a legal
entity.
12.
Investment contracts in the form of a public private partnership (hereinafter referred to as PPP
contract) means any contract signed between the competent State body and an investor(s) in order
to implement an investment project.
13.
Competent State body means [any of the] ministries, branches and people's committees of provinces
and cities under central authority delegated with the duty to sign and perform a PPP contract with an
investor.
14.
Industrial zone means a zone which specializes in the production of industrial goods and the
provision of services for industrial production, and which has defined geographical boundaries.
15.
Export processing zone means an industrial zone which specializes in the production of export goods
and the provision of services for production of export goods and export activities.
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16.
Economic zone means a zone which has defined geographical boundaries comprising various
functional areas and which is established to implement the general objectives for investment
attraction, socio-economic development and guarantee of national defence and security.
17.
High-tech zone means a zone which concentrates on and unites activities of research, development
and application of high technology, creation of high technology and high-tech enterprises; training of
human resources in high technology; production and trading of high-tech products and provision of
high-tech services in accordance with the Law on High-tech.
Article 4
1.
2.
Industries and trades in which business investment is prohibited comprise:
(a)
Business in weapons for military use, technical facilities, military equipment, specialized
means for military use or use for public security; military equipment and uniforms for armed
forces; special components, parts, spare parts, supplies and facilities and specialized
technology for manufacture of the above items, unless under an order placed by the State;
(b)
Business in drugs prescribed in Appendix 1 to this Law except for use for analyses, testing,
scientific research, medical care or investigation of crimes in accordance with regulations of
the competent State body;
(c)
Business in chemicals of types included in Table 1 pursuant to the international conventions
prescribed in Appendix 2 to this Law;
(d)
Business in firecrackers of types, except for flare or stage fireworks in accordance with
regulations of the competent body;
(dd)
Business in prostitution;
(e)
Purchase or sale of humans or parts of the human body;
(g)
Business in specimens of wild fauna or flora included in the Schedule 1 of CITES Convention
and specimens of species of endangered and rare wild fauna or flora in Category 1 as
prescribed in Appendix 3 to this Law;
(h)
Activities relating to asexual reproduction;
(i)
Business in gene-modified fauna;
(k)
Business in publications violating national security or social ethics;
(l)
Business in fake goods or toxic goods causing damage to life or human health except for the
lines of goods included in the list of industries and trades in which business investment is
conditional.
Other industries and trades in which business investment is prohibited, not covered by clause 1 of
this article shall be subject to laws which shall be promulgated after this Law becomes effective.
Article 5
1.
Industries and trades in which business investment is prohibited
Industries and trades in which business investment is conditional
Criteria for determining industries and trades in which business investment is conditional:
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2.
(a)
at risk of causing damage to life or human health;
(b)
at risk of causing damage to social order or safety, social ethics;
(c)
at risk of infringing the lawful rights and interests of the community;
(d)
at risk of affecting national financial or monetary security;
(dd)
at risk of affecting the environment;
Business conditions shall be provided in the following forms:
(a)
Business licence;
(b)
Certificate of satisfaction of business conditions:
(c)
Practising certificate;
(d)
Professional indemnity insurance certificate;
(dd)
Charter capital certification;
(e)
Other approvals of the competent State body;
(g)
Other requirements which enterprises must perform or obtain to be entitled to conduct
business in an industry or trade without any certification or approval in any form of the
competent State body;
(h)
Conditions for approval for implementation of investment activities of foreign investors shall
include conditions in terms of the ratio of foreign ownership; scope of operation, investment
forms and other conditions as per international treaties of which Vietnam is a member.
3.
Industries and trades in which business investment is conditional shall only be prescribed in the laws,
ordinances, decrees of the Government and international treaties of which Vietnam is a member.
4.
Regulations in relation to the industries and trades in which business investment is conditional must
be specific, transparent and public, and shall not obstruct the right to conduct business freely.
Information in relation to the industries and trades in which business investment is conditional shall
be uploaded on the website on national registration of enterprises.
Article 6
Publication of list of industries and trade in which business investment is conditional
1.
Based on the provisions of article 5 of this Law and the international treaties of which Vietnam is a
member, the Government shall periodically publish a list of industries and trades in which business
investment is conditional after reporting [such list] to the Standing Committee of the National
Assembly.
2.
The Ministry of Planning and Investment shall assist the Government to implement the provisions of
clause 1 of this article.
CHAPTER II
Investment Guarantees
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Article 7
Guarantees relating to assets
1.
Assets of investors shall not be nationalized nor confiscated.
2.
Where the State acquires compulsorily or requisitions an asset of an investor for the purpose of
national defence and security, in the national interest, in emergency circumstances or for prevention
of or fighting a natural calamity, such investor shall be compensated or paid damages at market
prices. Payment or compensation and conditions for compulsory acquisition or requisition shall be
implemented in accordance with the law on compulsory acquisition and requisition of assets.
Article 8
Guarantees relating to investment activities
1.
The State shall guarantee non-discrimination between domestic investors, between domestic
investors and foreign investors, and between foreign investors during investment activities.
2.
The State shall not force investors:
3.
(a)
To give priority to the purchase or use of domestic goods or services; or to purchase
compulsorily goods from a domestic producer or services from a domestic service provider;
(b)
To export goods or services at a fixed percentage; to restrict the quantity, value or type of
goods or services which may be exported or of goods which may be produced domestically or
services which may be provided domestically;
(c)
To import goods at the same quantity and value as goods exported, or to compulsorily selfbalance foreign currency from sources obtained from exported goods in order to satisfy their
import requirements;
(d)
To achieve localization ratios in goods domestically produced;
(dd)
To achieve a stipulated level or value in their research and development activities in Vietnam;
(e)
To supply goods or provide services in a particular location, whether in Vietnam or overseas;
(g)
To establish the head office at a location upon request of the State body.
Investment projects for development of infrastructure in the investment programs of the Government
and other important projects as decided by the Prime Minister of the Government shall be
guaranteed to satisfy requirements for foreign currency.
Article 9
1.
Guarantee relating to remittance of assets of foreign investors
After a foreign investor has discharged fully its financial obligations to the State of Vietnam in
accordance with law, it shall be permitted to remit overseas the following assets:
(a)
Its profits derived from business activities;
(b)
Payments received from the provision of technology and services and from intellectual
property;
(c)
Principal of and any interest on foreign loans;
(d)
Invested capital and proceeds from liquidation of its investments;
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(dd)
2.
Other monies and assets lawfully owned by the investor.
A foreigner working in Vietnam shall be permitted to remit overseas his or her lawful income after
having discharged fully his or her financial obligations to the State of Vietnam.
Article 10
Guarantees of the Government
Based on the principles stipulated in this Law and relevant laws, the Prime Minister of the Government shall
make a decision on guarantees for important investment projects in relation to loans, supply of raw
materials, purchase of products, payment and guarantees for performance of other contractual obligations
for projects; or designate a competent State body to provide a guarantee.
Article 11
Investment guarantees in event of changes in law or policies
1.
Where a new legal instrument which is promulgated provides greater investment incentives or more
favourable investment conditions than those which the investor currently is enjoying or previously
was entitled, the investor shall be entitled to enjoy or to be entitled to the investment incentives or
investment conditions in accordance with the new legal instrument.
2.
Where a new legal instrument which is promulgated results in an increase of the obligations of the
investor to the State or causes actual loss and damage to the investor directly arising from the
compulsory change in investment incentives or investment conditions compared with those
applicable before the date of change of the legal instrument, the investor shall continue to be entitled
to the investment incentives or investment conditions in accordance with the regulations before the
date on which the new legal instrument becomes effective.
3.
Where the investor is not permitted to continue to be entitled to the investment incentives or
investment conditions as prescribed in clause 2 of this article, [the investor] shall be considered for
resolution by any one or a number of the following measures:
(a)
Deduct actual loss and damage suffered by the investor from taxable income;
(b)
Change the operational objectives of the investment project;
(c)
Consider assistance for actual loss and damage suffered by the investor.
4.
The investment guarantees prescribed in clauses 1, 2 and 3 of this article shall only be considered
and resolved upon request in writing of the investor in the period of three years from the effective
date of the new legal instrument.
5.
The provisions of clause 2 of this article shall not be applicable in the case of change in the
provisions of a legal instrument for the reason of national defence and security, social order and
safety, social morals, the health of the community or environmental protection.
Article 12
1.
Agreement on application of law and resolution of disputes in relation to investment activities
With respect to contracts of which a contracting party is a foreign investor, the parties may agree on
the application of foreign laws and international investment practice on the condition that such
agreement is not contrary to the law of Vietnam on selection of application of foreign laws.
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2.
Any dispute relating to investment activities in Vietnam shall be resolved through negotiation and
conciliation, or shall be referred to arbitration or a court.
3.
Any dispute between domestic investors or between a domestic investor and a State administrative
body relating to investment activities in the territory of Vietnam shall be resolved by a Vietnamese
court or arbitration body.
4.
Any dispute to which one party is a foreign investor or any dispute between foreign investors shall be
resolved by one of the following bodies and organizations:
5.
(a)
Vietnamese court;
(b)
Vietnamese arbitration body;
(c)
Foreign arbitration body;
(d)
International arbitration body;
(dd)
Arbitration tribunal established in accordance with the agreement of the disputing parties.
Any dispute between a foreign investor and a State administrative body of Vietnam relating to
investment activities in the territory of Vietnam shall be resolved by a Vietnamese court or arbitration
body, unless otherwise agreed under a contract between the competent State body and the foreign
investor or in accordance with international treaties of which Vietnam is a member.
CHAPTER III
Investment Incentives and Support
SECTION 1
Investment Incentives
Article 13
1.
Preferential investment industries, trades and geographical areas
Preferential investment industries and trades comprise:
(a)
High-tech activities;
(b)
Production of new materials, new energy or renewable energy; energy-saving industries;
(c)
Production of electronics, agricultural machinery, and products with an added value of 30% or
more; and shipbuilding;
(d)
Manufacturing of products of supporting industries the development of which is prioritized;
products of supporting industries for high technology and prioritized mechanical products.
(dd)
Breeding, growing and processing agricultural, forestry and aquaculture products;
management and protection of forest, salt production; fishing, creation of plant and animal
varieties and production of products of biological technology;
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2.
3.
(e)
Collection, reprocessing or reuse of refuse;
(g)
Investment in development and operation, and management of infrastructure facilities and
development of infrastructure; and development of public transportation in urban areas;
(h)
Pre-school education, general education, vocational education; medical consultation and
treatment; production of medicines, raw materials for production of medicines, principal
medicines, essential medicines and medicines for prevention and treatment of social diseases,
vaccines, medical biological products, medicines from pharmaceutical materials, oriental
medicines; scientific research in relation to technology of preparation or biological technology
for production of new medicines;
(i)
Protection and promotion of the value of cultural heritage; investment in facilities for sports or
physical practice and competition for disabled people or for professional sportsmen.
Preferential investment geographical areas comprise:
(a)
Areas with difficult socio-economic conditions; and areas with specially difficult socio-economic
conditions;
(b)
Industrial zones, export processing zones, high-tech zones and economic zones.
Based on the preferential investment industries and trades and geographical areas set out in clauses
1 and 2 of this article and international treaties of which Vietnam is a member, the Government shall
issue and make amendments and additions to the list of preferential investment industries and trades
and the list of preferential investment geographical areas.
Article 14
1.
2.
Forms and condition for application of investment incentives
Forms of application of investment incentives [shall comprise]:
(a)
Exemption from and reduction of corporate income tax: entitlement to a lower rate of
corporate income tax than the normal tax rate for a definite period or for the whole duration of
implementation of an investment project;
(b)
Exemption from import duty in respect of equipment, materials, means of transportation and
goods for implementation of an investment project;
(c)
Exemption from and reduction of land rent, land use fees and land use tax.
The forms of investment incentives prescribed in clause 1 of this article shall apply to
(a)
Investment projects in the preferential investment industries and trades;
(b)
Investment projects located in preferential investment geographical areas;
(c)
Projects with a scale of investment capital being 12,000 billion Dong or more which is
disbursed for five years or less;
(d)
Investment projects located in rural areas and employing 1,000 employees or more;
(dd)
High-tech enterprises, and scientific and technological enterprises.
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3.
The investment incentives shall apply to new investment projects and investment projects for
expansion.
4.
Specific levels of incentives in respect of each type of investment incentives shall be applicable in
accordance with the law on taxation and the law on land.
5.
With respect to projects in the category entitled to investment incentives but conditions for application
of the investment incentives will only be determined upon commencement of business or production
of the investment project, the investor must submit a written undertaking on satisfaction of the
conditions for entitlement to investment incentives at the time of entitlement to the incentives and
must satisfy the conditions for application of the investment incentives in the period of three years
from the date on which the project earns revenue, unless otherwise stipulated at the point of time of
satisfaction of the conditions for application of investment incentives.
6.
The investment incentives applicable to geographical areas prescribed in this article do not apply to
investment projects for exploitation of resources or minerals; or for production or business in goods
or services subject to special sales tax stipulated by the Law on Special Sales Tax.
Article 15
Expansion of investment incentives
Where it is necessary to encourage development of a specially important industry or a special economic –
administrative unit, the Government shall submit investment incentives other than the investment incentives
set out in this Law to the National Assembly for consideration and decision.
Article 16
Procedures for application of investment incentives
1.
With respect to projects for which an investment registration certificate ["IRC"] is issued, the IRC
issuing body shall specify incentives and conditions for entitlement to the incentives in the IRC.
2.
With respect to projects which do not require an IRC to be issued, investors shall, on the basis of the
incentives and conditions for entitlement to investment incentives prescribed in articles 13 and 14 of
this Law, themselves determine investment incentives and shall conduct procedures for entitlement
to investment incentives at the competent body for application of investment incentives.
SECTION 2
Investment Support
Article 17
1.
Forms and entities entitled to investment support
Forms of investment support [shall comprise]:
(a)
(b)
Development of a system of technical infrastructure and social infrastructure inside and
outside the fence of projects;
Training and development of human resources;
(c)
Credit support;
(d)
Support to have access to production or business sites, or to relocate from inner cities or
towns;
(dd)
Support for science, technology or technology transfer;
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(e)
2.
Support for market development, and provision of information;
The Government shall provide specific regulations on forms and entities entitled to investment
support prescribed in clause 1 of this article.
Article 18
Support for development of infrastructure systems for industrial zones, high-tech zones and
economic zones
1.
Based on the approved master plan, ministries, ministerial equivalent bodies and provincial people’s
committees shall formulate a master plan or plan for investment and development and arrange
synchronous construction of technical and social infrastructure systems outside the fence of
industrial zones and high-tech zones and functional sections of economic zones.
2.
The State shall provide a part of capital for investment and development from the budget and use
preferential credit funds for investment and development of technical and social infrastructure
systems inside and outside the fence of industrial zones in a number of localities with difficult socioeconomic conditions or with specially difficult socio-economic conditions.
3.
The State shall provide investment and development capital from the budget and preferential credit
funds in order to assist investment in the development of technical and social infrastructure systems
of economic zones and high-tech zones, and shall apply a number of methods of raising capital in
order to invest in the development of infrastructure systems of economic zones and high-tech zones.
Article 19
Development of residential housing, service facilities and public utilities for employees in
industrial zones, high-tech zones and economic zones
1.
Based on the general master plan for development of industrial zones, high-tech zones and
economic zones as approved by the authority, provincial people's committees shall have a policy for
development of residential housing, service facilities and public utilities for employees working in the
industrial zones, high-tech zones and economic zones.
2.
With respect to industrial zones and high-tech zones meeting difficulties in relation to arrangement of
a land fund for construction of residential houses for employees, the competent body shall make a
decision adjusting the master plan to reserve part of the land area for development of residential
housing, service facilities and public utilities for employees.
CHAPTER IV
Investment Activities in Vietnam
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SECTION 1
Investment Procedures
Article 20
Procedures for establishment of economic organization and implementation of investment
activities of domestic investors
1.
Domestic investors shall carry out procedures for establishment of an economic organization in
accordance with the law corresponding to each type of economic organization.
2.
With respect to investment projects which require an investment policy to be approved, the domestic
investor shall carry out the procedures for approval of an investment policy and conduct investment
activities in accordance with the relevant provisions of Sections 2 and 3 of this Chapter without
carrying out the procedures for issuance of an IRC.
3.
Where there is a need for an IRC to be issued, the investor shall carry out the procedures prescribed
in article 24 of this Law.
Article 21
1.
2.
3.
Conditions and procedures for establishment of economic organization and implementation of
investment activities of foreign investors
Foreign investors establishing an economic organization in Vietnam shall carry out the following
procedures:
(a)
Carrying out the procedures for issuance of a IRC prescribed in article 24 of this Law;
(b)
Establishing an economic organization in accordance with the law corresponding to each type
of economic organization.
A foreign investor shall be permitted to own an unlimited ratio of the chapter capital of an economic
organization, except for the following cases:
(a)
The ratio of ownership of foreign investors in listed companies or public companies shall be
subject to the law on securities;
(b)
The ratio of ownership of foreign investors prescribed in a specialized law shall be subject to
the specialized law;
(c)
The ratio of ownership of foreign investors in enterprises with one hundred (100) per cent
State owned capital which conduct equitization or convert the ownership into another form
shall be subject to the law on equitization and conversion of enterprises with one hundred
(100) per cent State owned capital;
(d)
The ratio of ownership of foreign investors in economic organizations conducting business in
industries or trades on the list of industries and trades in which investment is conditional in
respect of foreign investors shall be subject to the provisions in such list.
The Government shall provide detailed regulations on procedures for establishment of economic
organizations and implementation of investment activities of foreign investors.
Article 22
Conditions and procedures for implementation of investment activities of economic
organizations with foreign owned capital
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An economic organization with foreign owned capital which has been established in Vietnam must satisfy
the same investment conditions and carry out investment procedures applicable to foreign investors in the
following cases:
1.
More than 51% of its chapter capital is held by a foreign investor(s) or a partnership has a majority of
partners being foreign individuals;
2.
More than 51% of its chapter capital is held by a foreign investor(s) or economic organization(s) with
foreign invested capital.
Article 23
IRC issuing bodies
1.
Departments of planning and investment shall issue, adjust and revoke IRCs in respect of investment
projects outside industrial zones, export processing zones, high-tech zones and economic zones.
2.
Industrial zone, export processing zone, high-tech zone or economic zone management boards shall
receive, issue, adjust and revoke IRCs in respect of projects in the industrial zone, export processing
zone, high-tech zone or economic zone.
Article 24
1.
Procedures for issuance of IRC
Foreign investors shall submit a file to the IRC issuing body. The file shall comprise:
(a)
Written application for issuance of an IRC;
(b)
Copy of the people's identity card or passport in the case of investors being an individual; copy
of the incorporation certificate or other equivalent document certifying the legal status in the
case of investors being an organization;
(c)
Proposal for an investment project including the following items: investor, investment
objectives, investment scale, form of investment, investment capital, location, duration,
investment schedule, technology to be applied and origin of the technology, standards of
goods or services to be provided, plan for implementation and socio-economic efficiency of the
project;
(d)
Documents on financial capability of the investor;
(dd)
Site lease agreement or other document certifying that the investor has the right to use the site
for implementation of the investment project;
(e)
Contract (in the case of investment in the form of a BCC contract).
2.
The IRC issuing body shall issue an IRC within a time-limit of fifteen (15) days from the date of
receipt of the file prescribed in clause 1 of this article.
3.
With respect to an investment project in the category subject to the approval of a policy prescribed in
articles 33, 35 and 38 of this Law, the investor shall submit a written application for issuance of an
IRC accompanied by a file for approval of an investment policy prescribed in Section 3 of this
Chapter to the IRC issuing body in order to carry out the procedures for approval of an investment
policy. The IRC issuing body shall issue an IRC to the investor within a time-limit of five days from
the date of receipt of the written approval of the investment policy.
Article 25
Content of IRC
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1.
Investment project code;
2.
Name of the investment project;
3.
Name and address of the investor;
4.
Location of implementation of the investment project; and land area to be used;
5.
Objectives and scale of the investment project;
6.
Total investment capital of the project (comprising capital contribution of the investor and loans),
schedule of capital contribution and raising sources of capital;
7.
Duration of implementation of the project;
8.
Schedule of implementation of the investment project; schedule of capital construction and
commissioning of the works (if any); schedule of realization of operational objectives and main works
of the project (in the case of projects to be implemented in various phases, the objective, duration
and content of operations in each phase must be specified);
9.
Certification of incentives or investment support and conditions for application thereof (if any);
Article 26
1.
Amendment of IRC
When making an amendment of an investment project relating to the objectives, scale, capital,
location, form of investment, investor, schedule of implementation of the project and operational
duration of the investment project, an investor shall carry out the procedures for amendment of the
IRC. The file shall comprise:
(a)
Written application for amendment of the IRC;
(b)
Report on the status of implementation of the investment project up to the time of amendment
of the investment project;
(c)
Decision on amendment of the investment project of the person with the authority to make the
investment decision in the enterprise;
(d)
Items prescribed in paragraphs (b), (c), (d), (dd) and (e) of clause 1 of article 24 relating to the
items to be amended.
2.
The IRC issuing body shall, within a time-limit of ten (10) days from the date of receipt of the
complete file prescribed in clause 1 of this article, amend the IRC. During consideration of
amendment of the IRC for an investment project in the cases which require approval of an
investment policy in articles 33, 35 and 38 of this Law, the investor must carry out the procedures for
approval of an investment policy in accordance with this Law.
3.
With respect to an investment project in the cases which require approval of an investment policy
prescribed in article 41 of this Law to be amended, the IRC issuing body shall make a submission to
the competent body for amendment of the investment policy and shall amend the IRC within a timelimit of five days from the date of receipt of the approval of the amended investment policy.
Article 27
Revocation of IRC
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1.
2.
The IRC of an investor shall be revoked in the following cases:
(a)
The operation of the investment project is terminated in accordance with article 50.1 of this
Law;
(b)
The investor fails to satisfy all business investment conditions but [and] fails to rectify such
failure in accordance with the relevant laws;
The Government shall provide detailed regulations on sequence and procedures for revocation of
IRCs.
Article 28
1.
Investment by way of making capital contribution or purchasing portion of capital contribution
or shares by economic organizations
A foreign investor investing by way of making capital contribution or purchasing a portion of capital
contribution or shares in an economic organization shall submit a file to the administrative body for
investment of the locality in which the head office of the economic organization is located. The file
shall comprise:
(a)
Written application for capital contribution or purchase of a portion of capital contribution or
shares containing the following items: information in relation to the proposed enterprise which
will receive capital contribution or investment capital from the foreign investor and ratio of the
charter capital to be held by the foreign investor after making capital contribution or purchasing
shares or portion of capital contribution;
(b)
Copy of the people's identity card or passport in the case of an investor being an individual;
copy of the incorporation certificate or other equivalent document certifying the legal status in
the case of an investor being an organization;
(c)
Contract or agreement for capital transferor purchase of a portion of capital contribution or
shares;
(d)
Registration file for change of members in accordance with the law corresponding to each type
of economic organization.
2.
The capital contribution to or purchase of a portion of capital contribution or shares in the projects
prescribed in articles 33, 35 and 38 of this Law shall require the procedures for approval of an
investment policy to be carried out in accordance with this Law.
3.
With respect to the capital contribution to or purchase of a portion of capital contribution or shares in
an economic organization operating in an industry or trade in which business investment is
conditional, after receiving an application file, the administrative body for investment shall consider
the following principal items:
(a)
Investment conditions as per the list of industries and trades in which business investment is
conditional;
(b)
Compliance with the master plan or plan for socio-economic development;
(c)
Level of economic concentration in accordance with the law on competition.
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4.
The department of planning and investment shall notify its opinion to the investor within a time-limit of
fifteen (15) day from the date of receipt of the file. The business registration body shall adjust the
members or shareholders in accordance with the law corresponding to each type of economic
organization.
5.
All share purchase or sale activities or transfer of capital contribution, receipt and use of dividends or
distributed profit, remittances of money abroad and other activities relating to investments in
Vietnamese enterprises shall be conducted via an investment capital account opened at a
commercial bank in Vietnam.
6.
When the capital contribution or purchase of a portion of capital contribution or shares is changed in
comparison with the items which have been registered, the foreign investor shall carry out the
procedures prescribed in clause 1 of this article in order to amend the registered items.
Article 29
Investment in the form of PPP contract
1.
Investors shall sign a PPP contract with the competent State body for implementation of an
investment project for new construction, or improvement, upgrading, expansion, management and
operation of infrastructure facilities or provision of public services.
2.
The Government shall provide detailed regulations on forms, conditions and procedures for
implementation of investment projects in the form of a PPP contract.
Article 30
Investment in the form of business co-operation contract ["BCC"]
1.
An investor shall sign a business co-operation contract for production co-operation, profit sharing cooperation, product sharing co-operation and other business co-operation forms.
2.
A BCC between a domestic investor and a foreign investor or foreign investors shall require the
procedures for issuance of an IRC to be carried out in accordance with article 24 of this Law.
3.
The parties to a BCC shall establish a co-ordinating board to perform the BCC. The functions, duties
and powers of the co-ordinating board shall be agreed by the parties.
4.
During performance of a BCC, the parties to the BCC are entitled to use assets formed from the
business co-operation for establishment of an enterprise in accordance with the law on enterprises.
Article 31
1.
Contents of BCC
A BCC must contain the following main items:
(a)
Names, addresses, and authorized representatives of the parties to the BCC; and the
transaction address or address of the location in which the project is to be implemented.
(b)
Objectives and scope of business.
(c)
Contributions by the parties to the BCC, and distribution of business investment results.
(d)
Implementation schedule.
(dd)
Duration of the BCC.
(e)
Rights and obligations of the parties to the BCC.
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2.
(g)
Procedures for amendment and termination of the BCC and conditions for assignment.
(h)
Liability for breach of the BCC and method of dispute resolution.
The parties to the BCC are entitled to agree on other items which are not contrary to law.
Article 32
Establishment and termination of operation of operating office of foreign investor to BCC
1.
A foreign investor to a BCC may establish an operating office in Vietnam to implement the BCC. The
foreign investor to the BCC shall decide the location of its operating office depending on
requirements for implementation of the contract.
2.
The operating office of a foreign investor to the BCC shall have a seal, may open accounts, recruit
employees, sign contracts and conduct business activities within the scope of the rights and
obligations stipulated in the BCC and the registration certificate for establishment of an operating
office.
3.
The foreign investor to the BCC shall submit a registration file for establishment of an operating office
to the IRC issuing body of the locality in which the proposed operating office shall be located. The
file shall comprise:
(a)
Written registration for establishment of an operating office containing the following items: the
name and address of the representative office (if any) of the foreign investor to the BCC in
Vietnam; the name and address of the operating office; activities, duration and scope of
activities of the operating office;
full name, residence, and the number of the people's
identity card or passport or other legal personal identification of the head of the operating
office.
(b)
The decision of the foreign investor to the BCC on establishment of an operating office;
(c)
A copy of the decision on appointment of the head of the operating office;
(d)
The BCC.
4.
The IRC issuing body shall, within a time-limit of fifteen (15) days from the date of receipt of the file
prescribed in clauses 3 of this article, issue an operation registration certificate of an operating office
to the foreign investor to the BCC.
5.
A foreign investor shall, within a time-limit of seven days from the date of termination of the operation
of the operating office, send two sets of the file for termination of operation of the operating office to
the IRC issuing body at which the procedures for registration of operation of the operating office have
been conducted. The file shall comprise:
(a)
The decision on termination of the operation of the operating office in the case of early
termination of the operation of the operating office;
(b)
A list of creditors and amount of debts which have been paid, including paying in full debts
relating to taxes and social insurance premiums;
(c)
A list of the employees and their interests which have been resolved;
(d)
The certification of the tax authority on completion of obligations in relation to taxes;
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6.
(dd)
The certification of the public security authority on destruction of the seal;
(e)
The operation registration certificate of the operating office;
(g)
A photocopy of the IRC;
(h)
The BCC contract.
The IRC issuing body shall, within a time-limit of fifteen (15) days from the date of receipt of the
complete file prescribed in clause 5 of this article, make a decision revoking the operation registration
certificate of the operating office.
SECTION 2
Approval of Investment Policies
Article 33
Authority to approve investment policy
1.
The National Assembly shall approve an investment policy in respect of the projects prescribed in
article 35 of this Law.
2.
The Prime Minister of Government shall approve an investment policy in respect of the projects
prescribed in article 38 of this Law.
3.
Provincial people's committees shall approve an investment policy in respect of projects not covered
by clauses 1 and 2 of this article in one of the following cases:
4.
(a)
Projects to which the State allocates or leases out land without tendering, auction or transfer;
and projects with a requirement for conversion of the land use purpose;
(b)
Investment projects which require assessment of technology in accordance with the Law on
Science and Technology.
The State administrative body shall not be permitted to require investors to conduct the procedures
for approval of an investment policy in respect of investment projects not covered by clauses 1, 2 and
3 of this article.
Article 34
1.
Content of approval of investment policy
Approval of an investment policy shall include the following principal items:
(a)
Name, objectives, scale, and total investment capital of the project, schedule of capital
contribution and raising of capital sources, and duration of implementation of the project;
(b)
Name and address of the investor;
(c)
Implementation schedule of the investment project; schedule of capital construction and
commissioning of works (if any); schedule of realization of operational objectives, main works
of the project; in the case of projects to be implemented in various phases, the objective,
duration and content of operations in each phase must be specified;
(d)
Certification of incentives or investment support and conditions for application thereof (if any);
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(dd)
2.
Effective period of the approval of the investment policy.
The Government shall provide detailed regulations on content of approval of investment policies in
respect of projects subject to the authority of the Prime Minister of the Government and provincial
people's committees to approve investment policies.
Article 35
Projects subject to the authority of the National Assembly to approve investment policies
1.
Projects with the total investment capital of thirty five thousand billion Dong or more, of which capital
guaranteed by the State or investment capital for development of State enterprises is ten thousand
billion Dong or more.
2.
Projects with a great effect on the environment or with a potentially serious effect on the
environment, including:
(a)
Nuclear power plants;
(b)
Projects with a requirement for conversion of the land use purpose of a national park, natural
conservation zone, landscape protection zone, forest for scientific research or experiment of
50 hectares or more; upstream protective forest of 50 hectares or more; protective forest as
windbreaker, shelter from flying sand or breakwater or for reclamation from the sea or for
environmental protection with an area of 500 hectares or more; and forests for production with
an area of 1,000 hectares or more;
3.
Projects with a requirement for conversion of the use purpose of land for wet rice cultivation on two
harvests with an area of 500 hectares or more;
4.
Projects with a requirement for relocation and resettlement of 20,000 people or more in mountainous
areas or 50,000 people or more in other areas;
5.
Projects which require application of a special mechanism or policy which should be decided by the
National Assembly.
Article 36
Sequence for approval of investment policy by the National Assembly
1.
An investor or the provincial people's committee shall prepare an investment project file and submit
such file to the Government.
2.
The Prime Minister of the Government shall establish a State appraisal council chaired by the
Minister of Planning and Investment for appraisal of the pre-feasibility study report.
3.
The Government shall submit an investment policy to the National Assembly for its consideration and
decision.
4.
Bodies of the National Assembly shall verify the file submitted by the Government.
5.
The National Assembly shall consider and pass a resolution on an investment policy, including the
following items: objectives, scale, total investment capital, main technology, location, duration,
implementation schedule, mechanism and solution or policy for implementation.
Article 37
Verification of projects subject to the authority of the National Assembly to approve investment
policy
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1.
2.
3.
The file for verification shall comprise:
(a)
Submission of the Government.
(b)
Investment project file prescribed in article 39.1 of this Law.
(c)
Appraisal report of the State appraisal council.
(d)
Other relevant documents.
Procedures for verification:
(a)
No later than sixty (60) days before the opening date of a session of the National Assembly,
the Government shall send the file for decision on an investment policy for a project of national
importance to the body of the National Assembly presiding over the verification;
(b)
The body presiding over the verification is entitled to request the Government and relevant
bodies, organizations and individuals to explain issues in relation to the content of the project;
(c)
The bodies, organizations and individuals who are requested by the body presiding over the
verification shall be responsible to provide in full information and documents to serve the
verification.
Content of verification:
(a)
Satisfaction of criteria for determination whether or not a project is subject to the authority of
the National Assembly to approve investment policies;
(b)
Necessity for implementation of the project;
(c)
Compliance of the project with the strategy or master plan for socio-economic development,
the master plan for development of an industry and zoning for land use;
(d)
Objectives, scale, investment form, location, duration, implementation schedule, land area to
be used, plan for relocation and resettlement, options for selection of the main technology,
solution for environmental protection, total investment capital, plan for raising capital, possible
capital recovery and repayment of loans;
(dd)
Possible assurance of socio-economic efficiency, national defence and security and
sustainable development.
Article 38
Projects subject to the authority of the Prime Minister of the Government to approve
investment policy
1.
Projects regardless of source of capital in one of the following cases:
(a)
with a requirement for relocation of 10,000 people or more in mountainous areas and 20,000
people in other areas;
(b)
Construction and commercial operation of airports; and air transportation;
(c)
Construction and commercial operation of national seaports;
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(d)
Exploration, production and processing of petroleum;
(dd)
Business of betting and casinos;
(e)
Production of cigarettes;
(g)
Development of infrastructure in industrial zones, export processing zones and functional
areas in economic zones;
(h)
Construction and commercial operation of golf courses.
2.
Projects which are not in the cases prescribed in clause 1 of this article and have a scale of
investment capital from 5,000 billion Dong or more.
3.
In addition to the projects prescribed in clauses 1 and 2 of this article, projects of foreign investors in
the following sectors: business of sea transportation; business of telecommunications services with
network infrastructure; afforestation; publication, press; and projects for establishment of a scientific
and technological enterprise or scientific and technological enterprise with one hundred per cent
(100%) foreign owned capital.
4.
Other projects subject to the authority of the Prime Minister of the Government to approve an
investment policy or to make an investment decision in accordance with law.
Article 39
1.
2.
Sequence and procedures for approval of investment policy by the Prime Minister of the
Government
An investor shall submit ten (10) sets of the investment project file to the IRC issuing body. The file
shall comprise:
(a)
Written application for approval of a policy for an investment project;
(b)
Copy of the people's identity card or passport in the case of an investor being an individual;
copy of the incorporation certificate or other equivalent document certifying the legal status in
the case of an investor being an organization;
(c)
Proposal for the investment project including objectives, scale, location, investment form, total
investment capital, plan for raising capital; duration, investment schedule, need for land use,
plan for site clearance and resettlement; preliminary assessment of impact on the
environment; solutions for environmental protection; technology to be used in the project,
standards of goods or services to be provided;
(d)
Documents on financial capability of the investor;
(dd)
Contract (in the case of investment in the form of a BCC);
(e)
Documents and materials in relation to the right of the investor to use a site, except for the
case of request for land allocation or lease from the State.
The IRC issuing body shall, within a time-limit of three days from the date of receipt of the investment
project file, send two sets of the file to the Ministry of Planning and Investment and send the file to
the relevant State bodies to ask for their opinions on verification..
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3.
The body which is asked for an opinion shall provide its opinion on verification of the investment
project to the provincial people's committee and the Ministry of Planning and Investment within a
time-limit of fifteen (15) days from the date of receipt of the file for its opinion.
4.
The IRC issuing body shall, within a time-limit of twenty five (25) days from the date of receipt of the
investment project file prescribed in clause 1 of this article, submit [such opinions] to the provincial
people's committee for consideration and provide its opinion on verification of the investment project
to the Ministry of Planning and Investment.
5.
The Ministry of Planning and Investment shall, within a time-limit of fifteen (15) days from the date of
receipt of the opinion on verification prescribed in clause 4 of this article, prepare a report on
verification of the project file for submission to the Prime Minister of the Government. The content of
verification shall comprise:
6.
(a)
Compliance of the investment project with the master plan for socio-economic development,
the master plan for development of an industry and zoning for land use;
(b)
Implementation schedule of the project; schedule of implementation of investment capital,
schedule of construction and commissioning of the main works (if any); schedule of realization
of operational objectives of the project;
(c)
Conditions for land allocation or lease, or for conversion of the land use purpose in respect of
the projects for which land is allocated or leased out or the land use purpose is converted;
(d)
Satisfaction of investment conditions, incentives and investment support (if any);
(dd)
Technology to be applied and bases for selection of the type of technology; line of machinery
and equipment; impact of the technology on the environment
The Prime Minister of the Government shall consider and approve an investment policy, including the
following items: the investor, objectives, scale, total investment capital, main technology; location;
duration; implementation schedule of the project; mechanism and solution, and policy for
implementation.
Article 40
Sequence for approval of investment policy by provincial people's committees
1.
An investor shall submit eight (8) sets of the investment project file prescribed in article 39.1 of this
Law to the IRC issuing body of the locality in which the investment project shall be implemented.
2.
The IRC issuing body shall, within a time-limit of three days from the date of receipt of the investment
project file, send the file to the relevant State bodies to ask for their opinions on verification.
3.
The body which is asked for an opinion shall provide its opinion on verification of the investment
project to the IRC issuing body within a time-limit of fifteen (15) days from the date of receipt of the
file prescribed in clause 1 of this article.
4.
During verification of the investment project, the administrative body for land shall be responsible to
introduce locations and provide extracts of a map; and the administrative body for construction shall
provide information on zoning in order to provide a basis for verification in accordance with this
article.
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5.
The IRC issuing body shall, within a time-limit of twenty (20) days from the date of receipt of the
investment project file, prepare a report on verification of the project file and submit such report to the
provincial people's committee. The content of verification shall be subject to article 39.5 of this Law.
6.
The provincial people's committee shall consider and approve an investment policy, including the
following items: the investor, objectives, scale, total investment capital, main technology; location;
duration; implementation schedule of the project; land allocation, land lease, and conversion of the
land use purpose. The approval of an investment policy shall concurrently be the decision on land
allocation or land lease or conversion of the land use purpose in respect of projects with a request for
land allocation or land lease or conversion of the land use purpose.
7.
With respect to an investment project in an industrial zone, export processing zone, high-tech zone
or economic zone in compliance with the master plan approved by the authority, then such industrial
zone, export processing zone, high-tech zone or economic zone management board shall approve
the investment policy without submission to the provincial people's committee.
Article 41
Amendment to approval of investment policy
1.
Where amending an investment project in relation to the objectives, investment location, main
technology, increase or reduction of investment capital by more than 10% of the total investment
capital, extension of the duration of implementation, change of an investor or change in binding
conditions (if any) in respect of the project, the investor must carry out the procedures for
amendment of the investment policy.
2.
The application file for amendment to an investment policy shall comprise:
3.
(a)
Written application for amendment to the policy for an investment project;
(b)
Explanatory statement on the amended investment project;
(c)
Report on status of implementation of the project as at the date of application for amendment
to the investment policy for the project.
The sequence and procedures for amendment to the approval of an investment policy shall be
conducted in accordance with the relevant provisions of articles 36, 39 and 40 of this Law.
SECTION 3
Implementation of Investment Projects and Business Organization
Article 42
General provisions on implementation of investment project
1.
Investment projects must conform with the master plan, and comply with the laws on land,
environment, labour, fire prevention and fighting, and relevant laws.
2.
Capital contribution or transfer of a portion of capital contribution or shares in money or foreign
currency by foreign investors shall be conducted via a capital account opened at an authorized credit
institution.
3.
Investors may recruit and employ Vietnamese employees; and recruit and employ foreign employees
to fulfil management tasks, to provide technical labour and to provide expertise in accordance with
production and business requirements.
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4.
Investors may undertake processing or re-processing of products; place orders for processing or reprocessing of goods domestically, or place orders for processing of goods overseas.
Article 43
Operational duration of investment projects
1.
The operational duration of an investment project recorded in the IRC shall not exceed seventy (70)
years in respect of projects in economic zones, and not exceed fifty (50) years in respect of projects
outside economic zones. With respect to projects located outside economic zones and implemented
in areas with specially difficult socio-economic conditions or projects with a great investment capital
but capital recovery is slow, the Prime Minister of the Government may decide a longer duration but it
shall not exceed seventy (70) years.
2.
With respect to investment projects to which the State allocates or leases out land, the duration for
which the State delays handover of land to the investor shall be excluded from the operational
duration of the investment project.
Article 44
Inspection of machinery, equipment and technological line
1.
Machinery, equipment and technological lines imported to implement an investment project must
ensure quality in accordance with law. Investors shall be responsible themselves to inspect the
quality and value of machinery, equipment and technological lines imported to implement an
investment project.
2.
The competent State body shall examine and supervise the inspection of quality and value of
machinery, equipment and technological lines imported to implement investment projects.
3.
Where necessary, to ensure State management of import of technology, machinery and equipment
or provide a basis for tax assessment, the competent State body may inspect independently the
value and quality of machinery and equipment imported in order to form fixed assets or to implement
an investment project.
Article 45
Sale of goods in Vietnamese market
1.
Investors shall be permitted to sell their goods produced, processed or manufactured in Vietnam
directly or by way of agents.
2.
Investors shall make the decision on the selling price of goods that they produce and of services that
they provide. In the case of goods and services for which the State controls prices, the selling price
shall be in accordance with the price framework announced by the competent State body.
3.
Foreign investors shall conduct the purchase and sale activities of goods and activities directly
relating to purchase and sale of goods [e.g. distribution] in accordance with the law on commerce
and international treaties of which Vietnam is a member.
Article 46
Hire of management organizations
1.
An investor shall be permitted to hire an organization(s) to manage the operation of its investment
projects in those sectors in which in-depth, high management skills are required.
2.
An investor shall be responsible before the law of Vietnam for all of the operations of its management
organization with respect to the issues relating to the management activities agreed in the
management contract.
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3.
The management organization shall be liable to the investor for management of the business
operation of the investment project in accordance with the contract and the law of Vietnam.
Article 47
1.
Assignment of investment projects
An investor shall be entitled to assign to another investor all or part of the investment project upon
satisfaction of the following conditions:
(a)
It is not one of the cases in which the operation [of the investment project] is terminated as
stipulated in article 50 of this Law;
(b)
Investment conditions applicable to foreign investor in the case of the foreign investors to
whom the investment project in the industries or trades in which investment is conditional in
respect of foreign investors is transferred;
(c)
Conditions prescribed in the law on land in the case of the assignment of the project attached
to the assignment of land use rights;
(d)
Conditions provided in the specialized law (if any).
2.
In the case of transfer of a project which requires an IRC to be issued, the investor shall submit a file
prescribed in article 26.1 accompanied by an investment project transfer contract in order to amend
the investor in the IRC.
3.
In the case of transfer of the projects prescribed in articles 33, 35 and 38 of this Law, the procedures
for approval of an investment policy must be carried out in accordance with this Law.
Article 48
1.
2.
Postponement of investment schedule
With respect to projects which require an investment policy to be approved or an IRC to be issued,
an investor must notify the IRC issuing body of any postponement of the schedule of contribution of
investment capital, the schedule of construction and commissioning of main works (if any); or the
schedule of realization of operational objectives of the project in the approval of the policy. The
contents of the notice shall comprise:
(a)
Explanatory statement on the reason for and the period of postponement of the
implementation schedule of the project.
(b)
Plan for resuming implementation of the project (including a plan for capital contribution,
schedule of capital construction and commissioning of the project);
(c)
Report on status of operation of the investment project from the date of issuance of the IRC or
approval of an investment policy to the date of postponement of the schedule;
(d)
Report on performance of tax obligations by the investor;
(dd)
Undertaking of the investment to resume implementation of the project.
The aggregate periods of postponement of the investment schedule set out in clause 2 of this article
shall not exceed twenty four (24) months. The IRC issuing body shall notify its opinion of the
postponement of the investment schedule within a time-limit of fifteen (15) days from the date of
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receipt of the notice from the investor in accordance with clause 3 of this article. Where the proposal
of the investor is not approved, the IRC issuing body must specify the reason therefor.
Article 49
1.
2.
An investor which temporarily suspends the production and business operation of its investment
project must notify the administrative body for investment and shall be exempt from land rent during
the period of temporary suspension of the operation of the project in the following cases of force
majeure:
(a)
Due to the direct effect of a natural calamity or environmental disaster;
(b)
Due to the direct effect of fire or epidemic disease;
(c)
Due to the direct effect of war;
(d)
Other cases of force majeure determined by the Prime Minister of the Government.
The administrative body for investment shall make a decision suspending the investment activities or
part of the operation of an investment project in the following cases:
(a)
To protect monuments, relics, antiques or national precious objects in accordance with the
Law on Cultural Heritage;
(b)
To remedy an environmental offence at the request of the State administrative body for
environment;
(c)
To take measures to ensure labour safety at the request of the State administrative body for
labour;
(d)
Under the decision or judgement of a court or arbitration body;
(dd)
The establishment registration certificate or enterprise registration certificate of the investor is
revoked;
(e)
The investor fails to correctly implement the content of the IRC or of the approval of the
investment policy and has been dealt with for an administrative offence but continues to
commit an offence.
Article 50
1.
Temporary suspension or suspension of operation of investment project
Termination of operation of investment project
The operation of an investment project shall be terminated in any one of the following cases:
(a)
Where the investor makes the decision terminating the operation of the project;
(b)
In accordance with the conditions which will result in termination as stipulated in the contract,
the charter of the enterprise or the agreement between investors.
(c)
Upon expiry of the operational duration of the investment project.
(d)
The investment project is in one of the cases prescribed in article 47.2 of this Law and the
administrative body for investment makes a decision terminating the operation of the
investment project;
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(dd)
The State resumes the land for implementation of the investment project or the investor no
longer has the right to use the investment site;
(e)
The investment project stops its operation and the administrative body for investment is unable
to contact the investor or its authorized representative within twelve (12) months from the date
of stopping operation.
(g)
The investor fails to implement or is unable to implement in accordance with the schedule
registered with the State administrative body and the project is not in the case in which the
implementation schedule of the investment project may be postponed in accordance with
article 46 of this Law;
(h)
Under an adjustment or decision of a court or an arbitration [body]
2.
In respect of projects for which an IRC is issued, the IRC issuing body shall revoke such IRC in the
case where the operation of a project is terminated in accordance with clause 1 of this article.
3.
The investor shall itself liquidate the investment project in accordance with the law on liquidation of
assets upon termination of operation of the investment project.
4.
Where the State resumes the land of the investment project and the investor fails to liquidate the
assets attached to the land within a period of twelve (12) months from the date of resumption of the
land except for the case of extension [of such period], the body making the decision on land
resumption shall organize liquidation of the assets attached to the land.
CHAPTER V
Offshore Investment Activities
SECTION 1
General Provisions on Offshore Investment Activities
Article 51
Principles for implementation of offshore investment activities
1.
Investors shall be permitted to conduct offshore investment activities in order to exploit, to develop
and expand the market; to increase the export potential for goods and services, to earn foreign
currency, to have access to modern technology, to improve the ability of management and provide
additional resources to economic development of the country.
2.
Based on the orientation of socio-economic development and the policy on foreign exchange control
in each period and the provisions in clause 1 of this article, the Government shall issue a list of
industries and trades in which offshore investment is encouraged, a list of industries and trades in
which offshore investment is conditional and a list of industries and trades in which offshore
investment is prohibited.
3.
Investors conducting offshore investment activities must comply with this Law, the law of the
investment recipient country or territory (hereinafter collectively called as the investment recipient
country) and international treaties of which Vietnam is a member; and shall themselves be
responsible for the efficiency of offshore investment activities.
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Article 52
Forms of offshore investment [shall comprise]
1.
Establishment of economic organizations in accordance with the law of the investment recipient
country;
2.
Performance of an offshore business co-operation contract;
3.
Purchase of all or part of the charter capital of an offshore economic organization to manage and
conduct investment activities or business in a foreign country;
4.
Purchase or sale of securities or other valuable papers or investment via securities investment funds
or other intermediate financial institutions in a foreign country in accordance with the Government
regulations;
5.
Other forms of investment in accordance with regulations of the investment recipient country.
Article 53
Capital sources for offshore investment
1.
Capital for offshore investment shall comprise capital in money and other assets in accordance with
law.
2.
The investor shall be responsible for making capital contribution and raising other funds in
compliance with the law to conduct offshore investment activities. Borrowings of capital in foreign
currency must comply with the conditions and procedures stipulated in the law on foreign exchange.
SECTION 2
Procedures for Offshore Investment
Article 54
Authority to make decision on offshore investment
1.
The agency acting as the representative of the owner of State owned capital in an enterprise shall
make the decision using State owned capital to conduct offshore investment activities in accordance
with the law on investment and management of State owned capital invested in enterprises.
2.
The investor shall make the decision on offshore investment activities using other sources of capital
in accordance with the Law on Enterprises and relevant laws.
3.
The investor and the agency acting as the representative of the owner of State owned capital in an
enterprise prescribed in clauses 1 and 2 of this article shall be responsible for the decision on
offshore investment.
4.
With respect to projects subject to the authority of the National Assembly or the Prime Minister of the
Government to approve an investment policy, the enterprises and the agency acting as the
representative of the owner of State owned capital in an enterprise shall make the decision on
offshore investment after the National Assembly or the Prime Minister of the Government approves
the investment policy.
Article 55
Content of offshore IRC
1.
Investment project code.
2.
Name and address of the investor.
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3.
Name of the investment project.
4.
Objectives and location of investment.
5.
Investment capital, sources of investment capital; schedule of capital contribution or raising capital
and implementation schedule of offshore investment activities;
6.
Duration of implementation of the project.
7.
Rights and obligations of the investor;
8.
Incentives and investment support (if any).
Article 56
1.
2.
Procedures for issuance of IRC
An investor shall submit a file for issuance of an IRC to the Ministry of Planning and Investment. The
file shall comprise:
(a)
Written registration of offshore investment;
(b)
Copy of the people's identity card or passport in the case of investors being an individual; copy
of the incorporation certificate or other equivalent document certifying the legal status in the
case of investors being an organization;
(c)
Written approval of the offshore investment policy in respect of projects subject to the authority
of the National Assembly or the Prime Minister of the Government to approve investment
policies;
(d)
Decision on offshore investment prescribed in articles 54.1 and 54.2 of this Law;
(dd)
Written certification of the tax authority that the investor has performed the tax obligation to the
State as at the date of submission of the file.
The Ministry of Planning and Investment shall issue an investment registration certification within a
period of fifteen (15) days from the date of receipt of the valid file stipulated in clause 1 of this article.
SECTION 3
Approval of Offshore Investment Policies
Article 57
1.
Authority to approve offshore investment policy
The National Assembly shall approve an offshore investment policy in respect of the following
projects:
(a)
Projects with the total offshore investment capital being 20,000 billion Dong or more;
(b)
Projects using State owned capital of 10,000 billion Dong or more;
(c)
Projects which require application of a special mechanism or policy which should be decided
by the National Assembly.
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2.
The Prime Minister of the Government shall approve an offshore investment policy in respect of the
following projects.
(a)
Projects in the banking, insurance business, finance, credit, press, broadcasting, television or
telecommunications sector using State owned capital of 200 billion Dong or more or having the
total offshore investment capital being 400 billion Dong or more;
(b)
Investment projects not covered by paragraphs (a) and (b) of this clause using State owned
capital of 400 billion Dong or more or having the total offshore investment capital being 800
billion Dong or more.
Article 58
Sequence and procedures for approval of investment policy
1.
The sequence and procedures for approval of an investment policy in respect of projects subject to
the authority of the National Assembly or the Prime Minister of the Government to approve
investment policies shall be carried out in accordance with the relevant provisions of articles 36 and
39 of this Law.
2.
The file for approval of an investment policy shall comprise:
3.
(a)
Written application for approval of a policy for the investment project;
(b)
Copy of the people's identity card or passport in the case of an investor being an individual;
copy of the incorporation certificate or other equivalent document certifying legal status in the
case of an investor being an organization;
(c)
Proposal for the investment project, including the necessity for investment in the project and
conditions for implementation of investment; objectives, scale, form and location of investment;
preliminary determination of the total investment capital including initial working capital, plan
for raising capital and structure of sources of capital; Implementation schedule of the project,
investment phasing where necessary; Preliminary analysis of investment efficiency of the
project and risks in the investment recipient country.
Content of verification shall comprise:
(a)
Satisfaction of criteria for determination whether or not a project is subject to the authority of
the National Assembly or the Prime Minister of the Government to approve investment
policies;
(b)
Necessity for investment ;
(c)
Compliance with the guidelines and policy on offshore investment;
(d)
Basic items of the project, including scale, investment form, location, duration, implementation
schedule, total investment capital, source of capital, and possible return of capital and
repayment of loans;
(dd)
Evaluation of the level of risks in the investment recipient country.
SECTION 4
Implementation of Offshore Investment Activities
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Article 59
Opening of capital account for offshore investment
All transactions for remittance of money overseas from Vietnam and into Vietnam relating to offshore
investment activities, including equity and loans must be conducted through a separate account opened at
an authorized credit institution in Vietnam and must be registered at the State Bank of Vietnam in
accordance with the law on control of foreign exchange.
Article 60
1.
Remittance of investment capital oversees
Investors permitted to remit oversees investment capital in order to conduct investment activities
must satisfy the following conditions:
(a)
They have been issued with an IRC, except for the cases specified in clause 3 of this article;
(b)
Their investment activities have been approved by the competent body of the investment
recipient country. Where the law of the investment recipient country does not require an
investment licence to be issued or investment approval, the investor must have an alternative
document to certify the right to conduct investment activities in the investment recipient
country;
(c)
They have opened an investment capital account in accordance with article 59 of this Law.
2.
Any remittance of investment capital oversees must comply with the law on control of foreign
exchange, export or technology transfer and other relevant laws.
3.
Subject to the objectives and nature of offshore investment activities, investors shall be permitted to
remit overseas foreign currency or goods, machinery and equipment to serve the market survey,
research and exploration activities and conduct other investment preparation activities in accordance
with regulations of the Government. Investors must register the remittance of foreign currency
overseas at the State Bank of Vietnam and shall be responsible for the use of foreign currency
remitted overseas before an IRC is issued for the correct purpose as registered.
Article 61
Repatriation of profit
1.
Except for the case of use of profit for offshore investment in accordance with article 61 of this Law,
an investor must, within a period of six (6) months from the date on which there is the tax finalization
or a document of equivalent validity prescribed by the law of the investment recipient country,
repatriate all profit and other income earned from the offshore investment.
2.
In the case of failure to repatriate profit and other income within the period stipulated in clause 1 of
this article, the investor must report in writing to the Ministry of Planning and Investment and the
State Bank of Vietnam on the temporary failure to repatriate profit. An extension of the period for
repatriation of profit shall be granted on no more than two occasions and each extension shall not
exceed six months.
Article 62
Use of profit for offshore investment
1.
Investors using profit earned from offshore investment to increase capital, or expand investment
activities must carry out procedures for amendment of their IRCs and submit a report to the State
Bank of Vietnam.
2.
In the case of use of profit earned from an offshore investment project to invest in another offshore
investment project, [the investor] must carry out procedures for issuance of an IRC for such
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investment project and register an account and schedule of remittance of money with the State Bank
of Vietnam.
Article 63
Adjustment to offshore investment activities
1.
An investor must carry out procedures for amendment to the IRC in the case where there is a change
in the content of the IRC relating to the investor implementing the project, investment location,
objective, scale, investment capital, sources of investment capital, investment schedule, investment
incentives, or use of profit to increase capital or expand offshore investment activities;
2.
The Ministry of Planning and Investment shall amend the IRC within a period of fifteen (15) working
days from the date of receipt of a complete and valid file;
3.
In the case of adjustment to items of investment activities not covered by clause 1 of this article, the
investor shall itself adjust and send a notification to the Ministry of Planning and Investment and the
State Bank of Vietnam.
Article 64
Implementation of the regime of offshore investment reporting
1.
Within a period of sixty (60) days from the date on which the investment project is approved in
accordance with the law of the investment recipient country, the investor shall send a written
notification of implementation of investment activities accompanied by a copy of the written approval
of the investment project or document of equivalent validity prescribed by the law of the investment
recipient country [to the Ministry of Planning and Investment] with carbon copy to the Ministry of
Finance, the State Bank of Vietnam, the ministry for management of the relevant industry, the
people's committee of the province or city under central authority in which the head office of the
investor is located and the diplomatic representative office of Vietnam in the investment recipient
country.
2.
The investor must prepare a periodical report on the status of operation of the offshore investment
project every six months. such report is sent to the Ministry of Planning and Investment with carbon
copy to the Ministry of Finance, the State Bank of Vietnam, the ministry for management of the
relevant industry, the people's committee of the province or city under central authority in which the
head office of the investor is located and the diplomatic representative office of Vietnam in the
investment recipient country.
3.
Within a period of six (06) months from the date on which there is a report on tax finalization or a
document of equivalent validity prescribed by the law of the investment recipient country, the investor
shall send a report on the status of operation of the investment project accompanied by the report on
tax finalization or the document of equivalent validity prescribed by the law of the investment
recipient country to the Ministry of Planning and Investment with carbon copy to the Ministry of
Finance, the State Bank of Vietnam, the ministry for management of the relevant industry, the
people's committee of the province or city under central authority in which the head office of the
investor is located and the diplomatic representative office of Vietnam in the investment recipient
country.
4.
With respect to offshore investment projects using State owned capital, in addition to implementation
of the reporting regime stipulated in clauses 1, 2 and 3 of this article, the investor shall implement the
regime of investment reporting in accordance with the law on investment and management of
investment capital of the State in enterprises.
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5.
The investor shall send a copy of the IRC; the written approval of investment or other document
certifying the right to conduct investment activities in the investment recipient country to the
diplomatic representative office of Vietnam in the investment recipient country.
Article 65
Termination of validity of IRCs
An IRC shall expire in the following cases:
1.
The investment project was not approved by the investment recipient country within a period of
twelve (12) months from the date of issuance of the IRC or the investment project is not commenced
with a period of twelve (12) months from the date on which the competent agency of the investment
recipient country approves the investment project.
2.
The investor fails to report in writing the status of operation of the investment project within a period
of twelve (12) months from the date on which there is a report on tax finalization or a document of
equivalent validity prescribed by the law of the investment recipient country.
3.
The investment duration expires in accordance with the law of the investment recipient country.
4.
The offshore economic organization is dissolved or is bankrupt in accordance with the law of the
investment recipient country.
5.
The investor transfers all of offshore investment capital to another foreign organization or individual.
6.
The investor is bankrupt or is dissolved in accordance with the law of Vietnam.
7.
The investor commits a breach of the law of Vietnam or of the law of the investment recipient country
resulting in termination of the validity of the IRC.
8.
The investor submits a file requesting termination of the validity of the IRC and the administrative
State body for investment approves [such request].
Article 66
Responsibility for administration of offshore investment activities
1.
The Ministry of Planning and Investment shall be responsible for supervision and general compilation
of offshore investment activities.
2.
The Ministry of Finance shall act as the focal point for management of offshore investment activities
using State investment capital in accordance with this Law and the law on investment of State owned
capital.
3.
The State Bank of Vietnam shall act as the focal point for supervision and control of foreign
exchange transactions in respect of offshore investment activities in accordance with this Law and
the law on foreign exchange.
4.
Ministries, braches and people's committees of provinces and cities under central authority shall
undertake administration of offshore investment activities depending on their assigned function of
State administration.
5.
Representative offices of Vietnam in foreign countries shall be responsible to supervise and support
investment activities of Vietnam in investment-recipient countries.
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CHAPTER VI
State Administration of Investment
Article 67
Contents of State administration of investment
1.
Formulation of strategies, master plans, specific plans and policies for investment in Vietnam and
offshore investment and directing the implementation thereof.
2.
Promulgation of legal instruments on investment; and organizing the implementation thereof; and
formulation of standards and technical regulations relating to investment activities.
3.
Guidance and assistance to investors in the implementation of administrative procedures, resolution
of difficulties and requests of investors.
4.
Issuance of IRCs and approval of investment policies in accordance with this Law.
5.
Guidance on and assessment of investment efficiency, checks, inspection and supervision of
investment activities, management and co-ordination of management of investment activities;
resolution of complaints and denunciations; grant of rewards; dealing with breaches during
investment activities.
6.
Formulation and management of a national system of information on investment activities;
compilation and reporting of investment activities.
7.
Organization of human resource training relating to investment activities.
8.
State administration of industrial zones, export processing zones, high-tech zones and economic
zones.
9.
Management of investment promotion activities.
10.
Negotiation and execution of international treaties relating to investment activities.
Article 68
Responsibilities for State administration of investment
1.
The Government shall exercise uniform State administration of investment activities in Vietnam and
offshore investment; direct formulation of strategy, master plans, plans and investment in
development as per industries, sectors and economic zones and implementation thereof; and
promulgate policies and legal instruments on investment.
2.
The Prime Minister of the Government shall direct ministries, branches and provincial people's
committees to implement the laws and policies on investment; approve or authorize [other agencies]
to approve master plans; make decisions on the investment policy in respect of investment projects
subject to his authority; make decisions on or permit establishment of high-tech zones and economic
zones; to direct resolution of problems arising during operation and management of investment
activities and falling outside the authority of ministries, branches and provincial people's committees;
make decisions suspending projects for which an IRC is issued or amended upon request of the
Ministry of Planning and Investment.
3.
The Ministry of Planning and Investment shall be responsible before the Government for undertaking
State administration of investment activities in Vietnam and offshore investment.
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4.
Ministries, ministerial equivalent bodies and Government bodies shall, within the scope of their
respective authority, be responsible for State administration of investment activities.
5.
People’s committees at all levels shall be responsible for State administration of investment within
their respective localities in accordance with the authority assigned or delegated to them by the
Government.
6.
Industrial zone, export processing zone, high-tech zone or economic zone management boards shall
exercise administration of investment projects in the respective industrial zones, export processing
zones, high-tech zones or economic zones as assigned by the Government or by the provincial
people's committee.
Article 69
Supervision and assessment of investment
1.
Administrative bodies for investment shall organize the supervision and assessment of investment
projects and the general supervision and assessment of investment.
2.
Investment projects must be subject to supervision and evaluation consistent with each type of
capital source as follows:
3.
(a)
With respect to projects using State owned capital, the competent State body shall conduct
supervision and evaluation in accordance with the law on public investment and the law on
investment and management of State owned capital invested in enterprises as per the content
and criteria of evaluation which have been approved;
(b)
With respect to projects using other sources of capital, the competent State body shall conduct
supervision and evaluation in terms of objectives and compliance with the relevant master plan
and investment policy approved by the authority, the investment schedule and the
implementation of the requirements for environmental protection, land use and use of other
resources in accordance with regulations.
Investment projects shall be subject to investment supervision by the community.
The Vietnam Fatherland Front at all level shall, depending on its duties and powers, conduct
investment supervision by the community.
4.
The objects of general supervision and assessment of investment shall comprise:
(a)
Promulgation of legal instruments providing detailed regulations and guidelines for
implementation thereof and implementation of the law on investment;
(b)
Status of implementation of investment projects;
(c)
Evaluation of results of investment implementation in the whole country, by ministries,
branches and localities; and of investment projects in accordance with delegated authority;
(d)
Reports to the State administrative body at the same level and the higher-level State
administrative body for investment on the results of assessment of investment, with
recommendations on measures for dealing with difficulties and breaches of the law on
investment.
Article 70
Organization of supervision and evaluation of investment
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1.
Investors shall be responsible to conduct supervision and evaluation of investment in their projects
and report investment activities in accordance with the stipulated regime.
2.
The investment policy approving body and the administrative body for investment shall conduct
supervision and evaluation of investment projects and investment activities under their management.
3.
A body or organization conducting evaluation shall itself conduct or hire an eligible or capable expert
or consultancy organization to conduct evaluation.
4.
The Government shall provide detailed regulations on supervision and evaluation of investment and
investment supervision by the community.
Article 71
Regime of investment reporting
1.
The Ministry of Planning and Investment shall compile reports and evaluate the status of nation-wide
implementation of the regime of investment reporting.
2.
The regime of periodical reporting shall be applicable to:
3.
4.
(a)
Administrative bodies for investment comprising provincial people's committees; departments
of planning and investment; and industrial zone, export processing zone, high-tech zone or
economic zone management boards;
(b)
Investors implementing investment projects in accordance with this Law.
Evaluation of the implementation of the regime of periodical reporting:
(a)
The Ministry of Planning and Investment shall compile and evaluate the status of
implementation of the regime of investment reporting of the bodies specified in paragraphs (a)
and (b) of clause 2 of this article on a quarterly basis.
(b)
The Ministry of Planning and Investment shall compile and evaluate the status of
implementation of the regime of investment reporting on an annual basis in order to submit a
report to the Prime Minister of the Government.
(c)
Provincial people's committees shall periodically compile and evaluate the status of
implementation of the regime of investment reporting stipulated in clause 2(c) of this article on
a quarterly basis and submit a report to the Ministry of Planning and Investment.
The regime of extraordinary investment reporting shall be implemented on the basis of the approved
annual examination or inspection program or plan.
Article 72
Mechanism of co-ordination of State administration of investment
The Ministry of Planning and Investment and ministries, branches or provincial people's committees shall
co-ordinate to implement the following duties:
1.
Formulation of legal instruments on investment and implementation thereof.
2.
Implementation of investment promotion activities in accordance with this Law.
3.
Issuance, amendment and revocation of IRCs in accordance with this Law.
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4.
Guidance, support and resolution of problems arising during operation of investment projects.
5.
Resolution of complaints and denunciations of organizations and individuals relating to investment
activities depending on their authority.
6.
Examination, inspection and supervision of implementation of the law on investment depending on
their authority.
7.
Training and fostering of administrative officials for investment; dissemination, publication and
guidelines for implementation of the laws and policies on investment.
8.
Operation of a national system of information on investment.
CHAPTER VII
Implementing Provisions
Article 73
Transitional provision
1.
Investment projects and foreign invested enterprises which currently operate in accordance with
investment licences, IRCs, business registration certificates or enterprise registration certificates
which were issued prior to the effective date of this Law shall be permitted to continue their operation
in accordance with the issued investment licences, IRCs, business registration certificates or
enterprise registration certificates.
2.
Where an enterprise or investor has a requirement, the competent State body shall provide a
replacement IRC or business registration certificate in accordance with this Law for the enterprise or
investor which currently operates in accordance with an investment licence, IRC, business
registration certificate or enterprise registration certificate.
3.
Investment projects implemented before the effective date of this Law and not in the category [of
investment projects] which require an IRC to be issued, shall not be required to carry out procedures
for issuance of an IRC stipulated in this Law; where an investor has a requirement for issuance of an
IRC, it shall carry out procedures for issuance of an IRC in accordance with this Law.
The Government shall provide detailed regulations for implementation of this clause.
Article 74
Effectiveness
1.
This Law shall be of full force and effect as of 1 July 2015.
2.
This Law shall repeal
(a)
The 2005 Law on Investment;
(b)
Articles 18.1 and 18.2 of the Law on High-tech;
(c)
Resolution 49/2010/QH12 of the National Assembly dated 19 June 2010 on projects and
works of national importance to be submitted to the National Assembly for decision on the
investment policy.
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This Law was passed by Legislature XIII of the National Assembly of the Socialist Republic of Vietnam at its
8th Session on [due to be held October – November] 2014.
Chairman of the National Assembly
NGUYEN SINH HUNG
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