Investment Law

Policies name Investment Law
Legislation type Law
Issue organization Vietnam Government
Field, industry Investment
Content

THE NATIONAL ASSEMBLY
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SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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Law No. 67/2014/QH13

Hanoi, November 26, 2014

LAW

ON INVESTMENT

Pursuant to Constitution of Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law deals with business investments in Vietnam and outward business investments.

Article 2. Regulated entities

This Law applies to investors, other organizations and individuals (hereinafter referred to as entities) involved in business investment.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Register office means the regulatory body competent to issue, adjust, and revoke Certificates of investment registration.

2. Investment project means a collection of proposal to make midterm or long-term capital investment in business in a particular administrative division over a certain period of time.

3. Expansion project means a project to make investment to expand the scale, improve the capacity, apply new technologies, reduce pollution or improve the environment.

4. New investment project means a project that is executed for the first time or a project independent from any other running project.

5. Business investment means an investor’s investing capital to do business by establishing a business organization; making capital contribution, buying shares or capital contributions to a business organization; making investments in the form of contracts or execution of investment projects.

6. Certificate of investment registration means a paper or electronic document bearing registered information about the investment project of the investor.

7. National investment database means a system of professional information meant for monitoring, assessment, and analysis of investments nationwide in order to serve state management tasks and support for investors’ investment making process.

8. Public-Private Partnership contract (hereinafter referred to as PPP contract) means a contract between a competent authority and an investor or project management enterprise to execute an investment project as prescribed in Article 27 of this Law.

9. Business cooperation contract means a contract between investors for business cooperation and distribution of profits, products without establishment of a new business organization.

10. Export-processing zone means an industrial park specialized in manufacturing of exported products or provision of services for manufacturing of exported products and export.

11. Industrial park means an area with a defined geographical boundary specialized in industrial production and provision of services for industrial production.

12. Economic zone means an area with a defined geographical boundary which consists of multiple sectors and is meant to attract investments, develop socio-economic, and protect national defense and security.

13. Investor means an organization or individual that makes business investments. Investors include Vietnamese investors, foreign investors, and foreign-invested business organizations.

14. Foreign investor means an individual holding a foreign nationality or an organization established under foreign laws an making business investment in Vietnam.

15. Vietnamese investor means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors.

16. Business organization means an organization established and run in accordance with Vietnam’s laws. Business organizations include companies, cooperatives, cooperative associations, and other organizations that make business investments.

17. Foreign-invested business organization means a business whose members or shareholders are foreign investors.

18. Capital means money and other assets used invested in business.

Article 4. Application of the Law on Investment, relevant laws and international agreements

1. Investments made within Vietnam’s territory must comply with this Law and relevant laws.

2. Where regulations on banned business lines, conditional business lines, or investment procedures in this Law and other laws are inconsistent, regulations of this Law shall apply, except for investment procedures prescribed in the Law on Securities, the Law of credit institution, the Law on Insurance, and the Law on Petroleum.

3. Where regulations of this Law and those of an international agreement to which the Socialist Republic of Vietnam is a signatory are inconsistent, the latter shall apply.

4. With regard to any contract to which at least a party is a foreign investor or a business organization defined in Clause 1 Article 23 of this Law, the parties to which may reach an agreement on whether to apply foreign laws or international practice if such agreement does not contravene Vietnam’s laws.

Article 5. Policies on business investment

1. Investors are entitled to make investments in the business lines that are not banned in this Law.

2. Investors may decide their business investments on their own in accordance with this law and relevant laws; may access and make use of loan capital, assistance funds, land, and other resources as prescribed by law.

3. The ownership of assets, capital, income, another the lawful rights and interests of investors are recognized and protected by the State.

4. The State shall treat investors equitably; introduce policies to encourage and enable investors to make business investment and to ensure sustainable development of economic sectors.

5. International agreements on business investment to which Socialist Republic of Vietnam is a signatory are upheld by the State.

Article 6. Banned business lines

1. The investments in the activities below are banned:

a) Trade in the narcotic substances specified in Appendix I hereof;

n) Trade in the chemicals and minerals specified in Appendix I of this Law;

c) Trade in specimens of wild flora and fauna specified in Appendix 1 of Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of rare and/or endangered species of wild fauna and flora in Group I of Appendix 3 hereof;

d) Prostitution;

dd) Human trafficking; trade in human tissues and body parts;

e) Business pertaining to human cloning.

2. The Government’s regulations shall apply to production and use of products mentioned in Points a, b, and c Clause 1 of this Article during analysis, testing, scientific research, medical research, pharmaceutical production, criminal investigation, national defense and security protection

Article 6. Conditional business lines

1. Conditional business lines are the business lines in which the investment must satisfy certain conditions for reasons of national defense and security, social order and security, social ethics, or public health.

2. The List of conditional business lines is provided in Appendix 4 hereof.

3. Conditions for making investments in the business lines mentioned in Clause 2 of this Article are specified in the Laws, Ordinances, Decrees, and the international agreements to which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial agencies, the People’s Council, People’s Committees, and other entities must not issue regulations on conditions for making business investments.

4. Conditions for making business investments must be appropriate for the objectives in Clause 1 of this Article, ensure transparency, objectivity, not wasting time or money of investors.

5. The conditional business lines and the corresponding conditions shall be posted on the National Company Registration Portal.

6. The Government shall elaborate the announcement and control of conditions for business investments.

Article 8. Amendments to the Lists of banned business lines and the List of conditional business lines

Depending on the socio-economic conditions and state management requirements in each period, the Government shall review the banned business lines, conditional business lines and propose amendments to Article 6 and Article 7 to the National Assembly.

Chapter II

INVESTMENT ASSURANCE

Article 9. Assurance of asset ownership

1. Lawful assets of investors shall not be nationalized or confiscated by administrative measures.

2. Where an asset is bought or commandeered by the State of reasons of national defense and security, national interests, state of emergency, prevention or recovery of natural disaster, the investor shall be reimbursed or compensated in accordance with regulations of law on property commandeering and relevant regulations of law.

Article 10. Assurance of business investment

1. Investors are not required by the State to satisfy the following requirements:

a) Give priority to buying, using domestic goods/services; or only buy, use goods/services provided by Vietnamese producers/service providers;

b) Achieve a certain export target; restrict the quantity, value, types of goods/services that are exported or produced/provided in Vietnam;

c) Import a quantity/value of goods that is equivalent to the quantity/value of goods exported; or balance foreign currencies earned from export to meet import demands;

d) Reach a certain rate of import substitution;

dd) Reach a certain level/value of domestic research and development;

e) Provide goods/service at a particular location in Vietnam or overseas;

g) Have the headquarter situated at a location requested by a competent authority.

2. Depending on the orientation of socio-economic development, foreign exchange management policies, and the ability to balance foreign exchange in each period, the Prime Minister shall decide the assurance of fulfillment of demands for foreign currencies of investment projects the investment policies subject to issuance of decisions on investment policies by the National Assembly, the Prime Minister, and other important projects of investment in infrastructural development.

Article 11. Assurance of transfer of foreign investors’ assets to abroad

After all financial obligations to Vietnamese government are fulfilled, foreign investors are permitted to transfer the following assets to abroad:

1. Capital and liquidations;

2. Income from business investment;

3. Money and other assets under the lawful ownership of the investors.

Article 12. The Government’s guarantee for some important projects

1. The Prime Minister shall decide the provision of guarantees for contract execution by competent authorities or state-owned companies participating in investment projects subject to issuance of decisions on investment policies by the National Assembly, the Prime Minister, and other important projects of investment in infrastructural development.

2. The Government shall elaborate this Article.

Article 13. Assurance of business investment upon changes of laws

1. Where a new law that provides more favorable investment incentives that those currently enjoyed by investor is promulgated, investors shall enjoy the new incentives for the remaining period of the incentive enjoyment of the project.

2. Where a new law that provides less favorable investment incentives that those currently enjoyed by investor is promulgated, investors shall keep enjoying the current incentives for the remaining period of the incentive enjoyment of the project.

3. The regulations in Clause 2 of this Article do not apply if regulations of law are changed for reasons of national defense and security, social order and security, social ethics, public health, or environmental protection.

4. Where an investor is no longer eligible for investment incentives prescribed in Clause 3 of this Article, one or some of the following solutions shall be adopted:

a) Deduct the damage actually suffered by the investor from the investor's taxable income;

b) Adjust the objectives of the investment project;

c) Assist the investor in recovery from damage.

5. With regard to the investment assurance measure in Clause 4 of this Article, the investor shall make a written request within 03 years from the effective date of the new law.

Article 14. Settlement of disputes over business investment

1. Disputes over business investments in Vietnam shall be settled through negotiation and conciliation. If the dispute settlement cannot be reached through negotiation and conciliation, the dispute shall be resolved by arbitration or by the court in accordance with Clauses 2, 3, and 4 of this Article.

2. Every dispute between a Vietnamese investor and a foreign-invested business organization, or between a Vietnamese investor, a foreign-invested business organization and a regulatory body over business investments within Vietnam’s territory shall be settled by Vietnam’s arbitration or court, except for the cases in Clause 3 of this Article.

3. Every dispute between investors, one of which is a foreign investor or a business organization defined in Clause 1 Article 23 of this Law, shall be settled by one of the following agencies/organizations:

a) Vietnam’s court;

b) Vietnam’s arbitration;

c) Foreign arbitration;

d) International arbitration;

dd) An arbitral tribunal established by the parties in dispute.

4. Every dispute between a foreign investor and a regulatory body over business investments within Vietnam’s territory shall be settled by Vietnam’s arbitral tribunal or Vietnam’s court, unless otherwise agreed or prescribed by an international agreement to which the Socialist Republic of Vietnam is a signatory.

Chapter III

INCENTIVES AND SUPPORT FOR INVESTMENT

Section 1: INVESTMENT INCENTIVES

Article 15. Forms and beneficiaries of investment incentives

1. Forms of incentives:

a) Application of a lower rate of corporate income tax for a certain period of time or throughout the project execution; exemption, reduction of corporate income tax;

b) Exemption or reduction of import tax on goods imported as fixed assets; raw materials, supplies, and parts used for the project;

c) Exemption, reduction of land rents, land levy.

2. Beneficiaries of investment incentives:

a) Projects of investment in the business lines given investment incentives specified in Clause 1 Article 16 of this Article;

b) Investment projects in the administrative divisions given investment incentives specified in Clause 2 Article 16 of this Article;

c) Any project in which the capital investment is at least VND 6,000 billion, or at least VND 6,000 billion is disbursed within 03 years from the day on which the Certificate of investment registration or decision on investment policies is issued;

d) Any investment project in a rural area that employ at least 500 workers;

dd) High-tech companies, science and technology companies, and science and technology organizations.

3. Investment incentives shall be given to new investment projects and expansion projects. The level of each type of incentives shall be specified by regulations of law on taxation and land.

4. Regulations in Points b, c, and d Clause 2 of this Article do not apply to mineral extraction projects; projects to manufacture/sale of goods/services subject to special excise tax according to the Law on special excise tax, except for car manufacturing.

Article 16. Business lines and administrative divisions given investment incentives

1. Business lines given investment incentives:

a) High-tech activities, high-tech ancillary products; research and development;

b) Production of new materials, new energy, clean energy, renewable energy; productions of products with at least 30% value added; energy-saving products;

c) Production of key electronic, mechanical products, agricultural machinery, cars, car parts; shipbuilding;

d) Production of ancillary products serving textile and garment industry, leather and footwear industry, and the products in Point c of this Clause;

dd) Production of IT products, software products, digital contents;

e) Cultivation, processing of agriculture products, forestry products, aquaculture products; afforestation and forest protection; salt production; fishing and ancillary fishing services; production of plant varieties, animal breads, and biotechnology products;

g) Collection, treatment, recycling of waste;

h) Investment in development, operation, management of infrastructural works; development of public passenger transportation in urban areas;

i) Preschool education, compulsory education, vocational education;

k) Medical examination and treatment; production of medicines, medicine ingredients, essential medicines, medicines for prevention and treatment of sexually transmitted diseases, vaccines, biologicals, herbal medicines, orient medicines; scientific research into preparation technology and/or biotechnology serving creation of new medicines;

l) Investment in sport facilities for the disabled or professional athletes; protection and development of cultural heritage;

m) Investment in geriatric centers, mental health centers, treatment for agent orange patients; care centers for the elderly, the disabled, orphans, street children;

n) People's credit funds, microfinance institutions

2. Administrative divisions given investment incentives:

a) Administrative divisions in disadvantaged area or extremely disadvantaged areas;

b) Industrial parks, export-processing zones, hi-tech zones, economic zones.

3. According to regulations of Clause 1 and Clause 2 of this Article, the Government shall compile and adjust the List of business lines given investment incentives and the List of administrative divisions given investment incentives.

Article 17. Procedures for investment incentives

1. If the project has been granted a Certificate of investment registration, the registry office shall write the investment incentives, bases, and conditions for provision of investment incentives on the Certificate of investment registration.

2. If a Certificate of investment registration is not required, the investor shall be given investment incentives if the conditions for investment incentives are satisfied without having to apply for a certificate of investment. In this case, the investor shall determine the investment incentives and follow procedures for investment incentives at the tax authority, finance authority, or customs authority according to the conditions for investment incentives in Article 15 and Article 16 of this Law.

Article 18. Expansion of investment incentives

The government shall request the National Assembly to decide provision of investment incentives other than those in this Law and other laws when the development of some especially important field or administrative - economic units is necessary.

Section 2: INVESTMENT SUPPORT

Article 19. Forms of investment support

1. Forms of investment support:

a) Support for development of technical infrastructure, social infrastructure, and beyond the perimeter of the project;

b) Support for training and development of human resources;

c) Credit support;

d) Support for access to business premises; support for relocation of manufacturing facilities from urban areas;

dd) Support for scientific & technological research, technology transfers;

e) Support for market development, information provision;

g) Support for research and development.

2. The Government shall specify the form investment support in Clause 1 of this Article which is provided for medium and small companies, high-tech companies, science and technology companies, and science and technology organizations, companies investing in agriculture and rural areas, companies investing in education, dissemination of laws, and other beneficiaries in conformity with socio-economic development in each period.

Article 20. Support for development of infrastructure of industrial parks, export-processing zones, hi-tech zones, economic zones

1. Pursuant to the approved master plan for development of industrial parks, export-processing zones, hi-tech zones, economic zones, ministers, ministerial agencies, the People’s Committees of provinces shall make development investment plans and organize the construction of technical infrastructure, social infrastructure beyond industrial parks, export-processing zones, hi-tech zones, and specialized sectors of economic zones.

2. The State shall provide support for part of the capital investment in development from the state budget and concessional loan capital in order to synchronously develop the technical infrastructure, social infrastructure within and beyond the perimeter of industrial parks in disadvantaged areas or extremely disadvantaged areas.

3. The State shall provide support for part of the capital investment in development from the state budget, concessional loan capital, and employ other capital mobilization methods to develop the technical infrastructure, social infrastructure in economic zone and hi-tech zones.

Article 21. Development of housing, public facilities and amenities for workers in industrial parks, hi-tech zones, and economic zones

1. Pursuant to the master plan for development of industrial parks, hi-tech zones, and economic zones approved by competent authorities, the People’s Committees of provinces shall make planning and prepare land for development of housing, public facilities and amenities for workers in industrial parks, hi-tech zones, and economic zones.

2. If there are difficulties in provision of land for development of housing, public facilities and amenities for workers in industrial parks, hi-tech zones, and economic zones, competent authorities shall adjust industrial park planning in order to use part of the land area for development of housing, public facilities and amenities.

Chapter IV

INVESTMENT IN VIETNAM

Section 1: FORMS OF INVESTMENT

Article 22. Investment in establishment of a business organization

1. Investors may establish business organizations in accordance with law. Before establishing a business organization, the foreign investor must have an investment project and apply for a Certificate of investment registration following the procedures in Article 37 of this Law, and satisfy the following conditions:

a) The investor’s charter capital satisfies the requirements in Clause 3 of this Article;

b) The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory.

2. Every foreign investor shall execute the investment project via a business organization established in accordance with Clause 1 of this Article, except for the case in which investment is made by contributing capital, buying shares, buying capital contributions, or making investments under contracts.

3. Foreign investors may own an indefinite amount of charter capital invested in business organizations, except for the following cases:

a) The holdings of the foreign investors at listed companies, public companies, securities-trading organizations, and securities investment funds are conformable with regulations of law on securities;

b) The holdings of the foreign investors at state-owned companies that have been equitized or converted are conformable with regulations of law on equitization and conversion of state-owned companies;

c) With regard to holdings of the foreign investors in other cases than those mentioned in Point a and Point b of this Clause, relevant regulations of law and the international agreements to which the Socialist Republic of Vietnam is a signatory shall apply.

Article 23. Investments made by foreign-invested business organizations

1. When establishing business organizations, contributing capital, buying shares or capital contributions of business organizations; making investments under business cooperation contracts in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:

a) 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership;

b) 51% of charter capital or more is held by the business organizations mentioned in Point a of this Clause;

c) 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause.

2. Foreign-invested business organizations in other cases than those mentioned in Points a, b, and c of this Clause shall satisfy conditions and follow investment procedures applied to Vietnamese investors when establishing business organization, when making investment by contributing capital, buying shares, buying capital contribution of business organizations, when making investments under business cooperation contracts.

3. If a foreign-invested business organization that is established in Vietnam has a new investment project, procedures for such investment project shall be followed without having to establish a new business organization.

4. The government shall specify the procedures for establishing business organizations to execute investment projects of foreign investors and foreign-invested business organizations.

Article 24. Making investment by contributing capital, buying shares, or buying capital contributions of business organizations  

1. Investors are entitled to contribute capital, buy shares, or buy capital contributions of business organizations.

2. Foreign investors making investment by contributing capital, buying shares, buying capital contribution of business organizations shall comply with regulations in Article 25 and Article 26 of this Law.

Article 25. Methods and conditions for making capital contributions to business organizations, buying shares or capital contributions of business organizations

1. Foreign investors may contribute capital to business organizations in the following manners:

a) Buy shares of joint-stock companies through IPOs or additional issuance;

b) Contribute capitals to limited liability companies and partnerships;

c) Contribute capital to other business organizations not mentioned in Point a and Point b of this Clause.

2. Foreign investors shall buy shares or capital contributions of business organization in the following manners:

a) Buy shares of joint-stock companies from the companies or their shareholders;

b) Buy capital contributions to limited liability companies by their members and become members of limited liability companies;

c) Buy capital contributions to partnerships by partners and become partners;

d) Buy capital contributions to business organizations other than those mentioned in Points a, b, and c of this Clause from their members.

3. The contribution of capital, purchase of shares or capital contributions of foreign investors in the manners in Clause 1 and Clause 2 of this Article must satisfy the conditions in Point a and Point b Clause 1 Article 22 of this Law.

Article 26. Procedures for making investment by contributing capital, buying shares, or buying capital contributions

1. An investor shall follow the register the capital contribution, purchase of shares, or capital contributions in the following cases:

a) The investor contributes capital, buy shares or capital contributions of business organizations engaged in business lines subject to conditions applied to foreign investors.

b) 51% of charter capital of the business organization or more is held by foreign investors and/or business organizations mentioned in Clause 1 Article 23 of this Law after the capital is contributed, or shares/capital contributions are purchased.

2. An application for registration of capital contribution or purchase of shares/capital contribution:

a) A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment;

b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).

3. Procedures for registration of capital contribution or purchase of shares/capital contributions:

a) The investor shall submit the application prescribed in Clause 2 of this Article at the Service of Planning and Investment of the province where the headquarter of the business organization is situated;

b) If the contribution of capital, purchase of shares/capital contributions satisfies the conditions in Point a and Point b Clause 1 Article 22 of this Law, the Service of Planning and Investment shall send a written notification to the investor within 15 days from the day on which the satisfactory application is received in order for the investor to follow procedures for changing shareholders/members as prescribed by law. If conditions are not satisfied, the Service of Planning and Investment shall notify the investor in writing and provide explanation.

4. Investors other than those mentioned in Clause 1 of this Article shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, buying shares/capital contributions of business organizations. If such investors wish to register the capital contribution or purchase of shares/capital contributions, regulations in Clause 3 of this Article shall be followed.

Article 27. Investment under PPP contracts

1. Investors and project management companies shall sign PPP contracts with competent authorities to execute an investment project to build new infrastructural works, to improve, upgrade, expand, manage, and operate infrastructural works, or to provide public services.

2. The Government shall specify the fields, conditions, and procedures for executing investment projects under PPP contracts.

Article 28. Investment under business cooperation contracts

1. Business cooperation contracts signed between Vietnamese inventors are executed in accordance with civil laws.

2. Procedures for issuance of Certificates of investment registration in Article 37 of this Law shall apply to business cooperation contracts signed between a Vietnamese investor with a foreign investor, or between foreign investors.

3. Parties to a business cooperation contract shall establish a steering board to execute BBC. Functions, tasks, powers of the steering board shall be agreed by the parties.

Article 29. Contents of a business cooperation contract

1. A business cooperation contract shall contain:

a) Names, addresses, authorized representatives of parties to the contract; business address or project address;

b) Objectives and scope of business;

c) Contributions by parties to the contract and distribution of profits;

d) Schedule and duration of the contract;

d) Rights and obligations of parties to the contract;

e) Adjustment, transfer, termination of contracts;

g) Responsibilities for breaches of contract; method of dispute settlement.

2. During the execution of a business cooperation contract, parties may reach an agreement on using assets derived from the business cooperation to establish a company in accordance with regulations of law on companies.

3. Parties to a business cooperation contract may reach other agreements that do not contravene law.

Section 2: PROCEDURES FOR DECISION ON INVESTMENT POLICIES

Article 30. The National Assembly’s authority to issue decisions on investment policies

Except for the projects subject to issuance of decisions on investment policies by the National Assembly according to regulations of law on public investment, the National Assembly shall issue decisions on investment policies of the following projects:

1. Projects that have significant effects on the environment or potentially have seriously affect the environment, including:

a) Nuclear power plants;

b) Projects that change purposes of land in national parks, wildlife sanctuaries, landscape sanctuaries, experimental forests of 50 hectares or larger; headwaters protective forests of 50 hectares or larger; protection forests meant for protection against wind, sand, waves, land reclamation, environmental protection of 500 hectares or larger, production forests of 1,000 hectares or above;

2. Projects that change purposes of land meant for rice cultivation with two or more crops of 500 hectares or larger;

3. Projects that require relocation of 20,000 people or more in highlands; 50,000 people or more in other areas;

4. Projects that require special policies decided by the National Assembly.

Article 31. The Prime Minister’s authority to issue decisions on investment policies

Except for the projects subject to issuance of decisions on investment policies by the Prime Minister according to regulations of law on public investment and the projects mentioned in Article 30 of this Law, the Prime Minister shall issue decisions on investment policies of the following projects:

1. The following projects regardless of capital sources:

a) Projects that require relocation of 10,000 people or more in highlands; 20,000 people or more in other areas;

b) Construction and operation of airports; air transport;

c) Construction and operation of national seaports;

d) Petroleum exploration, extraction, and refinery;

dd) Betting and casino services;

e) Cigarette production;

g) Development of infrastructure of industrial parks, export-processing zones, and specialized sectors in economic zone;

h) Construction and operation of golf courses;

2. Projects not mentioned in Clause 1 of this Article in which investment is VND 5 billion or above;

3. Projects of investment of foreign investors in sea transport, provision of telecommunications services with network infrastructure; afforestation, publishing, journalism, establishment of wholly foreign-invested science and technology organizations or science and technology companies;

4. Other projects subject to issuance of decisions on investment policies by the Prime Minister as prescribed by law.

Article 32. Authority to issue decisions on investment policies of the People’s Committees of provinces

1. Except for the projects subject to issuance of decisions on investment policies by the People’s Committee of the provinces according to regulations of law on public investment and the projects mentioned in Article 30 and Article 31 of this Law, the People’s Committees of provinces shall issue decisions on investment policies of the following projects:

a) Projects that use land allocated or leased out by the State without auction or bidding or transfer; projects that require changes of land purposes;

b) Projects that use technologies on the List of technologies restricted from transfer prescribed by regulations of law on technology transfers.

2. The investment policies of investment projects in Point a Clause 1 of this Article executed at industrial parks, export-processing zones, hi-tech zones, and economic zones in conformity with planning approved by competent authorities are not subject to approval of the People’s Committees of provinces.

Article 32. Documents and procedures for decision on investment policies by the People’s Committees of provinces

1. A project dossier consists of:

a) A written request for permission for execution of the investment project;

b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).

c) An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;

d) Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;

dd) Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;

e) Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of this Law, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;

g) The business cooperation contract (if the project is executed under a business cooperation contract).

2. 7. The investor shall submit the dossier specified in Clause 1 of this Article to the registry office.

Within 35 days from the day on which the project dossier is received, the registry office shall notify the investor of the result.

3. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send written requests for opinions from the regulatory agencies as prescribed in Clause 6 of this Article.

4. Within 15 days from the receipt of the project dossier, the inquired agencies shall send written responses to the registry office.

5. The land authority shall provide copies of maps, the planning authority shall provide information about planning as the basis for making appraisal as prescribed in this Article within 05 working days from the receipt of the registry office’s request.

6. Within 25 days from the day on which the investment project dossier is received, the registry office shall make and submit an appraisal report to the People’s Committee of the province. The report shall contain:

a) Information about the project: information about the investor, objectives, scale, location, and duration of the project;

b) Assessment of the foreign investor’s fulfillment of investment conditions (if any);

c) Assessment of conformity of the investment project with the master socio-economic development planning, industrial planning, and land planning; assessment of socio-economic effects of the project;

d) Assessment of investment incentives and fulfillment of conditions for investment incentives (if any);

dd) Assessment of legal basis of investor’s rights to use investment premises If a request for allocation of land, lease of land, or change of land purposes is made, the investor’s fulfillment of conditions for using land, land allocation, land lease, and change of land purposes shall be assessed in accordance with regulations of law on land;

e) Assessment of technologies applied to the investment project (if the project is one of those mentioned in Point b Clause 1 Article 32 of this Law).

7. Within 07 working days from the receipt of the project dossier and appraisal report, the People’s Committee of the province shall issue the decision on investment policies. In case of rejection, a written response providing explanation shall be made.

8. The decision on investment policies made by the People’s Committee of the province shall specify:

a) Name of the investor in the project;

b) Name, objectives, scale, investment capital, and duration of the project;

c) Location of the project;

d) Schedule for project execution: schedule for capital contribution and capital raising; schedule for infrastructural development and inauguration (if any); schedule of each stage (if the project is divided into multiple stages);

dd) Applied technologies;

e) Investment incentives, support, and conditions (if any);

g) Effective period of the decision on investment policies.

9. The government shall specify the documents and procedures for appraising investment projects of which investment policies are decided by the People’s Committees of provinces.

Article 34. Documents and procedures for decision of investment policies by the Prime Minister

1. The investor shall submit the project dossier to the local registry office. The dossier consists of:

a) The documents mentioned in Clause 1 Article 33 of this Law;

b) Land clearance and relocation plan (if any);

c) Preliminary assessment of environmental impacts and environmental protection measures;

d) Assessment of socio-economic effects of the project.

2. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send it to the Ministry of Planning and Investment and send written requests for opinions from the regulatory agencies as prescribed in Clause 6 of this Article.

3. Within 15 days from the receipt of the request, the inquired agencies shall send written responses to the registry office and the Ministry of Planning and Investment.

4. Within 25 days from the day on which the project dossier is received, the registry office request the People’s Committee of the province to appraise the project dossier and send it to the Ministry of Planning and Investment.

5. Within 15 days from the receipt of the documents mentioned in Clause 4 of this Article, the Ministry of Planning and Investment shall appraise the project dossier and make an appraisal reports as prescribed in Clause 5 Article 33 of this Article, the request the Prime Minister to issue decisions on investment policies.

6. The Prime Minister shall consider deciding investment policies as prescribed in Clause 8 Article 33 of this Law.

7. The government shall specify the documents and procedures for appraising investment projects of which investment policies are decided by the Prime Minister.

Article 35. Documents and procedures for issuance of decision on investment policies by the National Assembly

1. The investor shall submit the dossier to the local registry office. The dossier consists of:

a) The documents mentioned in Clause 1 Article 33 of this Law;

b) Land clearance and relocation plan (if any);

c) Preliminary assessment of environmental impacts and environmental protection measures;

d) Assessment of socio-economic effects of the project;

dd) Proposed special policies (if any).

2. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send the project dossier to the Ministry of Planning and Investment, and then the Ministry of Planning and Investment shall send a report to the Prime Minister and request an establishment of an Appraisal Council.

3. Within 90 days from its establishment, the Appraisal Council shall appraise the project dossier and make a report in accordance with Clause 5 Article 33 of this Law, then submit it to the Prime Minister.

4. At least 60 days before the opening of the General Meeting of the National Assembly, the Government shall submit the decision on investment policies to the agency in charge of appraisal of the National Assembly.

5. The decision on investment policies shall be enclosed with:

a) The Government’s report

b) The project dossier prescribed in Clause 1 of this Article;

c) The appraisal report made by the Appraisal Council;

d) Relevant documents.

6. Appraisal contents:

a) Fulfillment of the criteria for identification of a project subject to issuance of decisions on investment policies by the National Assembly;

b) Necessity of the project;

c) Conformity of the project with the master socio-economic development planning, industrial planning, and land and other resources planning;

d) Objectives, scale, location, time, schedule for project execution; demand for land use, land clearance and relocation plan, selection of primary technologies, environmental protection solutions;

dd) Capital investment and capital raising plan;

e) Assessment of socio-economic effects;

g) Special policies; Investment incentives, support, and conditions (if any).

7. The Government and relevant entities are responsible for providing sufficient information and documents serving the appraisal; provide explanation for the project contents at the request of the agency in charge of appraisal of the National Assembly.

8. The National Assembly shall consider passing a Resolution on investment policies, which consists of:

a) Name of the investor in the project;

b) Name, objectives, scale, investment capital, duration of the project, capital contribution and capital raising schedule;

c) Location of the project;

d) Schedule of the project: schedule of infrastructural development and inauguration (if any); schedule of achievements of primary targets and items; targets, duration, and operations of each stage (if the project is divided into multiple stages);

dd) Applied technologies;

e) Special policies; Investment incentives, support, and conditions (if any);

g) Effective period of the Resolution on investment policies.

9. The Government shall specify documents and procedures for appraisal of project dossiers by Appraisal Council.

Section 3: PROCEDURES FOR ISSUANCE, ADJUSTMENT, AND REVOCATION OF CERTIFICATE OF INVESTMENT REGISTRATION  

Article 36. Cases in which the Certificate of investment registration is required

1. The Certificate of investment registration is required in the following cases:

a) Investment projects of foreign investors;

b) Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Article.

2. Cases in which the Certificate of investment registration is not required:

a) Investment projects of Vietnamese investors;

b) Investment projects of the business organizations mentioned in Clause 2 Article 23 of this Article;

c) Investment is made by contributing capital, buying shares, or buying capital contributions of business organizations.

3. Vietnamese investors and the business organizations mentioned in Clause 2 Article 23 of this Article shall execute the projects mentioned in Article 30, Article 31, and Article 32 of this Law after their investment policies are decided.

4. Any investor that wishes to obtain a Certificate of investment registration for a project prescribed in Point a or Point b Clause 2 of this Article shall follow the procedures in Article 37 of this Article.

Article 37. Procedures for issuance of Certificate of investment registration

1. If the project is subject to issuance of a decision on investment policies as prescribed in Article 30, Article 31, and Article 32 of this Law, the registry office shall issue the Certificate of investment registration to the investor within 05 working days from the receipt of the decision on investment policies.

2. If the project it not subject to issuance of a decision on investment policies as prescribed in Article 30, Article 31, and Article 32 of this Law, the investor shall follow the procedures below:

a) The investor shall submit the documents mentioned in Clause 1 Article 33 of this Law to the registry office;

b) Within 15 days from the receipt of sufficient documents, the registry office shall issue the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.

Article 38. Competence to issue, adjust, and revoke Certificates of investment registration

1. Management boards of industrial parks, export-processing zones, hi-tech zones, economic zones shall receive, issue, adjust, and revoke Certificates of investment registration of the investment projects located therein.

2. The Services of Planning and Investment shall zones shall receive, issue, adjust, and revoke Certificates of investment registration of the investment projects outside industrial parks, export-processing zones, hi-tech zones, economic zones, except for the case in Clause 3 of this Article.

3. The Service of Planning and Investment of the province where the investor intends to place the head office or operating office to execute the investment project shall receive, issue, adjust, and revoke Certificates of investment registration of:

a) Any investment project that spreads over multiple provinces;

b) Any investment project executed both inside and outside industrial parks, export-processing zones, hi-tech zones, and economic zones;

Article 39. Contents of Certificate of investment registration

1. Code of the project.

2. Name and address of the investor.

3. Name of the project.

4. Location and area of the project.

5. Objectives and scale of the project.

6. Capital investment in the project (including the investor's capital and raised capital), capital contribution and capital raising schedule.

7. Duration of the project.

8. Project execution schedule: schedule of infrastructural development and inauguration (if any); schedule of achievements of primary targets and items; targets, duration, and operations of each stage (if the project is divided into multiple stages);

9. Investment incentives, support, and conditions (if any).

10. Conditions applied to the investor (if any).

Article 40. Adjusting the Certificate of investment registration

1. When the Certificate of investment registration has to be adjusted, the investor shall follow the procedures for adjusting the Certificate of investment registration.

2. An application for adjustment to the Certificate of investment registration consists of:

a) A written request for adjustment to the Certificate of investment registration;

b) A report on project execution up to the date of project adjustment;

c) A decision on adjustments to the investment project;

d) Documents mentioned in Points b, c, d, dd and e Clause 1 Article 33 of this Article relevant to the adjustments.

3. Within 10 working days from the day on which the satisfactory application is received as prescribed in Clause 1 of this Article, the registry office shall adjust the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.

4. If the project is subject to issuance of a decision on investment policies, the registry office shall follow the procedures for issuance of a decision on investment policies before adjusting the Certificate of investment registration if the adjustments are pertaining to the objectives, targets, primary technologies of the project, increase or decrease of capital investment by more than 10%, project duration, changes of investors or conditions applied to investors (if any).

5. If the adjustment to the Certificate of investment registration makes the project subject to issuance of a decision on investment policies, the registry office shall follow the procedures for issuance of a decision on investment policies before adjusting the Certificate of investment registration.

Article 41. Revoking the Certificate of investment registration

1. The registry office shall revoke the Certificate of investment registration in case a project is terminated as prescribed in Clause 1 Article 48 of this Law.

2. The Government shall specify the procedures for revoking the Certificate of investment registration.

Section 4: PROJECT EXECUTION

Article 42. Assurance of project execution

1. The investor shall pay a deposit for assurance of project execution if his/her project uses land allocated or leased out by the State, or is permitted by the State to change land purposes.

2. The deposit is equal to 1% - 3% of the capital investment, depending on the scale, characteristics, and execution schedule of the project.

3. The deposit shall be returned to the investor according to the project schedule, except for the case in which it is not returned.

4. The Government shall elaborate this Article.

Article 43. Durations of investment projects

1. The duration of an investment project inside an economic zone shall not be longer than 70 years.

2. The duration of an investment project in outside an economic zone shall not be longer than 50 years. The duration of a project in an disadvantaged area or extremely disadvantaged area or a project with slow rate of capital recovery may be longer but not extending 70 years.

3. If a project uses land allocated or leased by the State, but the transfer of land is delayed, the delay shall not be included in the project duration.

Article 44. Assessment of machinery, equipment and technological line

1. The investor is responsible for quality of machinery, equipment and technological line used for the project as prescribed by law.

2. Where it is necessary for state management of science and technology or determination of tax basis, competent regulatory bodies shall request independent assessment of quality and value of machinery, equipment and technological line.

Article 45. Project transfer

1. The investor is entitled to transfer part or all of the project to another investor when the following conditions are satisfied:

a) The project is not terminated in the cases as prescribed in Clause 1 Article 48 of this Law;

b) Investment conditions applied to foreign investors are satisfied in case the foreign investor receives a project of investment in conditional business lines;

c) Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land;

d) Conditions in the Certificate of investment registration or relevant regulations of law are complied with.

2. Where transferring a project subject to issuance of the Certificate of investment registration, the investor shall submit the documents mentioned in Clause 1 Article 33 of this Law and the project transfer contract in order to change the investor.

Article 46. Extension of project schedule

1. If the Certificate of investment registration or decision on investment policies has been issued, the investor shall submit written proposals to the registry office when extending the capital contribution schedule, construction schedule, and inauguration schedule (if any); schedule for target achievements.

2. Contents of the proposal:

a) The progress of the project and fulfillment of financial obligation to the State since the issuance of the Certificate of investment registration or decision on investment policies up to the extension date;

b) Explanation and length of extension;

c) Plan for carrying on the project, including capital contribution plan, infrastructural development schedule, and inauguration schedule;

d) The investor’s commitment to carry on the project.

3. The extension shall not exceed 24 months. In force majeure events, the time for recovery shall not be included in the extension.

4. Within 15 days from the receipt of the proposal, the registry office shall offer its opinions in writing.

Article 47. Project suspension and termination

1. When suspending the project, the investor must notify the registry office in writing. If the project has to be suspended in a force majeure event, the investor shall be exempt from paying land rents for the suspension period, which is necessary for recovery from the event.

2. The investment authority shall decide to suspend part or all of the project in the following cases:

a) For protection of historical remains, relics, antiques, national treasures according to the Law on Cultural heritage;

b) For environmental recovery at the request of a environment authority;

c) For implementation of occupational safety measures at the request of an labor authority;

d) The project is suspended under the decision or judgment of the court or arbitral tribunal;

dd) The investor fails to adhere to the Certificate of investment registration and recommits administrative violations after incurring penalties.

3. The Prime Minister shall decide to suspend part or all of a project if the project execution threatens to affect national security at the request of the Ministry of Planning and Investment.

Article 48. Project termination

1. A project shall be terminated in the following cases:

a) The investor decides to terminate the project;

b) The project has to be terminated according to the regulations of the contract or company’s charter;

c) The project duration is over;

d) The investor fails to overcome the difficulties that lead to project suspension in the cases mentioned in Clause 2 and Clause 3 Article 47 of this Law;

dd) The land of the project is withdrawn by the State, or the investor is  not permitted to keep using the premises and fails to complete procedures for change of project location within 06 months from the day on which the decision on land/premises withdrawal is issued;

e) The registry office cannot contact the investor or the investor’s legal representative after 12 months from the date of suspension of the project;

g) The investor fails to execute or is not able to execute the project according to the schedule registered with the registry office and is not permitted to extend the project execution schedule as prescribed in Article 46 of this Law;

h) The project is terminated under a decision of the Court or arbitral tribunal.

2. The registry office shall decide project termination in the cases mentioned in Points d, dd, e, g, and h Clause 1 of this Article.

3. The investor shall liquidate the project in accordance with regulations of law on asset liquidation when terminating the project.

4. In case the project land is withdrawn by the State but the investor fails to liquidate assets on land within 12 months from the withdrawal date, the agency that issues the decision on land withdrawal shall liquidate such assets.

Article 49. Establishment of foreign investor’s operating office under business cooperation contract

1. Foreign investors under a business cooperation contract may establish an operating office in Vietnam to execute the contract. The location of the operating office shall be decided by the foreign investors.

2. The operating office of a foreign investor in a business cooperation contract has its own seal; the foreign investor may open an account, hire employees, sign contracts, and do business under the business cooperation contract and Certificate of registration of operating office.

3. The foreign investor shall submit the application for registration of operating office to the registry office where the operating office is intended to be located.

4. An application consists of:

a) An application form which specifies the name and address of the representative office in Vietnam (if any) of the foreign investor; name, address of the operating office; contents, duration, and operating scope of the operating office; full name, residence, ID number or passport number of the head of the operating office;

b) The foreign investor’s decision to establish an operating office;

c) A copy of the decision to appoint the head of the operating office;

d) A copy of the business cooperation contract.

5. Within 15 working days from the receipt of the application prescribed in Clause 4 of this Article, the registry office shall issue the Certificate of registration of operating office to the foreign investor.

Article 50. Shutdown of foreign investor’s operating office under business cooperation contracts

1. Within 07 working days from the day on which the decision to shut down the operating office is issued, the foreign investor shall send a folder to the registry office where the operating office is located.

2. The folder consists of:

a) A decision to shut down the operating office ahead of schedule;

b) A list of creditors and settled debts;

c) A list or employers and employers’ benefits provided;

d) A tax authority’s certification of fulfillment of tax liability;

dd) A social insurance authority’s certification of fulfillment of social insurance obligations;

e) A police authority’s certification of seal destruction;

g) The certificate of operating office registration;

h) A copy of the Certificate of investment registration;

i) A copy of the business cooperation contract.

3. Within 15 working days from the day on which sufficient documents, the registry office shall issue the decision to shut down the operating office.

Chapter V

OUTWARD INVESTMENT

Section 1: GENERAL PROVISIONS