Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Investment.

Chapter I GENERAL PROVISIONS

Article 1. Scope of regulation

This Law provides for business investment activities in Vietnam and offshore business investment activities from Vietnam.

Article 2. Regulated entities

This Law applies to investors and agencies, organizations and individuals involved in business investment activities.

Article 3. Interpretation of terms

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

1. Investment policy decision means the decision on investment objectives, locations, scale, schedule; investors or method of investor selection; and special mechanisms and policies (if any) applicable to the implementation of an investment project.
2. Investment registration authority means a state authority that issues, amends and revokes Investment Registration Certificates.
3. National investment database means a set of data on nationwide investment projects that is interconnected with relevant agencies’ databases.
4. Investment project means a collection of mid-term or long-term capital expenditure proposals for conducting business investment activities in a specific geographical area and for a specified duration.
5. Expansion investment project means an investment project to develop an ongoing investment project by expanding its scale, increasing its capacity, renovating technologies, reducing environmental pollution or improving the environment.
6. New investment project means a project that is executed for the first time or a project independent from any ongoing investment project.
7. Innovative startup investment project means an investment project to realize a concept based on the exploitation of intellectual property, technologies, new business models and have high potential for growth.
8. Business investment means investor’s investment of capital to do business.
9. Business investment conditions means conditions that individuals and organizations must satisfy when conducting business investment activities in conditional business investment sectors or trades.
10. Market entry conditions applicable to foreign investors means conditions that foreign investors must satisfy to make investments in the sectors or trades restricted from market access by foreign investors as prescribed in Clause 2, Article 9 of this Law.
11. Investment Registration Certificate means a paper-based or electronic document recording the registration of investor’s information about an investment project.
12. National investment information system means a professional information system used for monitoring, assessment, and analysis of investments nationwide in order to serve state management tasks and assist investors in conducting business investment activities.
13. Offshore investment activity means an investor’s transfer of capital from Vietnam abroad and use of returns on such capital source to conduct business investment activities overseas.
14. Business cooperation contract (hereinafter referred to as “BCC”) means a contract signed between investors in order to cooperate on business and distribution of profits or products without establishing a legal entity.
15. Export-processing zone means an industrial zone specializing in manufacturing of exported goods and provision of services for export manufacturing and export activities.
16. Industrial zone means an area with a defined geographical boundary specializing in manufacturing of industrial goods and provision of services for industrial manufacturing.
17. Economic zone means an area with a defined geographical boundary comprising various functional zones and established for the purpose of attracting investments, promoting socio-economic development and protecting national defense and security.
18. Investor means an organization or individual that makes business investments, including domestic investors, foreign investors and foreign-invested economic organizations.
19. Foreign investor means an individual holding a foreign nationality or an organization established under foreign law conducting business investment activities in Vietnam.
20. Domestic investor means an individual holding Vietnamese nationality or an economic organization without any foreign investor member or shareholder.
21. Economic organization means an organization established and operating under Vietnamese law, including enterprises, cooperatives, cooperative unions and other organizations that conduct business investment activities.
22. Foreign-invested economic organization means an economic organization with foreign investor(s) as member(s) or shareholder(s).
23. Investment capital means money and other assets prescribed by the Civil Code and international treaties to which the Socialist Republic of Vietnam is a signatory for conducting business investment activities.

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

1. Business investment activities within the territory of Vietnam shall comply with the Law on Investment and other relevant laws.

2. Where there are differences between the Law on Investment and other laws promulgated before the effective date of the Law on Investment regarding sectors and trades banned from business investment, or conditional business investment sectors and trades, the Law on Investment shall prevail.

The provision on the names of sectors and trades banned from business investment, conditional business investment sectors and trades in other laws must be consistent with Article 6 and the Appendices to the Law on Investment.

3. Where there are differences between the Law on Investment and other laws promulgated before the effective date of the Law on Investment regarding the procedures for business investment or investment guarantee, the Law on Investment shall prevail, except the following cases:

a) Investment, management and use of the State’s investment capital in enterprises shall comply with the Law on Management and Use of State Capital Invested in Enterprise’s Manufacturing and Business Activities;

b) The power, procedures for public investment and management and use of public investment funds shall comply with the Law on Public Investment;

c) The power, procedures for investment and project implementation; governing law applicable to project contracts; investment guarantee and state capital management mechanisms directly applied to public-private partnership investment projects shall comply with the Law on Public-Private Partnership Investment;

d) The implementation of investment projects for construction, housing, and urban development shall comply with the Construction Law, Housing Law and Real Estate Business Law after the investment policy decision or decision on adjustment to investment policy is obtained from the competent authority under the Law on Investment;

dd) The power, procedures and conditions for business investment prescribed in the Law on Credit Institutions, Law on Insurance Business and Law on Petroleum;

e) The power, procedures and conditions for business investment in securities and the securities market in Vietnam’s securities market shall comply with the Law on Securities.

4. Where any other law promulgated after the effective date of the Law on Investment contains specific provisions on investment which are different from those of the Law on Investment, such law must clearly state the contents to be governed or not governed by the Law on Investment and the contents to be governed by such other law.

5. For contracts involving at least one foreign investor or economic organization prescribed in Clause 1, Article 23 of the Law on Investment, the parties may agree in the contract on the application of foreign laws or international investment practices if such agreement is not contrary to the provisions of Vietnamese law.

Article 5. Policies on business investment

1. Investors are entitled to conduct business investment activities in the sectors and trades that are not banned by this Law. For conditional business investment sectors and trades, investors must satisfy the investment conditions prescribed by law.

2. Investors have the discretion to decide and take self-responsibility for their business investment activities in accordance with this Law and relevant laws; may access and use credit sources, support funds, and use land and other resources as prescribed by law.

3. An investor’s business investment activities may be suspended, ceased or terminated if such activities cause or threaten to cause damage to national defense and security.

4. The State recognizes and protects the ownership of assets, investment capital, income and other lawful rights and interests of investors.

5. The State provides equitable treatment to investors; adopts policies to encourage and create favorable conditions for investors to conduct business investment activities and for the sustainable development of economic sectors.

6. The State respects and implements international treaties on investment to which the Socialist Republic of Vietnam is a signatory.

Article 6. Sectors and trades banned from business investment

1. The following business investment activities are banned:

a) Trading in narcotic substances specified in Appendix I to this Law;

b) Trading in chemicals and minerals specified in Appendix II to this Law;

c) Trading in specimens of wild flora and fauna specified in Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of rare and precious wild flora and fauna of Group I extracted from nature specified in Appendix III to this Law;

d) Prostitution;

e) Purchase and sale of humans, human tissues, corpses, organs, fetuses;

g) Business activities related to asexual human reproduction;

h) Trading in firecrackers;

i) Debt collection services.

2. The manufacture and use of products specified in Points a, b and c, Clause 1 of this Article for the purposes of analysis, testing, scientific research, medical, pharmaceutical production, criminal investigation, national defense and security shall comply with the Government’s regulations.

Article 7. Conditional business investment sectors and trades

1. Conditional business investment sectors and trades are the sectors and trades in which the business investment must satisfy the necessary conditions for reasons of national defense and security, social order and safety, social ethics or community health.

2. The List of conditional business investment sectors and trades is provided in Appendix IV to this Law.

3. Investment conditions applicable to the sectors and trades specified in Clause 2 of this Article are prescribed in laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international treaties to which the Socialist Republic of Vietnam is a signatory. Ministries, ministry-level agencies, People’s Councils, People’s Committees at all levels, and other agencies and organizations or individuals shall not promulgate regulations on business investment conditions.

4. Business investment conditions must be prescribed in conformity with the objectives specified in Clause 1 of this Article and must ensure publicity, transparency, objectivity, and cost- and time-saving for investors’ compliance.

5. Regulations on business investment conditions must contain the following contents:

a) Regulated entities and scope of application of business investment conditions;

b) Form of application of business investment conditions;

c) Contents of business investment conditions;

d) Documents, administrative procedures for compliance with business investment conditions (if any);

dd) State management agency or competent authority for handling administrative procedures regarding business investment conditions;

e) Effective duration of licenses, certificates or other documents of approval or confirmation (if any).

6. Business investment conditions are applied in the following forms:

a) License;

b) Certificate;

c) Practicing certificate;

d) Written confirmation or approval;

dd) Other requirements which individuals and economic organizations must satisfy in order to conduct business investment activities without need for written confirmation from competent authorities.

7. Conditional business investment sectors and trades and applicable investment conditions must be posted on the National Enterprise Registration Portal.

8. The Government shall detail the announcement and control of business investment conditions.

Article 8. Amendment and supplement to the sectors and trades banned from business investment, List of conditional business investment sectors and trades, and business investment conditions

1. Based on the socio-economic conditions and state management requirements in each period, the Government shall review the sectors and trades banned from business investment, the List of conditional business investment sectors and trades, and propose to the National Assembly the amendment and supplement to Articles 6, 7 and the Appendices to this Law under simplified procedures.

2. The amendment and supplement to conditional business investment sectors and trades or business investment conditions must comply with the provisions of Clauses 1, 3, 4, 5 and 6, Article 7 of this Law.

Article 9. Sectors, trades and market access conditions applicable to foreign investors

1. Foreign investors shall be subject to the same market access conditions as domestic investors, except for the case prescribed in Clause 2 of this Article.

2. Based on laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate the List of sectors and trades restricted from market access for foreign investors, including:

a) Sectors and trades not yet accessible;

b) Sectors and trades subject to conditional market access.

3. The market access conditions applicable to foreign investors prescribed in the List of sectors and trades restricted from market access for foreign investors include:

a) Ownership ratio of charter capital by foreign investors in economic organizations;

b) Investment form;

c) Scope of investment activities;

d) Investor’s capacity; partners participating in investment activities;

dd) Other conditions prescribed in law, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.

4. The Government shall detail this Article.

Chapter II INVESTMENT GUARANTEES

Article 10. Guarantee of ownership of assets

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

2. Where the State requisitions or procures assets for reasons of national defense and security or in national emergencies, for disaster prevention and relief, investors shall be compensated or paid according to the provisions of law on asset requisition and procurement and other relevant laws.

Article 11. Guarantee of business investment activities

1. The State shall not force investors to fulfill the following requirements:

a) Giving priority to the purchase or use of domestic goods or services; or purchase or use of goods or services from a specific domestic producer or service supplier;

b) Exporting goods or services at a fixed percentage; restricting the quantity, value or type of goods or services that may be exported or produced domestically;

c) Importing goods at the same quantity and value as goods exported or being self-sufficient in foreign currency from exported goods to meet import requirements;

d) Achieving a certain rate of import substitution in domestically produced goods;

dd) Reaching a given level or value in research and development activities domestically;

e) Supplying goods or services in a particular location in the country or overseas;

g) Locating their head office at a place required by competent state agencies.

2. Based on the socio-economic development conditions and investment attraction needs in each period, the Prime Minister shall decide to apply forms of investment guarantee provided by the State to implement investment projects under the approval authority of the National Assembly or the Prime Minister, and other important infrastructure projects.

The Government shall detail this Clause.

Article 12. Guarantee of transfer of foreign investors’ assets overseas

Upon fulfilling financial obligations to the State of Vietnam in accordance with law, foreign investors are permitted to transfer the following assets overseas:

1. Investment capital and proceeds from the liquidation of investments;

2. Income from business investment activities;

3. Money and other assets lawfully owned by investors.

Article 13. Guarantee of business investment in case of changes in law

1. Where a newly promulgated law provides for new investment incentives or incentives higher than those that the investors are currently enjoying, the investors shall be entitled to the new incentives for the remaining period of application of investment incentives, except for the special investment incentives applicable to the investment projects prescribed in Point a, Clause 5, Article 20 of this Law.

2. Where a newly promulgated law provides for investment incentives lower than those that the investors are currently enjoying, the investors shall continue to enjoy the current incentives for the remaining period of application of such incentives.

3. The provision of Clause 2 of this Article does not apply in case of change in the provisions of law for reasons of national defense and security, social order and safety, social ethics, community health or environmental protection.

4. Where investors are no longer entitled to the incentives prescribed in Clause 3 of this Article, the investors shall be considered for resolution by one or more of the following measures:

a) Deducting actual loss incurred by the investors from taxable income;

b) Adjusting the operational objectives of the investment project;

c) Supporting the investors in remedying damage.

5. For the investment guarantee measure prescribed in Clause 4 of this Article, the investors must submit a request in writing within 03 years from the effective date of the new legal document.

Article 14. Resolution of disputes in business investment activities

1. Disputes relating to business investment activities in Vietnam shall be resolved through negotiation and conciliation. If the negotiation or conciliation fails, the disputes shall be resolved by arbitration or court in accordance with Clauses 2, 3 and 4 of this Article.

2. Disputes between domestic investors or foreign-invested economic organizations, or between domestic investors or foreign-invested economic organizations and competent state agencies related to business investment activities in the territory of Vietnam shall be resolved by Vietnamese arbitration or court, except for the cases prescribed in Clause 3 of this Article.

3. Disputes between investors, in which at least one party is a foreign investor or an economic organization prescribed in Points a, b and c, Clause 1, Article 23 of this Law, shall be resolved by one of the following agencies or organizations:

a) Vietnamese court;

b) Vietnamese arbitration;

c) Foreign arbitration;

d) International arbitration;

dd) Arbitration established by the disputing parties.

4. Disputes between foreign investors and competent Vietnamese state agencies related to business investment activities in the territory of Vietnam shall be resolved by Vietnamese arbitration or court, except as otherwise agreed in the contract or otherwise provided by international treaties to which the Socialist Republic of Vietnam is a signatory.

Chapter III INVESTMENT INCENTIVES AND SUPPORT

Article 15. Forms and beneficiaries of investment incentives

1. Forms of investment incentives include:

a) Corporate income tax incentives, including application of a lower rate of corporate income tax for a definite term or for the whole duration of implementation of the investment project; exemption from and reduction of tax and other incentives in accordance with the law on corporate income tax;

b) Exemption from import duty on goods imported as fixed assets; raw materials, supplies and components imported for production in accordance with the law on export duty and import duty;

c) Exemption from and reduction of land use levy, land rental and land use tax;

d) Accelerated depreciation and increase of deductible expenses upon calculation of taxable income.

2. Beneficiaries of investment incentives include:

a) Investment projects in the sectors or trades eligible for investment incentives prescribed in Clause 1, Article 16 of this Law;

b) Investment projects located in the geographical areas eligible for investment incentives prescribed in Clause 2, Article 16 of this Law;

c) Investment projects with investment capital of at least VND 6,000 billion disbursed within 03 years from the date of issuance of the Investment Registration Certificate or approval for investment policy, and satisfying one of the following criteria: having total revenue of at least VND 10,000 billion per year within three years at the earliest from the year when revenue is generated or employing more than 3,000 workers;

d) Investment projects on construction of social housing or projects located in rural areas employing at least 500 workers; or investment projects employing people with disabilities in accordance with the law on people with disabilities;

dd) High-tech enterprises, science and technology enterprises or organizations; projects involving the transfer of technologies on the List of technologies the transfer of which is encouraged in accordance with the law on technology transfer; innovation centers and research and development centers; technology business incubators, science and technology business incubators in accordance with the law on high technology and the law on science and technology; enterprises manufacturing or supplying technologies, equipment, products and services for the requirements of environmental protection in accordance with the law on environmental protection;

e) Innovative start-up investment projects and innovation centers and research and development centers;

g) Business investment in the product distribution chain of small and medium enterprises; business investment in technical facilities to support small and medium enterprises, incubators for small and medium enterprises; business investment in coworking spaces serving small and medium startups in accordance with the law on support for small and medium enterprises.

3. Investment incentives shall apply to new investment projects and expansion investment projects.

4. The specific level of each type of investment incentives shall be applied in accordance with the law on taxation, accounting and land.

5. The investment incentives prescribed in Points b, c and d, Clause 2 of this Article do not apply to the following investment projects:

a) Projects on mineral mining;

b) Projects on production and trading of goods or services subject to special excise tax in accordance with the Law on Special Excise Tax, except for manufacture of automobiles, aircraft and yachts;

c) Projects on construction of commercial housing as prescribed by the law on housing.

6. Investment incentives shall apply for a definite term and based on the results of project implementation by investors. Investors must satisfy the conditions for incentives throughout the period of enjoyment of investment incentives in accordance with law.

7. Investment projects meeting the conditions for application of various levels of investment incentives, including investment incentives prescribed in Article 20 of this Law shall be entitled to the highest level of incentives.

8. The Government shall detail this Article.

Article 16. Sectors and trades eligible for investment incentives and geographical areas eligible for investment incentives

1. Sectors and trades eligible for investment incentives include:

a) High-tech activities, high-tech ancillary products; research and development activities; production of new materials, new energy, clean energy, renewable energy; production of products with added value of 30% or more, energy-saving products;

b) Production of electronics, mechanical products, agricultural machinery, automobiles, automobile parts; shipbuilding;

c) Production of products on the List of ancillary products prioritized for development;

d) Production of information technology products, software products and digital content;

dd) 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 breeds, biotechnology products;

e) Collection, treatment, recycling or reuse of waste;

g) Investment in development, operation and management of infrastructural works; development of public passenger transport in urban areas;

h) Preschool education, general education, vocational education, higher education;

i) Medical examination and treatment, production of pharmaceuticals, medicinal materials, storage of pharmaceuticals, scientific research on bioequivalence technology, biotechnology to produce new medicines; production of medical equipment;

k) Investment in sports facilities for the disabled or professional athletes; protection and development of cultural heritage values;

l) Investment in geriatric centers, psychiatric centers, treatment centers for Agent Orange patients; care centers for elderly people, people with disabilities, orphans, street children;

m) People’s credit funds, microfinance institutions;

n) Production of goods and provision of services that create or join value chains, industrial clusters.

2. Geographical areas eligible for investment incentives include:

a) Areas with difficult socio-economic conditions; areas with extremely difficult socio-economic conditions;

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

3. Based on the sectors and trades and geographical areas eligible for investment incentives prescribed in Clauses 1 and 2 of this Article, the Government shall promulgate and amend the List of sectors and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives; identify the sectors and trades that are especially eligible for investment incentives in the List of sectors and trades eligible for investment incentives.

Article 17. Procedures for application of investment incentives

Based on the beneficiaries prescribed in Clause 2, Article 15 of this Law, the investment policy decision (if any), the Investment Registration Certificate (if any), other relevant legal provisions, investors shall determine the investment incentives by themselves and follow procedures for enjoyment of investment incentives at tax agencies, finance agencies, customs agencies and other competent agencies relevant to each type of investment incentives.

Article 18. Forms of investment support

1. Forms of investment support include:

a) Support for development of technical infrastructure and social infrastructure inside and outside the project fence;

b) Support for training and development of human resources;

c) Credit support;

d) Support for access to production and business premises; support for relocation of production and business establishments under decisions of competent state agencies;

dd) Support for science and technology, technology transfer;

e) Market development support, information provision;

g) Support for research and development.

2. Based on the socio-economic development orientation and the ability to balance the state budget in each period, the Government shall detail the investment support forms prescribed in Clause 1 of this Article for high-tech enterprises, science and technology enterprises and organizations; enterprises investing in agriculture and rural areas, enterprises investing in education, dissemination of law, and other beneficiaries.

Article 19. Support for development of infrastructure systems of industrial parks, export-processing zones, high-tech zones and economic zones

1. Based on the planning that has been decided or approved in accordance with the law on planning, Ministries, ministerial-level agencies and provincial People’s Committees shall formulate plans for investment in and organize the construction of technical infrastructure and social infrastructure systems outside the fence of industrial parks, export-processing zones, high-tech zones and functional zones of economic zones.

2. The State shall provide partial support from the state budget’s development investment capital and preferential credit capital to synchronously develop technical infrastructure and social infrastructure systems inside and outside the fence of industrial parks in areas with difficult or extremely difficult socio-economic conditions.

3. The State shall provide partial support from the state budget’s development investment capital, preferential credit capital and apply other capital mobilization methods to build technical infrastructure and social infrastructure systems in economic zones and high-tech zones.

Article 20. Special investment incentives and support

1. The Government shall decide to apply special investment incentives and support to encourage the development of certain investment projects with significant impact on socio-economic development.

2. The beneficiaries of special investment incentives and support prescribed in Clause 1 of this Article include:

a) Investment projects to establish new innovation centers and research and development centers (including the expansion of such newly established projects) with a total investment capital of at least VND 3,000 billion and disbursing at least VND 1,000 billion within 03 years from the date of issuance of the Investment Registration Certificate or investment policy decision; national innovation centers established under decisions of the Prime Minister;

b) Investment projects in the sectors or trades especially eligible for investment incentives with an investment capital of at least VND 30,000 billion and disbursing at least VND 10,000 billion within 03 years from the date of issuance of the Investment Registration Certificate or investment policy decision.

3. The levels of special incentives and duration of application of special incentives shall comply with the provisions of the Law on Corporate Income Tax and the law on land.

4. The special investment support shall be provided in the forms prescribed in Clause 1, Article 18 of this Law.

5. The special investment incentives and support prescribed in this Article do not apply to the following cases:

a) Investment projects that have been granted the Investment Certificate, Investment Registration Certificate or investment policy decision before the effective date of this Law;

b) Investment projects prescribed in Clause 5, Article 15 of this Law.

6. The Government shall submit to the National Assembly for decision on the application of investment incentives other than those prescribed in this Law and other laws in case it is necessary to encourage the development of a project of special importance or a special administrative-economic unit.

7. The Government shall detail this Article.

Chapter IV INVESTMENT ACTIVITIES IN VIETNAM

Section 1. FORMS OF INVESTMENT

Article 21. Forms of investment

1. Establishment of economic organizations.

2. Investment in the form of capital contribution, purchase of shares or capital contributions.

3. Implementation of investment projects.

4. Investment in the form of BCC contracts.

5. Other forms of investment and types of economic organizations as prescribed by the Government.

Article 22. Establishment of economic organizations

1. Investors shall establish economic organizations in accordance with the following provisions:

a) Domestic investors shall establish economic organizations in accordance with the Law on Enterprises and law corresponding to each type of economic organization;

b) Foreign investors establishing economic organizations must satisfy the market access conditions for foreign investors prescribed in Article 9 of this Law;

c) Prior to establishing an economic organization, foreign investors must have an investment project and carry out procedures for issuance or adjustment of the Investment Registration Certificate, except for establishment of small and medium start-up enterprises and innovative start-up investment funds in accordance with the law on support for small and medium enterprises.

2. From the date of issuance of the Enterprise Registration Certificate or another document of equivalent legal validity, the economic organization established by a foreign investor is the investor to implement the investment project in accordance with the Investment Registration Certificate.

Article 23. Implementation of investment activities by foreign-invested economic organizations

1. An economic organization must satisfy the conditions and carry out investment procedures prescribed for foreign investors when establishing another economic organization; making investment by contributing capital to, purchasing shares or capital contributions of another economic organization; or making investment in the form of a BCC contract if such economic organization falls into one of the following cases:

a) Having foreign investors holding more than 50% of its charter capital or, for a partnership, having the majority of partners being foreign individuals;

b) Having an economic organization prescribed in Point a of this Clause holding more than 50% of its charter capital;

c) Having foreign investors and economic organizations prescribed in Point a of this Clause holding more than 50% of its charter capital.

2. An economic organization not falling into the cases prescribed in Points a, b and c, Clause 1 of this Article shall satisfy the conditions and carry out investment procedures prescribed for domestic investors when establishing another economic organization; making investment by contributing capital to, purchasing shares or capital contributions of another economic organization; or making investment in the form of a BCC contract.

3. If a foreign-invested economic organization established in Vietnam has a new investment project, it shall carry out procedures for such investment project without having to establish a new economic organization.

4. The Government shall detail the order and procedures for establishment of economic organizations and implementation of investment activities by foreign investors and foreign-invested economic organizations.

Article 24. Investment in the form of capital contribution, purchase of shares or capital contributions

1. Investors have the right to contribute capital to, purchase shares or capital contributions of economic organizations.

2. Foreign investors contributing capital to, purchasing shares or capital contributions of economic organizations must satisfy the following provisions and conditions:

a) Market access conditions applicable to foreign investors prescribed in Article 9 of this Law;

b) Ensuring national defense and security in accordance with this Law;

c) Provisions of the law on land regarding the conditions for receiving land use rights and using land in islands and communes, wards and townships in border areas and coastal communes, wards and townships.

Article 25. Forms of capital contribution, purchase of shares or capital contributions

1. Investors may contribute capital to economic organizations in the following forms:

a) Purchase of shares issued for the first time or additionally issued shares of a joint-stock company;

b) Contribution of capital to a limited liability company or partnership;

c) Contribution of capital to other economic organizations not mentioned in Points a and b of this Clause.

2. Investors may purchase shares or capital contributions of economic organizations in the following forms:

a) Purchase of shares of a joint-stock company from such company or its shareholders;

b) Purchase of capital contributions of members of a limited liability company to become a member of such limited liability company;

c) Purchase of capital contributions of capital contributing members to a partnership to become a capital contributing member of such partnership;

d) Purchase of capital contributions of members of other economic organizations not mentioned in Points a, b and c of this Clause.

Article 26. Procedures for investment in the form of capital contribution, purchase of shares or capital contributions

1. Investors contributing capital to, purchasing shares or capital contributions of economic organizations must satisfy the conditions and carry out procedures for change of members or shareholders in accordance with law corresponding to each type of economic organization.

2. Foreign investors shall follow procedures for registration of capital contribution, purchase of shares or capital contributions to economic organizations before changing members or shareholders if falling into one of the following cases:

a) The capital contribution or purchase of shares or capital contributions increases the ownership ratio of foreign investors in economic organizations doing business in the sectors or trades subject to market access conditions applicable to foreign investors;

b) The capital contribution or purchase of shares or capital contributions results in foreign investors or economic organizations prescribed in Points a, b and c, Clause 1, Article 23 of this Law holding more than 50% of the charter capital of economic organizations in the following cases: the ownership ratio of foreign investors increases from 50% or less to more than 50%; or the ownership ratio of foreign investors increases while foreign investors are holding more than 50% of the charter capital in the economic organizations.

c) Foreign investors contributing capital to, purchasing shares or capital contributions of economic organizations holding the Certificates of Land Use Rights in islands and communes, wards and townships in border areas; coastal communes, wards and townships; and other areas affecting national defense and security.

3. Investors not falling into the cases prescribed in Clause 2 of this Article shall carry out procedures for change of shareholders or members in accordance with relevant laws when contributing capital to, purchasing shares or capital contributions of economic organizations. If having a need to register the capital contribution or purchase of shares or capital contributions to economic organizations, investors shall follow the provisions of Clause 2 of this Article.

4. The Government shall detail the documentation, order and procedures for contributing capital to, purchasing shares or capital contributions of economic organizations prescribed in this Article.

Article 27. Investment in the form of BCC contract

1. A BCC contract between domestic investors shall be implemented in accordance with the civil law.

2. A BCC contract between domestic investors and foreign investors or between foreign investors shall follow the procedures for issuance of the Investment Registration Certificate in accordance with Article 38 of this Law.

3. The parties to the BCC contract shall establish a coordination board to implement the BCC contract. The functions, tasks and powers of the coordination board shall be agreed by the parties.

Article 28. Contents of BCC contract

1. A BCC contract shall contain the following main contents:

a) Names, addresses, authorized representatives of the parties to the contract; location of contract performance or location of investment project implementation;

b) Objectives and scope of business investment activities;

c) Contributions by parties to the contract and division of business investment results between the parties;

d) Schedule and duration of contract execution;

dd) Rights and obligations of parties to the contract;

e) Amendment, transfer, termination of contract;

g) Responsibilities for breach of contract, method of dispute settlement.

2. During the performance of BCC contracts, parties may agree to use assets derived from business cooperation to establish enterprises in accordance with the Law on Enterprises.

3. Parties to a BCC contract may agree on other contents not contrary to law.

Section 2. INVESTMENT POLICY DECISION AND INVESTOR SELECTION

Article 29. Selection of investors to implement investment projects

1. Investor selection shall be carried out in one of the following forms:

a) Auction of land use rights in accordance with the law on land;

b) Bidding for investor selection in accordance with the law on bidding;

c) Investor approval in accordance with Clauses 3 and 4 of this Article.

2. Investor selection to implement investment projects as prescribed in Points a and b, Clause 1 of this Article shall be conducted after the investment policy is decided, except for investment projects not subject to investment policy decision.

3. If, after conducting the auction of land use rights as prescribed by the law on land, only one investor registers or the auction fails, or if, after conducting investor selection bidding as prescribed by the law on bidding, only one investor registers, the competent authority shall approve the investor if the investor satisfies the conditions prescribed by relevant laws.

4. For investment projects subject to investment policy decision, the investment policy decision agency shall concurrently approve investors not through auction of land use rights or investor selection bidding in the following cases:

a) The investor has the land use rights, except for the cases where the State recovers land for national defense and security purposes or socio-economic development for national and public interests in accordance with the law on land;

b) The investor receives the transfer or contribution of land use rights or leases agricultural land use rights to implement investment projects on non-agricultural production and business without going through the cases of land recovery by the State in accordance with the law on land;

c) The investor implements an investment project in an industrial park or high-tech zone;

d) Other cases not subject to auction or bidding as prescribed by law.

5. The Government shall detail this Article.

Article 30. Authority to decide on investment policy of the National Assembly

The National Assembly shall decide on investment policy for the following investment projects:

1. Investment projects that have a significant impact on the environment or potentially seriously affect the environment, including:

a) Nuclear power plants;

b) Investment projects that involve a change of land use purpose for Category I special-use forests, protection forests or coastal protection forests of at least 50 hectares; headwater protection forests of at least 50 hectares; wind break, sand-fixing or wave-breaking forests of at least 500 hectares; production forests of at least 1,000 hectares;

2. Investment projects that require relocation of 20,000 people or more in mountainous areas or 50,000 people or more in other areas;

3. Investment projects that require special mechanisms and policies to be decided by the National Assembly.

Article 31. Authority to decide on investment policy of the Prime Minister

Except for the investment projects prescribed in Article 30 of this Law, the Prime Minister shall decide on investment policy for the following projects:

1. The following investment projects regardless of capital sources:

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

e) Betting and casino services (except electronic gaming for foreigners);

g) Cigarette production;

h) Industrial park and export processing zone development;

i) Golf course construction;

k) Residential housing construction in urban areas or residential housing construction with land under 20 hectares or a population of less than 20,000 people in non-urban areas;

l) Infrastructure construction for Industrial parks and export processing zones.

2. The following investment projects using land allocated or leased out by the State without auction or bidding for land use rights or transfer of land use rights:

a) Investment projects using paddy land areas of less than 500 hectares;

b) Investment projects using at least 20 hectares of land in an urban area or at least 100 hectares of land in a non-urban area.

3. Investment projects of foreign investors in the following sectors: provision of telecommunication services with network infrastructure; afforestation; publishing; press.

4. Other investment projects subject to the Prime Minister’s authority to decide on investment policy as prescribed by law.

Article 32. Authority to decide on investment policy of the provincial People’s Committees

1. Except for the investment projects prescribed in Articles 30 and 31 of this Law, the provincial People’s Committees shall decide on investment policy for the following investment projects:

a) Investment projects that request the State to allocate or lease out land without auction, bidding or transfer of land use rights; investment projects that request conversion of land use purposes, except for cases of land allocation, land lease or land use purpose conversion by households or individuals that are not required to obtain a written approval of the provincial People’s Committee as prescribed by the law on land;

b) Investment projects of foreign investors or foreign-invested economic organizations in sea-islands or border or coastal communes, wards or townships; other regions that affect national defense and security.

2. For investment projects specified in Points a and b, Clause 1 of this Article that are implemented in industrial parks, export processing zones, hi-tech zones and economic zones in conformity with the planning approved by competent authorities, the management boards of industrial parks, export processing zones, hi-tech zones and economic zones shall decide on investment policy.

3. The Government shall detail this Article.

Article 33. Documents and contents of appraisal for investment policy approval

1. A dossier of request for investment policy approval for a project proposed by an investor shall comprise:

a) A written request for project implementation, including a commitment to bear all costs and risks if the project is not approved;

b) Documents on the legal status of the investor;

c) Documents evidencing the financial capacity of the investor, including at least one of the following: the investor’s financial statements for the last two years; commitment for financial support from the investor’s parent company; commitment for financial support from a financial institution; guarantee for the investor’s financial capacity; other documents evidencing the investor’s financial capacity;

d) Proposal for the investment project, including the following main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and plan for capital raising, location, duration, schedule, labor demand, investment incentives, assessment of socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection.

If the law on construction requires a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal;

dd) If the investor requests the State to allocate or lease out land, to permit conversion of land use purpose, the investor shall submit copies of documents on land use rights or other documents identifying the right to use the investment project site;

e) Explanation about technologies to be used in the project subject to technology appraisal or comments in accordance with the law on technology transfer;

g) BCC contract, for a project implemented under a BCC contract;

h) Other documents relating to the project, requirements for the investor’s capacity and conditions as prescribed by law (if any).

2. A dossier of request for investment policy approval for a project developed by a competent state agency shall comprise:

a) Proposal for project implementation;

b) Proposal for the investment project, including the following main contents: investment objectives, investment scale, investment capital, location, duration, schedule, socio-economic efficiency of the project; information on the current land use at the project site, land recovery conditions in case of land-using projects, preliminary land use demand (if any); preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection; plan for selection of investor and requirements for investor (if any); special mechanisms and policies (if any).

If the law on construction requires a pre-feasibility study report, the competent state agency may submit the pre-feasibility study report instead of the investment project proposal.

3. The contents of appraisal for investment policy approval shall include:

a) Assessment of compliance of the investment project with national, regional, provincial, urban planning and special administrative-economic unit planning (if any);

b) Assessment of land use demand;

c) Preliminary assessment of socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection;

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

dd) Assessment of technologies to be used in the project subject to technology appraisal or comments in accordance with the law on technology transfer;

e) For residential housing construction projects or urban development projects: assessment of compliance of the project with urban development objectives and orientations, residential housing development programs and plans; preliminary plan for investment phasing to meet synchronization requirements; preliminary infrastructure investment and management plan in and out of the project area.

4. The contents of appraisal of investment policy concurrently with investor selection shall include:

a) The contents prescribed in Clause 3 of this Article;

b) For cases of land allocation or land lease without auction of land use rights or investor bidding, the investor’s satisfaction of conditions for land allocation or land lease; for projects involving land use purpose conversion, the investor’s satisfaction of conditions for land use purpose conversion;

c) Assessment of the investor’s satisfaction of market access conditions (if any);

d) Other requirements for the investor as prescribed by relevant laws.

5. The Government shall detail this Article.

Article 34. Order and procedures for investment policy approval by the National Assembly

1. The dossier specified in Clauses 1 and 2, Article 33 of this Law shall be submitted to the Ministry of Planning and Investment.

2. Within 15 days after receiving a complete dossier, the Ministry of Planning and Investment shall report to the Prime Minister for establishment of a State Appraisal Council.

3. Within 90 days after its establishment, the State Appraisal Council shall organize appraisal of the dossier and make an appraisal report covering the contents specified in Article 33 of this Law for submission to the Government.

4. At least 60 days before the opening date of the National Assembly’s session, the Government shall prepare and submit a dossier of request for investment policy approval to the agency in charge of appraisal of the National Assembly.

5. The dossier of request for investment policy approval shall include:

a) The Government’s proposal;

b) The dossier specified in Clause 1 of this Article;

c) The State Appraisal Council’s appraisal report;

d) Other relevant documents.

6. The contents of appraisal of investment policy approval shall include:

a) Fulfillment of criteria for determining projects subject to investment policy approval by the National Assembly;

b) The necessity of project implementation;

c) The project’s compliance with national, regional, provincial, urban planning and special administrative-economic unit planning (if any);

d) Investment objectives, scale, location, duration, schedule, land use demand, site clearance plan, relocation plan, plan for selection of main technologies, environmental protection solutions;

dd) Total investment capital, capital sources;

e) The project’s socio-economic efficiency, national defense and security assurance, and sustainable development;

g) Special mechanisms and policies, investment incentives, investment assistance and applicable conditions (if any).

7. The Government and relevant agencies, organizations and individuals shall fully provide information and documents for appraisal and explain issues relating to the project’s contents at the request of the appraising agency of the National Assembly.

8. The National Assembly shall consider and pass a resolution on investment policy approval, which contains the contents specified in Clause 1, Article 3 of this Law.

9. The Government shall detail the order and procedures for appraisal by the State Appraisal Council.

Article 35. Order and procedures for investment policy approval by the Prime Minister

1. The dossier specified in Clauses 1 and 2, Article 33 of this Law shall be submitted to the Ministry of Planning and Investment.

2. Within 03 working days after receiving a complete dossier, the Ministry of Planning and Investment shall send the dossier to relevant state agencies for appraisal comments on the contents specified in Article 33 of this Law.

3. Within 15 days after receiving the dossier, the consulted agencies shall provide appraisal comments on the issues within their state management scope to the Ministry of Planning and Investment.

4. Within 40 days after receiving the dossier, the Ministry of Planning and Investment shall organize appraisal of the dossier and make an appraisal report covering the contents specified in Article 33 of this Law for submission to the Prime Minister for investment policy approval.

5. The Prime Minister shall consider and approve the investment policy, which contains the contents specified in Clause 1, Article 3 of this Law.

6. For projects specified in Clause 3, Article 31 of this Law, the Prime Minister shall designate an investment registration agency of a central city or province to issue the Investment Registration Certificate for the whole project.

7. The Government shall detail the order and procedures for appraisal of projects subject to investment policy approval by the Prime Minister.

Article 36. Order and procedures for investment policy approval by provincial People’s Committees

1. The dossier specified in Clauses 1 and 2, Article 33 of this Law shall be submitted to the investment registration agency.

Within 35 days after receiving the dossier, the investment registration agency shall notify the investor of the result.

2. Within 03 working days after receiving a complete dossier, the investment registration agency shall send the dossier to relevant state agencies for appraisal comments on the contents specified in Article 33 of this Law.

3. Within 15 days after receiving the dossier, the consulted agencies shall provide appraisal comments on the issues within their state management scope to the investment registration agency.

4. Within 25 days after receiving the dossier, the investment registration agency shall make an appraisal report covering the contents specified in Article 33 of this Law for submission to the provincial People’s Committee.

5. Within 07 working days after receiving the dossier and the appraisal report, the provincial People’s Committee shall approve the investment policy or, in case of rejection, provide a written notice clearly stating the reasons.

6. The provincial People’s Committee shall approve the investment policy, which contains the contents specified in Clause 1, Article 3 of this Law.

Section 3. PROCEDURES FOR ISSUANCE, AMENDMENT AND REVOCATION OF INVESTMENT REGISTRATION CERTIFICATE

Article 37. Cases of conducting procedures for Investment Registration Certificate issuance

1. The procedures for Investment Registration Certificate issuance shall be conducted for the following cases:

a) Investment projects of foreign investors;

b) Investment projects of the economic organizations specified in Clause 1, Article 23 of this Law.

2. The procedures for Investment Registration Certificate issuance shall not be conducted for the following cases:

a) Investment projects of domestic investors;

b) Investment projects of the economic organizations specified in Clause 2, Article 23 of this Law;

c) Investment in the form of capital contribution, purchase of shares or capital contributions of economic organizations.

3. For investment projects specified in Articles 30, 31 and 32 of this Law, domestic investors and the economic organizations specified in Clause 2, Article 23 of this Law shall implement investment projects after the investment policy is approved.

4. If investors have a need for issuance of an Investment Registration Certificate for investment projects specified in Points a and b, Clause 2 of this Article, investors shall follow the procedures for Investment Registration Certificate issuance specified in Article 38 of this Law.

Article 38. Procedures for issuance of Investment Registration Certificate

1. For investment projects subject to investment policy approval specified in Articles 30, 31 and 32 of this Law, the investment registration agency shall issue an Investment Registration Certificate within the following time limit:

a) 05 working days from the date of receipt of the investment policy approval decision concurrently with investor approval for investment projects subject to Investment Registration Certificate issuance;

b) 15 days from the date of receipt of the investor’s request for issuance of an Investment Registration Certificate for investment projects not falling into the case specified in Point a of this Clause.

2. For investment projects not subject to investment policy approval specified in Articles 30, 31 and 32 of this Law, investors shall be issued an Investment Registration Certificate if they satisfy the following conditions:

a) The investment project is not included in the sectors or trades banned from business investment;

b) There is a location for implementation of the investment project;

c) The investment project conforms with planning as prescribed in Point a, Clause 3, Article 33 of this Law;

d) The project satisfies the investment rate and labor utilization conditions (if any);

dd) The foreign investors satisfy the market access conditions.

3. The Government shall detail the conditions, documentation, order and procedures for issuance of Investment Registration Certificate.

Article 39. Authority to issue, amend and revoke Investment Registration Certificate

1. The management boards of industrial parks, export processing zones, hi-tech zones and economic zones shall issue, amend and revoke Investment Registration Certificates for projects implemented inside industrial parks, export processing zones, hi-tech zones and economic zones, except for the cases specified in Clause 3 of this Article.

2. The Department of Planning and Investment shall issue, amend and revoke Investment Registration Certificates for projects implemented outside industrial parks, export processing zones, hi-tech zones and economic zones, except for the cases specified in Clause 3 of this Article.

3. The investment registration agency where the investor implements the investment project, establishes or plans to establish an operating office to implement the investment project shall issue, amend and revoke Investment Registration Certificates for the following investment projects:

a) Investment projects implemented in 02 or more provinces;

b) Investment projects implemented inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;

c) Investment projects implemented in industrial parks, export processing zones, hi-tech zones and economic zones where the management boards of industrial parks, export processing zones, hi-tech zones and economic zones are not yet established or do not fall under the management scope of the management boards of industrial parks, export processing zones, hi-tech zones and economic zones.

4. The agency receiving the investment project dossier is the competent agency to issue the Investment Registration Certificate, except for the cases specified in Articles 34 and 35 of this Law.

Article 40. Contents of Investment Registration Certificate

1. Name of the investment project.

2. The investor;

3. Code of the investment project.

4. Location of the investment project, land use area.

5. Objectives, scale of the investment project.

6. Investment capital of the project (including capital contributed by investors and mobilized capital).

7. Duration of the investment project.

8. Schedule of implementation of the investment project, including:

a) Schedule of capital contribution and raising of capital sources;

b) Schedule of implementation of the project’s main operational objectives; for investment projects divided into various phases, the implementation schedule must be specified for each phase.

9. Investment incentives and investment support forms and bases and conditions for application (if any).

10. Conditions applicable to investors implementing investment projects (if any).

Article 41. Adjustment to investment projects

1. During the implementation of an investment project, the investor has the right to adjust the project objectives, transfer a part or the whole of the project to other investors, merge projects or split a project into multiple projects, use the land use rights and assets on land belonging to the project to contribute capital for establishment of enterprises, business cooperation or other contents and must conform with law.

2. The investor shall carry out procedures for adjustment of the Investment Registration Certificate if the adjustment to the investment project results in a change in the contents of the Investment Registration Certificate.

3. For investment projects for which the investment policy has been approved, the investor shall carry out procedures for approval for adjustment to the investment policy in one of the following cases:

a) There is a change in the objectives specified in the investment policy approval decision; the project objectives subject to investment policy approval are added;

b) There is a change in the land area in excess of 10% or more than 30 hectares, or a change in the investment location;

c) There is an increase or decrease of the total investment capital by 20% or more resulting in a change in the project scale;

d) The project implementation schedule is extended by more than 12 months compared with the schedule specified in the initial investment policy approval decision;

dd) The duration of the investment project is adjusted;

e) The applied technology is changed compared with the technology appraised or commented on in the process of investment policy approval;

g) The investor of the project for which the investment policy is approved concurrently with investor approval is changed before the project is put into operation or the requirements for the investor are changed (if any).

4. For projects for which the investment policy has been approved, the investor may not adjust the project implementation schedule by more than 24 months compared with the schedule specified in the initial investment policy approval decision, except in one of the following cases:

a) The investor has to overcome the consequences in case of a force majeure event in accordance with the civil law and the law on land;

b) The project implementation schedule is adjusted due to the delay of the State in allocating land, leasing out land or permitting land use purpose conversion for the investor;

c) The project implementation schedule is adjusted at the request of a state management agency or due to the delay of a state agency in completing administrative procedures;

d) The project is adjusted because a state agency changes the planning;

dd) The project objectives specified in the investment policy approval decision are changed or the project objectives subject to investment policy approval are added;

e) The total investment capital is increased by 20% or more resulting in a change in the project scale.

5. The authority competent to approve the investment policy has the authority to approve the adjustment to the investment policy.

If the proposed adjustment to the investment project results in the project being under the authority to approve the investment policy of a higher-level body, such body is competent to approve the adjustment to the investment policy in accordance with this Article.

6. The order and procedures for approval of investment policy adjustment shall be carried out in accordance with Articles 34, 35 and 36 of this Law for the adjusted contents.

7. If the proposed adjustment to the investment project results in the project being subject to investment policy approval, the investor must carry out procedures for investment policy approval before adjusting the investment project.

8. The Government shall detail this Article.

Section 4. IMPLEMENTATION OF INVESTMENT PROJECTS

Article 42. Principles of implementing investment projects

1. For investment projects subject to investment policy approval, the investment policy must be approved before the investor implements the investment project.

2. For investment projects subject to Investment Registration Certificate issuance, the investor is responsible for carrying out procedures for Investment Registration Certificate issuance before implementing the investment project.

3. The investor is responsible for complying with this Law, laws on planning, land, environment, construction, labor, fire prevention and fighting and other relevant laws as well as the contents of the investment policy decision (if any) and the Investment Registration Certificate (if any) in the course of implementing the investment project.

Article 43. Guarantee for project implementation

1. The investor shall escrow or obtain a bank guarantee of the escrow obligation to guarantee the implementation of an investment project for which the State allocates or leases out land or permits land use purpose conversion, except in the following cases:

a) The investor is allocated land by the State with collection of land use levy or leased land by the State with full one-off rental payment for the entire lease period after winning the auction of land use rights to implement the investment project;

b) The investor wins the bid to implement a land-using investment project;

c) The investor is allocated or leased land by the State on the basis of receipt of transfer of an investment project which completed the escrow payment or the capital contribution or mobilization of capital according to the schedule specified in the investment policy approval decision or Investment Registration Certificate;

d) The investor is allocated or leased land by the State to implement an investment project on the basis of receipt of transfer of land use rights and assets attached to land from another land user.

2. Based on the scale, nature and implementation schedule of each investment project, the escrow amount for investment project implementation guarantee shall range from 1% to 3% of the project’s investment capital. For multi-phase investment projects, the escrow amount shall be paid and refunded for each phase of the project implementation, except in cases where it is not refunded.

3. The Government shall detail this Article.

Article 44. Duration of investment projects

1. The duration of an investment project in an economic zone must not exceed 70 years.

2. The duration of an investment project outside an economic zone must not exceed 50 years. An investment project implemented in an area with difficult or especially difficult socio-economic conditions or an investment project with large investment capital but slow capital recovery may have a longer duration but not exceeding 70 years.

3. For an investment project for which the State allocates or leases land but the investor is late to receive land, the duration and schedule of the investment project shall exclude the time during which the State is late to hand over land to the investor.

4. At the expiration of an investment project, the investor may request an extension of the project duration in conformity with law and if the investor satisfies the conditions prescribed by law, consideration may be given to extending the project duration but not exceeding the maximum duration specified in Clauses 1 and 2 of this Article, except for the following investment projects:

a) Investment projects using obsolete technologies or technologies that potentially pollute the environment or overexploit resources;

b) Investment projects for which investors must transfer assets to the State of Vietnam or the Vietnamese party without compensation.

5. The Government shall detail this Article.

Article 45. Determination of investment capital value; appraisal of investment capital value; appraisal of machinery, equipment and technological lines

1. The investor shall be responsible for ensuring the quality of machinery, equipment and technological lines to implement the investment project in accordance with law.

2. The investor shall self-determine the value of investment capital of the project after the project is put into operation.

3. When necessary to ensure the state management of science and technology or to determine tax calculation bases, a competent state management agency may request independent appraisal of the value of investment capital and the quality and value of machinery, equipment and technological lines after the investment project is put into operation.

4. The investor shall bear the appraisal costs if the appraisal results lead to an increase in tax obligations to the State.

5. The Government shall detail this Article.

Article 46. Transfer of investment projects

1. The investor has the right to transfer the whole or part of an investment project to another investor when the following conditions are satisfied:

a) The transferred investment project or project part is not terminated in the cases specified in Clauses 1 and 2, Article 48 of this Law;

b) The foreign investor receiving the transferred investment project or project part satisfies the conditions specified in Clause 2, Article 24 of this Law;

c) The conditions prescribed by the law on land are satisfied in case of transfer of an investment project associated with transfer of land use rights and assets attached to land;

d) The conditions prescribed by the law on housing and the law on real estate business are satisfied in case of transfer of an investment project for construction of houses or a real estate project;

dd) The conditions specified in the investment policy approval decision, Investment Registration Certificate or other relevant laws are met (if any);

e) When transferring an investment project, in addition to compliance with this Article, a state-owned enterprise shall comply with the law on management and use of state capital invested in enterprises’ production and business before adjusting the investment project.

2. If the conditions for transfer prescribed in Clause 1 of this Article are satisfied, the procedures for transfer of the whole or a part of an investment project shall be carried out as follows:

a) For an investment project for which the investor is selected in accordance with Article 29 of this Law and issued with an Investment Registration Certificate, the investor shall carry out procedures for adjustment of the investment project in accordance with Article 41 of this Law;

b) For an investment project not falling into the case specified in Point a of this Clause, the transfer of the investment project or ownership of assets to the transferee investor shall comply with the civil law, law on enterprises, law on real estate business and other relevant laws.

Article 47. Suspension of investment projects

1. An investor suspending an investment project shall notify the investment registration agency in writing. If an investment project is suspended due to a force majeure event, the investor shall be exempt from land rental or have the land use levy reduced during the period of suspending the project to remedy the consequences caused by the force majeure event.

2. The state management agency in charge of investment shall decide to suspend or partially suspend an investment project in the following cases:

a) In order to protect relics, antiques, national treasures in accordance with the Law on Cultural Heritage;

b) In order to remedy violations of law on environmental protection at the request of a state management agency in charge of the environment;

c) In order to implement measures to ensure labor safety at the request of a state management agency in charge of labor;

d) Under a court judgment or decision or an arbitral award;

dd) The investor fails to properly comply with the contents of the investment policy approval decision or Investment Registration Certificate and has been administratively sanctioned for such violations but continues the violations.

3. The Prime Minister shall decide to suspend or partially suspend an investment project in case the project implementation causes damage or potentially causes damage to national defense and security at the request of the Ministry of Planning and Investment.

4. The Government shall detail the conditions, order, procedures and time limit for suspension of investment projects specified in this Article.

Article 48. Termination of investment projects

1. An investor shall terminate an investment or investment project in the following cases:

a) The investor decides to terminate the operation of the investment project;

b) According to the conditions for termination of operation specified in the contract or enterprise charter;

c) Upon expiration of the investment project.

2. The investment registration agency shall terminate or partially terminate the operation of an investment project in the following cases:

a) The investment project falls into one of the cases specified in Clauses 2 and 3, Article 47 of this Law and the investor is unable to remedy the conditions for suspension of operation;

b) The investor is not permitted to continue using the investment location and fails to carry out procedures for change of investment location within 06 months from the date on which the investor is no longer permitted to use the investment location, except in the case specified in Point d of this Clause;

c) The investment project has been suspended and 12 months after the date of suspension, the investment registration agency cannot contact the investor or the investor’s lawful representative;

d) The investment project is subject to land recovery due to its failure to put land into use or delay in putting land into use in accordance with the law on land;

dd) The investor fails to make an escrow deposit or provide a bank guarantee for the escrow obligation in accordance with law applicable to investment projects subject to investment project implementation guarantee;

e) The investor makes investment on the basis of a sham civil transaction in accordance with the civil law;

g) Under a court judgment or decision or an arbitral award.

3. For projects subject to investment policy approval, the investment registration agency shall terminate the project operation after obtaining opinions of the investment policy approving agency.

4. The investor shall liquidate the investment project in accordance with the law on asset liquidation when the project is terminated, except in the case specified in Clause 5 of this Article.

5. The handling of land use rights and assets attached to land upon termination of investment project operation shall comply with the law on land and other relevant laws.

6. The investment registration agency shall decide to revoke the Investment Registration Certificate if an investment project is terminated in the cases specified in Clause 2 of this Article, except in case of partial termination of the project operation.

7. The Government shall detail the order and procedures for termination of investment projects specified in this Article.

Article 49. Establishment of operating offices of foreign investors in BCC contracts

1. Foreign investors in BCC contracts may establish operating offices in Vietnam to implement the contracts. The location of operating offices shall be decided by foreign investors in BCC contracts according to the requirements of BCC contract implementation.

2. The operating office of a foreign investor in a BCC contract shall have a seal; may open accounts, recruit employees, sign contracts and conduct business activities within the scope of rights and obligations specified in the BCC contract and the Certificate of Registration of Operating Office.

3. The foreign investor in a BCC contract shall submit a dossier of registration of establishment of an operating office to the investment registration agency of the locality where the operating office is intended to be located.

4. A dossier of registration of establishment of an operating office comprises:

a) A written registration of establishment of an operating office, including the name and address of the representative office in Vietnam (if any) of the foreign investor in the BCC contract; name and address of the operating office; contents, duration and scope of operation of the operating office; full name, residence, ID card/citizen identity card or passport number of the head of the operating office;

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

c) A copy of the BCC contract.

5. Within 15 days after receiving the dossier specified in Clause 4 of this Article, the investment registration agency shall issue a Certificate of Registration of Operating Office to the foreign investor in the BCC contract.

Article 50. Termination of operation of operating offices of foreign investors in BCC contracts

1. Within 07 working days after a decision is issued to terminate an operating office, the foreign investor shall send the dossier to the investment registration agency of the locality where the operating office is located.

2. A dossier of notification of termination of operation of an operating office comprises:

a) The decision to terminate the operating office in case of termination ahead of schedule;

b) The list of creditors and settled debts;

c) The list of employees and their benefits which have been settled;

d) The tax authority’s certification that the operating office has completed tax obligations;

dd) The social insurance agency’s certification that the operating office has completed social insurance obligations;

e) The Certificate of Registration of Operating Office;

g) A copy of the Investment Registration Certificate;

h) A copy of the BCC contract.

3. Within 15 days after receiving the dossier specified in Clause 2 of this Article, the investment registration agency shall decide to revoke the Certificate of Registration of Operating Office.

Chapter V OFFSHORE INVESTMENT ACTIVITIES

Section 1. GENERAL PROVISIONS

Article 51. Principles of making offshore investments

1. The State encourages offshore investments in order to expand the market, improve export potential of goods and services, and gain access to modern technologies, raise management capacity and supplement resources for national socio-economic development.

2. Investors making offshore investments shall comply with this Law, relevant laws, laws of the investment-receiving country or territory (hereinafter referred to as receiving country) and relevant international treaties; and take self-responsibility for the efficiency of offshore investments.

Article 52. Forms of offshore investment

1. Investors shall make offshore investments in the following forms:

a) Establishment of economic organizations in accordance with the law of the receiving country;

b) Execution of offshore investment contracts;

c) Purchase or sale of securities, other valuable papers, or investment through securities investment funds, other intermediary financial institutions in foreign countries;

d) Capital contribution, purchase of shares or capital contributions of economic organizations overseas to participate in the management of such economic organizations;

dd) Other forms of investment prescribed by the law of the receiving country.

2. The Government shall detail the implementation of the investment form specified in Point d, Clause 1 of this Article.

Article 53. Sectors and trades banned from offshore investment

1. Sectors and trades banned from business investment prescribed in Article 6 of this Law and relevant international treaties.

2. Sectors and trades involving technologies or products banned from export in accordance with the law on foreign trade management.

3. Sectors and trades banned from investment under the law of the receiving country.

Article 54. Sectors and trades subject to conditional offshore investment

1. Sectors and trades subject to conditional offshore investment include:

a) Banking;

b) Insurance;

c) Securities;

d) Press, broadcasting and television;

dd) Real estate business.

2. The conditions for offshore investment in the sectors and trades specified in Clause 1 of this Article shall be prescribed in laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government and international investment treaties to which the Socialist Republic of Vietnam is a signatory.

Article 55. Sources of offshore investment capital

1. Investors shall be responsible for contributing capital and raising other capital sources to make offshore investments.

2. The borrowing of foreign-currency loans or transfer of foreign-currency investment capital must comply with the conditions and procedures prescribed by the law on banking, credit institutions and foreign exchange management.

3. Based on the objectives of the monetary policy and foreign exchange management policy in each period, the State Bank of Vietnam shall regulate the borrowing of foreign-currency loans by investors from credit institutions or foreign bank branches in Vietnam in accordance with Clause 2 of this Article for making offshore investments.

Section 2. PROCEDURES FOR APPROVAL OF OFFSHORE INVESTMENT POLICY AND DECISIONS ON OFFSHORE INVESTMENTS

Article 56. Authority to approve offshore investment policy

1. The National Assembly shall approve offshore investment policy for the following projects:

a) Projects with an offshore investment capital of VND 20,000 billion or more;

b) Projects that require special mechanisms or policies to be decided by the National Assembly.

2. Except for the investment projects specified in Clause 1 of this Article, the Prime Minister shall approve offshore investment policy for the following projects:

a) Projects in the banking, insurance, securities, press, broadcasting and television or telecommunications sector with an offshore investment capital of VND 400 billion or more;

b) Projects not covered by Point a of this Clause with an offshore investment capital of VND 800 billion or more.

3. Projects other than those specified in Clauses 1 and 2 of this Article are not subject to offshore investment policy approval.

Article 57. Documents, order and procedures for offshore investment policy approval by the National Assembly

1. The investor shall submit a dossier of the offshore investment project to the Ministry of Planning and Investment. The dossier comprises:

a) A written registration for offshore investment;

b) Documents on the legal status of the investor;

c) Project proposal, including the following main contents: form, objectives, scale and location of investment; initial determination of invested capital, plan for capital raising, capital structure; implementation schedule, stages of investment (if any); preliminary assessment of the project’s investment efficiency;

d) Documents proving the investor’s financial capacity, which include at least one of the following: the investor’s financial statements for the last two years; commitment of financial support of the investor’s parent company; commitment of financial support of a financial institution; guarantee for the investor’s financial capacity; other documents proving the investor’s financial capacity;

dd) The investor’s commitment to balancing foreign currency sources, or a permitted credit institution’s commitment to providing foreign currency for the investor;

e) The approval decision of the agency representing state ownership of offshore investment by a state-owned enterprise specified in Clause 1, Article 59 of this Law, or an internal appraisal report on the offshore investment proposal; investment decision on offshore investment in accordance with Clause 2, Article 59 of this Law;

g) For an offshore investment project in the sectors or trades specified in Clause 1, Article 54 of this Law, the investor shall submit a written certification of the competent state agency of satisfaction of offshore investment conditions in accordance with relevant laws (if any).

2. Within 05 working days after receiving a complete dossier, the Ministry of Planning and Investment shall report to the Prime Minister for establishing a State Appraisal Council.

3. Within 90 days after its establishment, the State Appraisal Council shall organize appraisal of the dossier and prepare an appraisal report for submission to the Government. The appraisal report shall contain the following contents:

a) Conditions for issuance of the Offshore Investment Registration Certificate specified in Article 60 of this Law;

b) Legal status of the investor;

c) Necessity of making the investment overseas;

d) Conformity of the investment project with Clause 1, Article 51 of this Law;

dd) Form, scale, location and schedule of investment project implementation, offshore investment capital, and capital sources;

e) Assessment of level of risks in the receiving country.

4. At least 60 days before the opening of a National Assembly session, the Government shall send a dossier seeking approval for offshore investment policy to the agency in charge of appraisal of the National Assembly.

5. The dossier seeking approval for offshore investment policy comprises:

a) The Government’s proposal;

b) The dossier specified in Clause 1 of this Article;

c) The appraisal report of the State Appraisal Council;

d) Other relevant documents.

6. The contents of appraisal of the proposal for approval for offshore investment policy include:

a) Fulfillment of the criteria for determining a project subject to offshore investment policy approval by the National Assembly;

b) Necessity of making the investment overseas;

c) Conformity of the investment project with Clause 1, Article 51 of this Law;

d) Form, scale, location and schedule of investment project implementation, offshore investment capital, and capital sources;

dd) Assessment of level of risks in the receiving country;

e) Special mechanisms and policies, investment incentives and support, and applicable conditions (if any).

7. The Government and relevant agencies, organizations and individuals shall be responsible to fully provide information and documents for appraisal and explain issues relating to the project contents at the request of the appraising agency of the National Assembly.

8. The National Assembly shall consider and pass a resolution on approval for offshore investment policy, which contains the following contents:

a) The investor to implement the project;

b) Objectives and location of investment;

c) Offshore investment capital and sources of offshore investment capital;

d) Special mechanisms and policies, investment incentives and support, and applicable conditions (if any).

9. The Government shall detail the order and procedures for the State Appraisal Council to appraise dossiers of offshore investment projects.

Article 58. Documents, order and procedures for approval for offshore investment policy by the Prime Minister

1. The dossier of an investment project shall be prepared in accordance with Clause 1, Article 57 of this Law.

2. The investor shall submit the project dossier to the Ministry of Planning and Investment. Within 03 working days after receiving a complete dossier, the Ministry of Planning and Investment shall send the dossier to relevant state agencies for appraisal opinions.

3. Within 15 days after receiving the dossier, the consulted agencies shall provide appraisal opinions in writing on the issues within their state management scope.

4. Within 30 days after receiving the dossier, the Ministry of Planning and Investment shall organize appraisal and prepare an appraisal report for submission to the Prime Minister. The appraisal report shall contain the contents specified in Clause 3, Article 57 of this Law.

5. The Prime Minister shall consider approving the offshore investment policy with the contents specified in Clause 8, Article 57 of this Law.

Article 59. Decisions on offshore investments

1. The decision on offshore investments by state-owned enterprises shall comply with the law on management and use of state capital invested in manufacturing and business activities of enterprises and other relevant laws.

2. Offshore investment activities other than those specified in Clause 1 of this Article shall be decided by investors in accordance with the Law on Enterprises.

3. The investor and the agency deciding on offshore investment specified in Clauses 1 and 2 of this Article shall take responsibility for their decisions on offshore investments.

Section 3. PROCEDURES FOR ISSUANCE, AMENDMENT AND REVOCATION OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATE

Article 60. Conditions for issuance of Offshore Investment Registration Certificate

1. The offshore investment activities conform to the principles specified in Article 51 of this Law.

2. The investment is not made in the sectors or trades banned from offshore investment specified in Article 53 of this Law and satisfies the offshore investment conditions for the sectors and trades subject to conditional offshore investment specified in Article 54 of this Law.

3. The investor commits to self-balance foreign currency sources or has a permitted credit institution’s commitment to arranging foreign currency sources for conducting offshore investment activities.

4. The decision on offshore investment has been issued in accordance with Article 59 of this Law.

5. There is a written certification of the tax authority of the investor’s fulfillment of tax payment obligations. The tax authority’s certification date must not be more than 03 months by the time of submission of the investment project dossier.

Article 61. Procedures for issuance of Offshore Investment Registration Certificate

1. For projects subject to offshore investment policy approval, the Ministry of Planning and Investment shall issue an Offshore Investment Registration Certificate to the investor within 05 working days after receiving the offshore investment policy approval and the decision on offshore investment in accordance with Article 59 of this Law.

2. For projects other than those specified in Clause 1 of this Article, the investor shall submit a dossier of request for issuance of an Offshore Investment Registration Certificate to the Ministry of Planning and Investment. The dossier comprises:

a) A written registration for offshore investment;

b) Documents on the legal status of the investor;

c) The decision on offshore investment in accordance with Article 59 of this Law;

d) The investor’s commitment to self-balance foreign currency sources or a permitted credit institution’s commitment to arranging foreign currency sources for the investor in accordance with Clause 3, Article 60 of this Law;

dd) For an offshore investment project in the sectors or trades specified in Clause 1, Article 54 of this Law, the investor shall submit a written approval of the competent state agency of satisfaction of the offshore investment conditions in accordance with relevant laws (if any).

3. If the transferred foreign currency capital is equivalent to VND 20 billion or more, the Ministry of Planning and Investment shall obtain a written opinion of the State Bank of Vietnam.

4. Within 15 days after receiving the dossier specified in Clause 2 of this Article, the Ministry of Planning and Investment shall issue an Offshore Investment Registration Certificate. In case of refusal, the Ministry of Planning and Investment shall notify the investor in writing and provide a clear explanation.

5. The Government shall detail the order and procedures for appraisal of offshore investment projects and for issuance, amendment and revocation of Offshore Investment Registration Certificates.

Article 62. Contents of Offshore Investment Registration Certificate

1. Code of the investment project.

2. The investor.

3. Name of the investment project, name of the economic organization overseas (if any).

4. Objectives and location of investment.

5. Form of investment, investment capital, sources of investment capital, forms of capital, schedule for conducting offshore investment activities.

6. Rights and obligations of the investor.

7. Investment incentives and support (if any).

Article 63. Amendment of Offshore Investment Registration Certificate

1. The investor shall carry out procedures for amendment of an Offshore Investment Registration Certificate in the following cases:

a) Change of the Vietnamese investor;

b) Change of the investment form;

c) Change of the offshore investment capital, sources of investment capital or forms of capital;

d) Change of location of investment activities for projects requiring an investment location;

dd) Change of the main objective of overseas investment activities;

e) Use of overseas investment profits in accordance with Points a and b, Clause 1, Article 67 of this Law.

2. The investor shall update on the National Investment Information System when changing other contents not mentioned in Clause 1 of this Article.

3. A dossier of request for amendment of an Offshore Investment Registration Certificate comprises:

a) A written request for amendment of the Offshore Investment Registration Certificate;

b) Documents on the legal status of the investor;

c) A report on the operation status of the investment project up to the time of submission of the dossier of request for amendment of the Offshore Investment Registration Certificate;

d) The decision on amendment of the offshore investment activities in accordance with Article 59 of this Law or the documents specified in Point e, Clause 1, Article 57 of this Law;

dd) A copy of the Offshore Investment Registration Certificate;

e) A written certification of the tax authority of the investor’s fulfillment of tax payment obligations in case of amendment to increase the offshore investment capital. The tax authority’s certification date must not be more than 03 months by the time of dossier submission.

4. The Ministry of Planning and Investment shall amend the Offshore Investment Registration Certificate within 15 days after receiving the dossier specified in Clause 3 of this Article.

5. For projects subject to offshore investment policy approval, the Ministry of Planning and Investment shall carry out procedures for approval of amendment of the offshore investment policy in accordance with Clause 8, Article 57 of this Law before amending the Offshore Investment Registration Certificate.

6. If the proposed amendment of the Offshore Investment Registration Certificate results in the project being subject to offshore investment policy approval, the procedures for offshore investment policy approval must be carried out before amending the Offshore Investment Registration Certificate.

7. The agency or person having competence to approve the offshore investment policy has the competence to approve the amendment of the offshore investment policy. The agency or person having competence to decide on offshore investment has the competence to decide to amend the contents of the decision on offshore investment.

8. If the proposed amendment to an investment project results in the project being under the authority to approve the offshore investment policy of a higher-level body, such body is competent to approve the amendment of the offshore investment policy.

Article 64. Revocation of Offshore Investment Registration Certificate

1. An Offshore Investment Registration Certificate shall be revoked in the following cases:

a) The investor decides to terminate the operation of the investment project;

b) The investment project’s duration expires under the law of the receiving country;

c) The investment project’s operation is terminated according to the conditions specified in the contract or the enterprise’s charter;

d) The investor transfers the entire offshore investment capital to a foreign investor;

dd) The investor fails to implement or is unable to implement the investment project according to the schedule registered with the state management agency after 24 months from the date of issuance of the Offshore Investment Registration Certificate and does not carry out procedures for adjusting the project implementation schedule;

e) The economic organization overseas is dissolved or goes bankrupt in accordance with the law of the receiving country;

g) Under a court judgment or decision or an arbitral award.

2. The investor shall be responsible for carrying out procedures for termination of the investment project overseas in accordance with the law of the receiving country and for revocation of the Offshore Investment Registration Certificate.

3. The Ministry of Planning and Investment shall revoke the Offshore Investment Registration Certificate.

Section 4. IMPLEMENTATION OF OVERSEAS INVESTMENT ACTIVITIES

Article 65. Opening of offshore investment capital accounts

1. The investor shall open an offshore investment capital account at a permitted credit institution in Vietnam in accordance with the law on foreign exchange management.

2. Any transfer of money from Vietnam to overseas and vice versa relating to offshore investment activities must be made via the investment capital account specified in Clause 1 of this Article in accordance with the law on foreign exchange management.

Article 66. Transfer of investment capital overseas

1. Investors may transfer investment capital overseas to conduct investment activities when satisfying the following conditions:

a) They have been issued with an Offshore Investment Registration Certificate, except in the case specified in Clause 3 of this Article;

b) The investment activities have been approved or licensed by a competent agency of the receiving country. If the law of the receiving country does not provide for investment licensing or approval, the investor must have documents proving the right to make investment in the receiving country;

c) They have a capital account in accordance with Article 65 of this Law.

2. The transfer of investment capital overseas must comply with the law on foreign exchange management, export and technology transfer and other relevant laws.

3. The investor may transfer foreign currencies or goods and equipment overseas to serve market surveys and research and implement other investment preparation activities in accordance with the Government’s regulations.

Article 67. Use of overseas profits

1. The investor may retain profits earned from overseas investments for reinvestment in the following cases:

a) To continue contributing investment capital overseas if the capital has not been fully contributed as registered;

b) To increase the offshore investment capital;

c) To implement a new investment project overseas.

2. The investor shall carry out procedures for amendment of the Offshore Investment Registration Certificate in accordance with Article 63 of this Law for the cases specified in Points a and b, Clause 1 of this Article, and procedures for issuance of an Offshore Investment Registration Certificate in accordance with Article 61 of this Law for the case specified in Point c, Clause 1 of this Article.

Article 68. Transfer of profits to Vietnam

1. Unless profits are retained in accordance with Article 67 of this Law, within 06 months after the date of the tax finalization report or a document of equivalent legal validity in accordance with the law of the receiving country, the investor shall transfer all profits and other incomes earned from overseas investments to Vietnam.

2. If the investor fails to transfer profits and other incomes to Vietnam within the time limit specified in Clause 1 of this Article, the investor shall notify the Ministry of Planning and Investment and the State Bank of Vietnam in writing in advance. The profits transfer time limit may be extended for no more than 12 months from the expiration of the time limit specified in Clause 1 of this Article.

3. If the investor has not yet transferred profits to Vietnam on the expiration of the time limit specified in Clause 1 of this Article and fails to notify or has not yet transferred profits on the expiration of the extended time limit specified in Clause 2 of this Article, the investor will face penalties in accordance with law.

Chapter VI STATE MANAGEMENT OF INVESTMENT

Article 69. Responsibilities for state management of investment

1. The Government shall perform unified state management of investment activities in Vietnam and offshore investment activities.

2. The Ministry of Planning and Investment shall assist the Government in performing unified state management of investment activities in Vietnam and offshore investment activities and has the following responsibilities and powers:

a) To submit to the Government and the Prime Minister for promulgation strategies, plans and policies on investment activities in Vietnam and offshore investment activities;

b) To promulgate or submit to competent authorities for promulgation legal documents on investment activities in Vietnam and offshore investment activities;

c) To promulgate forms of documents for implementation of investment procedures for investment activities in Vietnam and offshore investment activities;

d) To guide, disseminate, organize implementation, monitor, inspect and assess the implementation of legal documents on investment;

dd) To develop and submit to competent authorities for promulgation mechanisms for settlement of investors’ problems and prevention of disputes between the State and investors;

e) To synthesize, assess and report on investment activities in Vietnam and offshore investment activities;

g) To develop, manage and operate the National Investment Information System and the National Investment Database;

h) To issue, amend and revoke the Offshore Investment Registration Certificate;

i) To perform state management of industrial parks, export processing zones and economic zones;

k) To perform state management of investment promotion and coordinate investment promotion activities in Vietnam and overseas;

l) To inspect, examine, supervise and assess investment activities and manage and coordinate the management of investment activities within its competence;

m) To negotiate and sign international treaties related to investment within its competence;

n) To perform other state management responsibilities related to investment as assigned by the Government and the Prime Minister.

3. Ministries and ministerial-level agencies shall, within the scope of their duties and powers, cooperate with the Ministry of Planning and Investment in performing state management of investment activities in Vietnam and offshore investment activities, including:

a) To cooperate with the Ministry of Planning and Investment and other ministries and ministerial-level agencies in formulating laws and policies related to investment;

b) To take lead and cooperate with other ministries and ministerial-level agencies in formulating and promulgating legal documents, policies, standards, technical regulations and providing guidance on their implementation;

c) To submit to the Government for promulgation within its competence business investment conditions for the sectors and trades specified in Article 7 of this Law;

d) To take lead and cooperate with the Ministry of Planning and Investment in formulating planning, plans and lists of projects to attract investment capital of sectors; to organize sector-specific investment promotion;

dd) To participate in the appraisal of investment projects subject to investment policy approval in accordance with this Law and take responsibility for the appraisal contents within the scope of their assigned functions and tasks;

e) To supervise, assess, and conduct specialized inspection of satisfaction of investment conditions and perform state management of investment projects within their competence;

g) To take lead and cooperate with provincial People’s Committees and ministries and ministerial-level agencies in handling difficulties and problems of investment projects in the areas under state management; to guide the decentralization and authorization for the management boards of industrial parks, export processing zones, hi-tech parks and economic zones in performing state management tasks in industrial parks, export processing zones, hi-tech parks and economic zones;

h) To periodically assess the socio-economic efficiency of investment projects within the scope of state management and send assessment reports to the Ministry of Planning and Investment;

i) To provide relevant information for development of the National Investment Database; to maintain and update the investment management information system for the assigned areas and integrate it into the National Investment Information System.

4. Provincial People’s Committees and investment registration agencies shall, within the scope of their duties and powers, perform state management responsibilities for investment activities in Vietnam and offshore investment activities, including:

a) To cooperate with ministries and ministerial-level agencies in formulating and publicizing the Lists of local projects calling for investment;

b) To take lead or participate in appraising investment projects subject to investment policy approval in accordance with this Law and take responsibility for the appraisal contents within the scope of their assigned functions and tasks; to take lead in carrying out procedures for issuance, amendment and revocation of Investment Registration Certificates;

c) To perform state management of investment projects in the locality;

d) To settle within their competence or request competent authorities to settle investors’ difficulties and problems;

dd) To periodically assess the efficiency of investment activities in the locality and report to the Ministry of Planning and Investment;

e) To provide relevant information for development of the National Investment Database; to maintain and update the National Investment Information System;

g) To direct the organization, monitoring and assessment of the implementation of the investment reporting regime.

5. Vietnam’s representative agencies overseas shall monitor and support investment activities and protect the lawful rights and interests of Vietnamese investors in receiving countries.

Article 70. Monitoring and assessment of investment

1. Investment monitoring and assessment cover:

a) Monitoring and assessment of investment projects;

b) Overall monitoring and assessment of investment.

2. Responsibilities for investment monitoring and assessment include:

a) The state management agencies in charge of investment and specialized state management agencies shall carry out overall monitoring and assessment of investment and monitoring and assessment of investment projects within the scope of their management;

b) Investment registration agencies shall monitor and assess investment projects within their authority to issue Investment Registration Certificates.

3. The contents of monitoring and assessment of investment projects include:

a) For investment projects using state capital for business investment, the state management agencies in charge of investment and specialized state management agencies shall monitor and assess investment projects in accordance with the approved contents and criteria in investment decisions;

b) For investment projects using other capital sources, the state management agencies in charge of investment and specialized state management agencies shall monitor and assess the objectives and conformity of investment projects with the planning and investment policy approved by competent authorities, project implementation schedule, satisfaction of requirements on environmental protection, technologies, land use, other resources in accordance with law;

c) Investment registration agencies shall monitor and assess the contents specified in the Investment Registration Certificate or the investment policy approval.

4. The contents of overall monitoring and assessment of investment include:

a) Promulgation of detailed legal documents and implementation guidance; implementation of the provisions of law on investment;

b) Situation of implementation of investment projects;

c) Assessment of investment results nationwide, by ministries, ministerial-level agencies, localities and investment projects by level;

d) Recommendations to the state management agencies at the same level and higher-level state management agencies in charge of investment on assessment results of investment and measures to address problems and violations of the law on investment.

5. In conducting assessment, agencies and organizations shall conduct self-assessment or hire experts and consultancy organizations that satisfy the conditions and capabilities to conduct investment assessment.

6. The Government shall detail this Article.

Article 71. National Investment Information System

1. The National Investment Information System consists of:

a) The National Information System on Domestic Investment;

b) The National Information System on Foreign Investment in Vietnam;

c) The National Information System on Vietnamese Investments Overseas;

d) The National Information System on Investment Promotion;

dd) The National Information System on Industrial Parks and Economic Zones.

2. The Ministry of Planning and Investment shall take lead and cooperate with relevant agencies in developing and operating the National Investment Information System; develop the National Investment Database; and assess the operation of the system by central and local state management agencies in charge of investment.

3. State management agencies in charge of investment and investors shall fully, promptly and accurately update relevant information on the National Investment Information System.

4. The information on investment projects stored in the National Investment Information System shall have legal validity as original information on investment projects.

Article 72. Reporting regime on investment activities in Vietnam

1. Entities subject to the reporting regime include:

a) Ministries, ministerial-level agencies and provincial People’s Committees;

b) Investment registration agencies;

c) Investors and economic organizations implementing investment projects in accordance with this Law.

2. The periodical reporting regime shall be implemented as follows:

a) Quarterly and annually, investors and economic organizations implementing investment projects shall report to investment registration agencies and local statistical agencies on the status of project implementation, including: implemented investment capital, investment and business results, labor, state budget payments, investment in research and development, environmental treatment and protection, specialized indicators by area of operation;

b) Quarterly and annually, investment registration agencies shall report to the Ministry of Planning and Investment and provincial People’s Committees on the receipt, issuance, amendment and revocation of Investment Registration Certificates and the operation status of investment projects under their management;

c) Quarterly and annually, provincial People’s Committees shall synthesize and report to the Ministry of Planning and Investment on the local investment;

d) Quarterly and annually, ministries and ministerial-level agencies shall report on the issuance, amendment and revocation of Investment Registration Certificates or other documents of equivalent legal validity within the scope of their management (if any); report on investment activities related to the scope of management of the sector and send reports to the Ministry of Planning and Investment for synthesis and report to the Prime Minister;

dd) Annually, the Ministry of Planning and Investment shall report to the Prime Minister on the investment nationwide and present an assessment report on the implementation of the investment reporting regime by the agencies specified in Clause 1 of this Article.

3. Agencies, investors and economic organizations shall make reports in writing and via the National Investment Information System.

4. The agencies, investors and economic organizations specified in Clause 1 of this Article shall make ad hoc reports at the request of competent state agencies.

5. For investment projects not subject to issuance of an Investment Registration Certificate, investors shall report to the investment registration agency before implementing the investment project.

Article 73. Reporting regime on overseas investment activities

1. The agencies, organizations and individuals subject to the reporting regime include:

a) Ministries and ministerial-level agencies tasked with management of overseas investment activities in accordance with law and agencies representing state capital in enterprises;

b) Investors implementing offshore investment projects in accordance with this Law.

2. The reporting regime for the entities specified at Point a, Clause 1 of this Article shall be implemented as follows:

a) Annually, they shall report on the management of overseas investment activities according to their assigned functions and tasks to the Ministry of Planning and Investment for synthesis and report to the Prime Minister;

b) Annually, the Ministry of Planning and Investment shall report to the Prime Minister on overseas investment activities.

3. The reporting regime for investors shall be implemented as follows:

a) Within 60 days after an investment project is approved or licensed in accordance with the law of the receiving country, the investor shall send a written notification of the overseas investment activity enclosed with a copy of the investment project approval document or the document proving the right to make investment in the receiving country to the Ministry of Planning and Investment, the State Bank of Vietnam and Vietnam’s representative agency in the receiving country;

b) Quarterly and annually, the investor shall send a report on the operation status of the investment project to the Ministry of Planning and Investment, the State Bank of Vietnam and Vietnam’s representative agency in the receiving country;

c) Within 06 months after the tax finalization report or a document of equivalent legal validity in accordance with the law of the receiving country is available, the investor shall report on the operation status of the project enclosed with the financial statements, tax finalization report or document of equivalent legal validity in accordance with the law of the receiving country to the Ministry of Planning and Investment, the State Bank of Vietnam, the Ministry of Finance, Vietnam’s representative agency in the receiving country and the competent state management agency in accordance with this Law and other relevant laws;

d) For an offshore investment project using state capital, in addition to the reporting regime specified at Points a, b and c of this Clause, the investor shall comply with the investment reporting regime in accordance with the law on management and use of state capital invested in enterprises’ manufacturing and business activities.

4. The reports specified in Clauses 2 and 3 of this Article shall be made in writing and via the National Investment Information System.

5. The agencies and investors specified in Clause 1 of this Article shall make ad hoc reports at the request of competent state agencies in relation to state management work or arising issues related to the investment project.

Article 74. Investment promotion activities

1. The Government shall direct the formulation and organization of implementation of investment promotion policies and orientations to promote and facilitate investment activities by sector, area and partner in conformity with the socio-economic development strategy, planning, plans and objectives in each period; ensure the implementation of interregional and intersectoral investment promotion programs and activities in association with trade promotion and tourism promotion.

2. The Ministry of Planning and Investment shall formulate and organize the implementation of plans and national investment promotion programs; coordinate interregional and interprovincial investment promotion activities; and monitor, supervise and assess the efficiency of investment promotion activities nationwide.

3. Ministries, ministerial-level agencies and provincial People’s Committees shall, within the scope of their duties and powers, formulate and organize the implementation of plans and programs on investment promotion in the domains and areas under their management in conformity with the socio-economic development strategy, planning, plans and national investment promotion program.

4. The funds for formulation and organization of implementation of investment promotion programs shall be allocated from the state budget and other lawful support sources.

5. The Government shall detail this Article.

Chapter VII IMPLEMENTATION PROVISIONS

Article 75. Amendments to some articles of laws related to business investment

1. To amend some articles of the Law on Housing No. 65/2014/QH13 which has been amended in some articles in accordance with Law No. 40/2019/QH14 as follows:

a) To amend Clause 2, Article 21 as follows:

“2. To have escrow capital or a bank guarantee of the escrow obligation for each project in accordance with the Law on Investment.”;

b) To amend Point c, Clause 2, Article 22 as follows:

“c) The investor shall be approved in accordance with the Law on Investment. In case many investors are approved, the investor shall be selected in accordance with the Construction Law.

The Government shall detail this Point.”;

c) To amend Clause 1, Article 23 as follows:

“1. To have lawful residential land use rights and land use rights for other categories of land permitted by a competent state agency to be converted to residential land.”;

d) To amend Clause 2, Article 170 as follows:

“2. For other housing construction projects subject to investment policy approval in accordance with the Law on Investment, the provisions of the Law on Investment shall apply.”;

dd) To amend Clause 7, Article 175 as follows:

“7. To organize training and refresher courses on professional skills in housing development and management; to provide regulations on certification of completion of training courses on apartment building management and operation; to provide regulations on apartment building ranking and recognition of ranking results.”;

e) To repeal Clause 3, Article 22 and Article 171.

2. To amend some articles of the Law on Real Estate Business No. 66/2014/QH13 as follows:

a) To amend Clause 1, Article 10 as follows:

“1. Organizations and individuals conducting real estate business must establish an enterprise or cooperative (hereinafter referred to collectively as enterprise), except in the case specified in Clause 2 of this Article.”;

b) To amend Article 50 as follows:

“Article 50. Authority to approve transfer of the whole or a part of real estate projects

1. For real estate projects for which the investor is approved or issued with an Investment Registration Certificate in accordance with the Law on Investment, the authority and procedures for transfer of the whole or a part of the project shall comply with the Law on Investment.

2. For real estate projects other than those specified in Clause 1 of this Article, the authority to approve transfer of the whole or a part of the project is prescribed as follows:

a) The provincial-level People’s Committee shall decide to approve transfer of the whole or a part of real estate projects for projects for which the investment is decided by the provincial-level People’s Committee;

b) The Prime Minister shall decide to approve transfer of the whole or a part of real estate projects for projects for which the investment is decided by the Prime Minister.”;

c) To add an opening paragraph before Clause 1, Article 51 as follows:

“The procedures for transfer of the whole or a part of real estate projects specified in Clause 2, Article 50 of this Law are prescribed as follows:”.

3. To amend some points of Clause 2, Article 25 of the Law on Environmental Protection No. 55/2014/QH13, which have been amended in some articles in accordance with Law No. 35/2018/QH14 and Law No. 39/2019/QH14, as follows:

a) To amend Point a, Clause 2, Article 25 as follows:

“a) For the subjects specified in Article 18 of this Law, the competent authority shall rely on the preliminary environmental impact assessment to approve the investment policy; the investor may only implement the project after the environmental impact assessment report is approved.

For public investment projects, the competent authority shall rely on the preliminary environmental impact assessment to decide on the investment policy; and rely on the environmental impact assessment to decide on investment for the subjects specified in Article 18 of this Law. The Government shall detail the subjects and contents of preliminary environmental impact assessment;”;

b) To amend Point dd, Clause 2, Article 25 as follows:

“dd) For projects not specified at Points a, b, c and d of this Clause, the competent authority shall rely on the preliminary environmental impact assessment to issue an Investment Registration Certificate, except in cases of issuance of an Investment Registration Certificate at the request of the investor; the investor may only implement the project after the environmental impact assessment report is approved.”.

4. To amend some articles of the Law on Corporate Income Tax No. 14/2008/QH12, which have been amended in some articles in accordance with Law No. 32/2013/QH13 and Law No. 71/2014/QH13, as follows:

a) To add Clause 5a after Clause 5, Article 13 as follows:

“5a. For investment projects specified in Clause 2, Article 20 of the Law on Investment, the Prime Minister shall decide to apply the incentive tax rate reduced by not more than 50% compared with the incentive tax rate specified in Clause 1 of this Article; the duration of application of the incentive tax rate shall not exceed 1.5 times the duration of application of the incentive tax rate specified in Clause 1 of this Article and may be extended for not more than 15 years and not exceed the duration of the investment project.”;

b) To add Clause 1a after Clause 1, Article 14 as follows:

“1a. For investment projects specified in Clause 2, Article 20 of the Law on Investment, the Prime Minister shall decide to apply tax exemption for not more than 06 years and 50% reduction of payable tax for not more than 13 subsequent years.”.

5. To amend some articles of the Law on Cinema No. 62/2006/QH11, which have been amended in some articles in accordance with Law No. 31/2009/QH12 and Law No. 35/2018/QH14, as follows:

a) To repeal Articles 14, 15 and Clause 3, Article 30;

b) To remove the number “14” and the comma “,” right after the number “14” in Article 55.

6. To repeal Article 10 and Point a, Clause 2, Article 43 of the Law on Urban Planning No. 30/2009/QH12, which have been amended in some articles in accordance with Law No. 77/2015/QH13, Law No. 35/2018/QH14 and Law No. 40/2019/QH14.

Article 76. Implementation provisions

1. This Law takes effect on January 1, 2021, except for the provisions of Clause 2 of this Article.

2. The provisions of Clause 3, Article 75 of this Law take effect on September 1, 2020.

3. The Law on Investment No. 67/2014/QH13, which has been amended in some articles in accordance with Law No. 90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No. 28/2018/QH14 and Law No. 42/2019/QH14, ceases to be effective from the effective date of this Law, except for Article 75 of Law No. 67/2014/QH14.

4. Vietnamese citizens may use their personal identification numbers in replacement of copies of citizen identity cards, people’s identity cards, passports and other personal identification papers when carrying out administrative procedures specified in the Law on Investment and the Law on Enterprises when the national database on population is connected to the national database on investment registration and enterprise registration.

5. If any legal document refers to provisions on project approval decision or investment policy decision in accordance with the Law on Investment, the provisions on investment policy approval in accordance with this Law shall apply.

Article 77. Transitional provisions

1. Investors that have been issued with an Investment License, Certificate of Investment Incentives, Investment Certificate or Investment Registration Certificate before the effective date of this Law may continue implementing their investment projects in accordance with the issued Investment License, Certificate of Investment Incentives, Investment Certificate or Investment Registration Certificate.

2. Investors are not required to carry out procedures for investment policy approval in accordance with this Law for their investment projects falling into one of the following cases:

a) The investor has obtained a decision on investment policy, investment policy approval or investment approval from a competent state agency in accordance with the laws on investment, housing, urban areas and construction before the effective date of this Law;

b) The investment project is not subject to investment policy approval, investment policy decision, investment approval or issuance of an Investment Registration Certificate in accordance with the laws on investment, housing, urban areas and construction and the investor started implementation of the investment project in accordance with law before the effective date of this Law;

c) The investor won the bid for investor selection or the auction of land use rights before the effective date of this Law;

d) The project was issued with a Certificate of Investment Incentives, Investment License, Investment Certificate or Investment Registration Certificate before the effective date of this Law.

3. In case of adjustment to the investment projects specified in Clause 2 of this Article and the adjusted contents are subject to investment policy approval in accordance with this Law, the procedures for investment policy approval or adjustment to investment policy must be carried out in accordance with this Law.

4. For investment projects that were implemented or approved for implementation in accordance with law before July 1, 2015, and are subject to investment project implementation guarantee in accordance with this Law, the investor is not required to make an escrow deposit or provide a bank guarantee of the escrow obligation. If the investor adjusts the project objectives or schedule, converts the land use purpose after this Law takes effect, the investor must make an escrow deposit or provide a bank guarantee of the escrow obligation in accordance with this Law.

5. Debt collection service contracts signed before the effective date of this Law shall cease to be effective from the effective date of this Law; the contracting parties may carry out activities to liquidate such debt collection service contracts in accordance with the civil law and other relevant laws.

6. Foreign-invested economic organizations entitled to more favorable market access conditions than those prescribed in the List promulgated in accordance with Article 9 of this Law may continue enjoying the conditions specified in the issued Investment Registration Certificates.

7. The provisions of Clause 3, Article 44 of this Law apply to both investment projects handed over with land before the effective date of this Law and investment projects not yet handed over with land.

8. If law requires that a dossier of administrative procedures must include an Investment Registration Certificate or an investment policy approval but the investment project is not subject to issuance of an Investment Registration Certificate or investment policy approval in accordance with this Law, the investor is not required to submit the Investment Registration Certificate or the investment policy approval.

9. For localities facing difficulties in arranging land funds for development of houses, service works and public facilities for workers in industrial parks, competent state agencies may adjust the planning for construction of industrial parks (for industrial parks established before July 1, 2014) to use part of the land area for development of houses, service works and public facilities for workers in such industrial parks.

The land area used for development of houses, service works and public facilities for workers in industrial parks after planning adjustment must be outside the geographical boundaries of the industrial parks and ensure the distance for environmental safety in accordance with the law on construction and other relevant laws.

10. The transitional provisions for offshore investment activities are prescribed as follows:

a) The provisions on the duration of offshore investment projects in the Offshore Investment License or Certificate issued before July 1, 2015, shall cease to be effective;

b) Investors issued with an Offshore Investment License or Certificate or an Offshore Investment Registration Certificate for making offshore investment in the sectors or trades subject to conditional offshore investment in accordance with this Law may continue implementing them according to the issued Offshore Investment License or Certificate or Offshore Investment Registration Certificate.

11. From the effective date of this Law, for valid dossiers that were received and the time limit for settlement has expired but the results have not been returned as prescribed in Law No. 67/2014/QH13, which has been amended in some articles in accordance with Law No. 90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No. 28/2018/QH14 and Law No. 42/2019/QH14, the provisions of Law No. 67/2014/QH13, which has been amended in some articles in accordance with Law No. 90/2015/QH13, Law No. 03/2016/QH14, Law No. 04/2017/QH14, Law No. 28/2018/QH14 and Law No. 42/2019/QH14, shall continue to apply.

12. The Government shall detail this Article.

This Law was passed by the 14th National Assembly of the Socialist Republic of Vietnam at its 9th session on June 17, 2020.

APPENDICES

(Enclosed with the Law on Investment No. 61/2020/QH14)

Appendix I NARCOTIC SUBSTANCES BANNED FROM BUSINESS INVESTMENT

A. Substances and their salts, isomers, esters, ethers and salts of existing isomers, esters and ethers of these substances

B. Substances and their salts and existing isomers of these substances

Here are the translations for the remaining parts of the Appendices:

C. Substances and their existing salts

D. Following substances

Appendix II LIST OF BANNED CHEMICALS AND MINERALS

Appendix III LIST OF GROUP I ENDANGERED, PRECIOUS AND RARE FOREST PLANTS, ANIMALS AND AQUATIC SPECIES

LIST OF ENDANGERED, PRECIOUS AND RARE FOREST PLANTS AND ANIMALS

IA

IB

LIST OF ENDANGERED, PRECIOUS AND RARE AQUATIC SPECIES

GROUP I

Appendix IV LIST OF CONDITIONAL BUSINESS INVESTMENT SECTORS AND TRADES