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THE NATIONAL ASSEMBLY ______ Law No.59/2005/QH11 |
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THE NATIONAL ASSEMBLY XIth Term, 8th session (From October 18 to ______ INVESTMENT LAW Pursuant to the 1992 Constitution of the Socialist
Republic of Vietnam, which was amended and supplemented under Resolution No.
51/2001/QH10 dated This Law provides for investment activities. Chapter I GENERAL PROVISIONS Article 1. Regulation scope This Law provides for investment activities for
business purposes; rights and obligations of investors; assurance of
legitimate rights and interests of investors; investment encouragement and
preferences; state management of investment in Article 2. Application subjects 1. Domestic and foreign investors carrying out
investment activities in the Vietnamese territory and making offshore
investment from 2. Organizations and individuals involved in
investment activities. Article 3. Interpretation of terms In this Law, the terms below shall be construed as
follows: 1. Investment means the use of capital in the
form of tangible or intangible assets by investors to create assets for
carrying out investment activities in accordance with the provisions of this
Law and other relevant provisions of law. 2. Direct investment means a form of
investment whereby investors use capital for investment and take part in the
management of investment activities. 3. Indirect investment means a form of
investment through the purchase of shares, share certificates, bonds, other
valuable papers or a securities investment fund and through other
intermediary financial institutions whereby investors do not directly
participate in the management of investment activities. 4. Investors means any organizations or
individuals carrying out investment activities in accordance with the
provisions of Vietnamese law, including: a) Enterprises of all economic sectors, which are
established under the Enterprise Law; b) Cooperatives, unions of cooperatives, which are
established under the Cooperatives Law; c) Foreign-invested enterprises, which are
established before the effective date of this Law; d) Business households, individuals; e) Foreign organizations and individuals; overseas
Vietnamese; foreigners permanently residing in f) Other organizations as provided by Vietnamese
law. 5. Foreign investors mean foreign
organizations or individuals using capital for investment activities in 6. Foreign-invested enterprises include
enterprises established by foreign investors to carry out investment
activities in 7. Investment activities mean activities of
investors in the investment process, covering the stages of investment
preparation, execution and management of investment projects. 8. Investment project means a combination of
proposals on the use of medium- or long-term capital to carry out investment
activities in a specific geographical area and for a definite duration. 9. Investment capital means lawful money and
other lawful assets used for carrying out investment activities in the form
of direct or indirect investment. 11. Investment owners mean organizations or
individuals that own capital or the persons representing the capital owners
or capital borrowers that directly manage and use capital to carry out
investment activities. 12. Foreign investment means that foreign
investors bring into 13. Domestic investment means that domestic
investors use capital in lawful money or other lawful assets to carryout
investment activities in 14. Offshore investment means that investors
bring capital in lawful money or other lawful assets from 15. Conditional investment domains mean
domains where investment shall only be permitted under specific conditions
stipulated by law. 16. Business cooperation contract (hereinafter
called BCC for short) means a form of investment signed between investors for
business cooperation with profit-sharing or product-sharing, without creating
a legal entity. 17. Build-operate-transfer contract (hereinafter
called BOT contract for short) means a form of investment signed between a
competent state body and an investor for the construction and commercial
operation of an infrastructure facility for a definite duration; upon the
expiration of such duration, the investor shall transfer such facility to the
19. Build-transfer contract (hereinafter
called BT contract for short) means a form of investment signed between a
competent state body and an investor for the construction of an
infrastructure facility; upon the completion of construction, the investor
shall transfer such facility to the Vietnamese State; the Government shall
create conditions for the investor to execute other projects in order to
recover investment capital and gain profits or pay the investor under
agreements in the BT contract. 21. Export processing zone means an
industrial zone specialized in the production of goods for export, the
provision of services for production of goods for export and export
activities, which has definite geographical boundaries and is established
under the Government's regulations. 22. Hi-tech park means an area specialized in
research, development and application of high technologies, nourishment of
hi-tech enterprises, training of hi-tech human resources, and manufacture and
trading of hi-tech products, which has definite geographical boundaries and
is established under the Government's regulations. 3. Economic zone means an area with its economic
space separated from investment and business environment, which is
particularly convenient for investors, has definite geographical boundaries
and is established under the Government's regulations. Article 4. Investment policies 1. Investors may invest in domains, branches and
trades not banned by law; have the right to autonomy and decide on their
investment activities in accordance with the provisions of Vietnamese law. 2. The State shall treat equally before law
investors of all economic sectors, as between domestic investment and foreign
investment; shall encourage and create favorable conditions for investment
activities. 3. The State shall recognize and protect the right
to ownership of assets, investment capital and incomes as well as other legitimate
rights and interests of investors; shall recognize the long-term existence
and development of investment activities. 4. The State shall undertake to implement
investment-related treaties to which the Socialist Republic of Vietnam is a
contracting party. 5. The State shall encourage and adopt investment
preferential policies for domains and geographical areas entitled thereto. Article 5. Application of investment law, treaties, foreign
laws and international investment practices 1. Investment activities of investors within the
Vietnamese territory must comply with the provisions of this Law and relevant
provisions of law. 2. Particular investment activities provided for in
other laws shall be subject to the provisions of such laws. 3. Where a treaty to which the Socialist Republic of
Vietnam is a contracting party contains provisions different from the
provisions of this Law, the provisions of such treaty shall apply. 4. With regard to foreign investment activities,
which have not yet been provided for by Vietnamese law, the concerned parties
may agree in contracts on the application of foreign laws and international
investment practices if such application does not contravene the fundamental
principles of Vietnamese law. Chapter II INVESTMENT SECURITY Article 6. Security for capital and assets 1. Investment capital and lawful assets of investors
shall not be nationalized or confiscated through administrative measures. 2. Where it is really necessary for defense,
security and national interests, if the State acquires compulsorily or
requisitions assets of an investor, such investor shall get paid or be
compensated at the market prices at the time of announcement of compulsory
acquisition or requisition. The payment or compensation must ensure the legitimate
interests of investors and must not discriminate between investors. 3. For foreign investors, the payment or
compensation for assets specified in Clause 2 of this Article shall be made
in a freely convertible currency and may be transferred abroad. 4. Procedures and conditions for compulsory
acquisition and requisition shall comply with the provisions of law. Article 7. Protection of intellectual property rights The State shall protect intellectual property rights
in investment activities; assure legitimate interests of investors in
technology transfer in Article 8. Opening markets and trade-related investments In order to comply with the provisions of treaties
to which the Socialist Republic of Vietnam is contracting party, the State
undertakes to implement the following provisions with respect to foreign
investors: 1. To open the investment market in compliance with
the committed schedule; 2. Not to compel investors to meet the following
requirements: a) To prioritize the purchase and use of domestic
services or to purchase compulsorily goods or services from designated
producers or service providers; b) To export goods or services at a fixed percentage;
to restrict the quantity, value, categories of goods and services exported or
produced or supplied domestically; c) To import goods at the same quantity and value as
goods exported or to balance foreign currencies from export sources so as to
meet the export demand; d) To achieve a given localization rate in goods
production; e) To achieve a given level or value in domestic
research and development activities; f) To supply goods or services at a specific
location at home or overseas; g) To locate head offices at specific places. Article 9. Transfer of capital and assets abroad 1. After fulfilling their financial obligations
toward the a) Profits gained from business activities; b) Payments for the supply of techniques, services
or intellectual property; c) Principals and interests on foreign loans; d) Investment capital and proceeds from liquidation
of investments; e) Other sums of money and assets under investors'
lawful ownership. 2. Foreigners working in 3. The transfer abroad of the above sums of money
shall be effected in freely convertible currencies
at the exchange rates of commercial banks selected by investors. 4. Procedures for transfer abroad of money amounts
related to investment activities shall comply with the provisions of foreign
exchange management law. Article 10. Application of uniform prices, charges and fees In the course of their investment activities in Article 11. Investment security in case of changes in laws or
policies 1. Where newly promulgated laws or policies provide
interests or preferences higher than those previously enjoyed by investors,
the investors shall be entitled to enjoy interests and preferences under new
regulations as from the effective date of such new laws or policies. 2. Where newly promulgated laws or policies
adversely affect the legitimate interests of investors, which they have
enjoyed before such laws or policies take effect, the investors shall be
secured to enjoy preferences as provided in their investment certificates or
apply one or several of the following measures: a) Continued enjoyment of benefits or preferences; b) Deduction of losses from taxable incomes; c) Adjustment of operation objectives of projects; d) Consideration of compensation in some necessary
circumstances. 3. On the basis of legal provisions and commitments
in treaties to which the Socialist Republic of Vietnam is a contracting
party, the Government shall specify the assurance of investors' interests, which
may be adversely affected by changes in laws or policies. Article 12. Settlement of disputes 1. Disputes relating to investment activities in 2. Disputes between domestic investors or between
domestic investors and Vietnamese state management agencies relating to
investment activities in the Vietnamese territory shall be settled through
Vietnamese arbitration or court. 3. Disputes involving foreign investors or
foreign-invested enterprises or disputes between foreign investors shall be
settled by one of the following agencies or organizations: a) A Vietnamese court; b) A Vietnamese arbitration body; c) A foreign arbitration body; d) An international arbitration body; e) An arbitration body set up by the disputing
parties. 4. Disputes between foreign investors and Vietnamese
state management agencies relating to investment activities in the Vietnamese
territory shall be settled by a Vietnamese arbitration body or court, unless
otherwise provided for in contracts between representatives of competent
state agencies and foreign investors or in treaties to which the Socialist
Republic of Vietnam is a contracting party. Chapter III RIGHTS AND OBLIGATIONS OF INVESTORS Article 13. Right to autonomy in investment and business 1. To select domains and forms of investment, modes
of capital mobilization, geographical areas, investment scale, investment
partners and operation durations of projects. 2. To register business in one or several branches
or trades; to set up enterprises under the provisions of law; to make their
own decisions on registered investment and business activities. Article 14. Right to access and use investment resources 1. To be equal in access to and use of credit
capital sources and assistance funds; in use of land and natural resources
according to the provisions of law. 2. To hire or purchase equipment and machinery at
home or overseas for execution of investment projects. 3. To hire domestic laborers; to hire foreign
laborers for performance of managerial jobs and technical work or
specialists, based on production and business demands, unless otherwise
provided for by a treaty to which the Socialist Republic of Vietnam is a
contracting party, in which case the provisions of such treaty shall apply. Article 15. Right to import and export, advertisement,
marketing, processing and reprocessing related to investment activities 1. To directly import or entrust the import of
equipment, machinery, supplies, raw materials and goods for investment
activities; to directly export or entrust the export and sale of products. 2. To advertise and market their own products or
services and directly sign advertising contracts with organizations entitled
to conduct advertising activities. 3. To undertake processing or reprocessing of
products; to order processing or reprocessing at home or abroad in accordance
with the provisions of commercial law. Article 16. Right to buy foreign currencies 1. Investors shall be entitled to buy foreign
currencies at credit institutions licensed to deal in foreign currencies in
order to satisfy their current transactions, capital transactions and other
transactions in accordance with the provisions of foreign exchange management
law. 2. The Government shall assure or support
foreign-currency balance for a number of important projects in the fields of
energy, traffic infrastructure and waste treatment. Article 17. Right to assign or adjust investment capital or
projects 1. Investors shall have the right to assign or
adjust investment capital or projects. Where profits arise from an
assignment, the assignor must pay income tax in accordance with the
provisions of tax law. 2. The Government shall specify conditions for
assignment and adjustment of investment capital or projects in cases where
such conditions are required. Article 18. Mortgage of land use rights and assets attached to
land Investors with investment projects may mortgage
their land use rights and assets attached to land at credit institutions
licensed to operate in Article 19. Other rights of investors 1. To enjoy investment preferences under the
provisions of this Law and relevant provisions of law. 2. To access and use public services on the
principle of non-discrimination. 3. To access legal documents and policies on
investment; data of the national economy and each economic sector, and other
socio-economic information related to investment activities; to comment on
investment law and policies. 4. To make complaints, denunciations or initiate
lawsuits against organizations or individuals that commit acts of violating
investment law in accordance with the provisions of law. 5. To exercise other rights as provided for by law. Article 20. Obligations of investors 1. To comply with the provisions of law on
investment procedures; to carry out investment activities strictly according
to contents of investment registration and their investment certificates. Investors shall be responsible for the accuracy and
truthfulness of contents of investment registration, dossiers of investment
projects and legality of documents of certification. 2. To fulfill financial obligations under the
provisions of law. 3. To implement the provisions of law on
accountancy, audit and statistics. 4. To perform obligations provided by insurance and
labor laws; to respect the honor, dignity and ensure the legitimate interests
of laborers. 5. To respect and create favorable conditions for
laborers to establish and participate in political or socio-political
organizations. 6. To observe the provisions of environmental
protection law. 7. To perform other obligations in accordance with
the provisions of law. CHAPTER IV FORMS OF INVESTMENT Article 21. Forms of direct investment 1. To establish economic organizations with 100%
capital of domestic or foreign investors. 2. To establish economic organizations being joint
ventures between domestic and foreign investors. 3. To make investment in the form of BCC, BOT, BTO
or BT contracts. 4. To invest in business development. 5. To buy shares or contribute capital for
participation in management of investment activities. 6. To make investment in the merger or acquisition
of enterprises. 7. Other forms of direct investment. Article 22. Investment in establishment of economic
organizations 1. Based on the forms of investment specified in
Article 21 of this Law, investors may make investment in establishment of the
following economic organizations: a) Enterprises organized and operating under the
Enterprise Law; b) Credit Institutions, insurance business
enterprises, investment funds and other financial institutions as provided
for by law; c) Medical, educational, scientific, cultural,
sports or physical training establishments and other service establishments,
which carry out investment activities for profit-making purposes; d) Other economic organizations as prescribed by
law. 2. Apart from the economic organizations defined in
Clause 1 of this Article, domestic investors may invest in the establishment
of cooperatives or unions of cooperatives, which are organized and operate
under the Cooperatives Law; or business households under the provisions of
law. Article 23. Investment under contracts 1. Investors may enter into BCCs to cooperate in
production with profit-sharing or production-sharing and other forms of
business cooperation. Subjects and contents of cooperation, business
duration, interests, obligations and responsibilities of each party, the
cooperative relationship between parties and the management organization
shall be agreed upon by the parties and stated in contracts. A BCC in the domain of prospecting, exploration or
exploitation of oil and gas and some other natural resources in the form of a
production-sharing contract shall be effected in
accordance with the provisions of this Law and relevant provisions of law. 2. Investors shall sign BOT, BTO and BT contracts
with competent state agencies for execution of projects on construction,
expansion, modernization and operation of infrastructure facilities in the
domains of transport, electricity production and business, water supply and
drainage, waste treatment and other domains as stipulated by the Prime
Minister. The Government shall specify the investment domains,
conditions, order, procedures and mode of execution of investment projects;
rights and obligations of parties to investment projects in the forms of BOT,
BTO and BT contracts. Article 24. Investment in business development Investors may invest in business development in the
following forms: 1. Expanding scale, raising capacity or business
capability; 2. Renewing technologies, raising product quality,
reducing environmental pollution. Article 25. Capital contribution, share purchase, merger and
acquisition 1. Investors may contribute capital to, or purchase
shares from, companies and their branches in The ratio of capital contributed or of shares
purchased by foreign investors in some domains, branches and trades shall be
specified by the Government. 2. Investors shall have the right to merge or
acquire companies and branches. The conditions for merger and acquisition of
companies and branches shall comply with the provisions of this Law, the
competition law and relevant provisions of law. Article 26. Indirect investment 1. Investors shall make indirect investment in a) Purchase of shares, share certificates, bonds and
other valuable papers; b) Through securities investment funds; c) Through other intermediary financial
institutions. 2. Any investment by way of purchase or sale of
shares, share certificates, bonds and other valuable papers by organizations
or individuals and procedures for carrying out indirect investment activities
shall comply with the provisions of securities law and relevant provisions
law. Chapter V INVESTMENT DOMAINS, GEOGRAPHICAL AREAS, PREFERENCES
AND SUPPORTS Section 1 INVESTMENT DOMAINS AND GEOGRAPHICAL AREAS Article 27. Domains entitled to investment preferences 1. Production of new materials or new materials or
new energy; manufacture of hi-tech products, bio-technology or information
technology; mechanical engineering. 2. Farming and processing of agricultural, forest or
aquatic products; salt making; production of hybrid breeds, new plant
varieties and/or animal breeds. 3. Use of high technologies or modern techniques;
protection of ecological environment; research, development and nourishment
of high technologies. 4. Employment of a large number of laborers. 5. Building and development of infrastructures,
important and large-scale projects. 6. Development of education, training, healthcare,
physical training and sports and national culture. 7. Development of traditional crafts and industries. 8. Other production and service domains, which need
to be promoted. Article 28. Geographical areas entitled to investment
preferences 1. Areas facing difficult or extremely difficult
socio-economic conditions. 2. Industrial parks, export processing zones,
hi-tech parks, economic zones. Article 29. Conditional investment domains 1. Conditional investment domains include: a) Domains, which affect national defense, security,
social order and safety; b) Financial and banking domains; c) Domains, which affect public health; d) Culture, information, press and publishing; e) Entertainment services; f) Real estate business; g) Survey, prospecting, exploration and exploitation
of natural resources; ecological environment; h) Development of education and training. i) Some other domains as provided for by law. 2. For foreign investors, apart from the domains
defined in Clause 1 of this Article, conditional investment domains shall
also include those scheduled for implementation of international commitments
in treaties to which the Socialist Republic of Vietnam is a contracting
party. 3. For foreign-invested enterprises having already
invested in the domains other than the conditional ones, which, however, in
the course of operation, have been added to the list of conditional
investment domains, investors shall still be entitled to continue operation
in such domains. 4. Foreign investors may apply the same investment
conditions as domestic ones in cases where the latter own 51% or more of
charter capital of an enterprise. 5. Based on socio-economic development requirements
in each period and the consistency with commitments in treaties to which the
Socialist Republic of Vietnam is a contracting party, the Government shall
stipulate a list of conditional investment domains, conditions for the
establishment of economic organizations, investment forms and the opening of
markets in a number of domains for foreign investment. Article 30. Domains banned from investment 1. Projects, which are detrimental to national
defense, security and public interests. 2. Projects, which are prejudicial to historical or
cultural relics, Vietnamese culture, morals or fine customs. 3. Projects, which may cause harms to people's
health, destroy natural resources or environment. 4. Projects on the treatment of hazardous wastes
brought from outside into Article 31. Promulgation of lists of domains and geographical
areas entitled to investment preferences or subject to conditional investment 1. Based on socio-economic development planning and
orientations in each period and commitments in treaties to which the
Socialist Republic of Vietnam is a contracting party, the Government shall
promulgate, amend or supplement the list of domains entitled to investment
preferences, the list of conditional investment domains, the list of
investment-banned domains and the list of geographical areas entitled to
investment preferences. 2. Ministries, ministerial-level agencies and
People's Committees of provinces or centrally-run cities (hereinafter called
provincial-level People's Committees) must not promulgate regulations on
investment-banned domains, conditional investment domains and investment
preferences in excess of the levels provided for by law. Section 2 INVESTMENT PREFERENCES Article 32. Subjects and conditions of investment preferences 1. Investors having investment projects in the
domains or geographical areas entitled to investment preferences provided for
in Articles 27 and 28 of this Law shall enjoy such preferences under the
provisions of this Law and relevant provisions of law. 2. The grant of investment preferences stipulated in
Clause 1 of this Article shall also apply to new investment projects and
investment projects on scale expansion, raising of
capacity or business capability, renewal of technologies, raising of product
quality or reduction of environmental pollution. Article 33. Tax preferences 1. Investors having projects defined in Article 32
of this Law shall be entitled to preferential tax rates, duration of
enjoyment of preferential tax rates, tax reduction or exemption duration in
accordance with the provisions of tax law. 2. Investors shall enjoy tax preferences for their
income portions generated from capital contribution to, or share purchase
from, an economic organization under the provisions of tax law, provided that
such economic organization has fully paid enterprise income tax. 3. Investors shall be exempt from import tax on
equipment, supplies, means of transport and other goods for execution of
investment projects in 4. Incomes from technology transfer under projects
eligible for investment preferences shall be exempt from income tax in
accordance with the provisions of tax law. Article 34. Carrying forward losses Investors who suffer losses after completing tax
settlement with tax offices may carry forward losses to the subsequent year;
such amount of losses shall be deducted from income subject to enterprise
income tax under the provisions of the Enterprise Income Tax Law. The
duration for carrying forward losses shall not exceed five years. Article 35. Depreciation of fixed assets Projects of investment in the domains or
geographical areas eligible for investment preferences and fruitful business
projects may apply quick depreciation of fixed assets; the depreciation level
shall not be more than twice the level prescribed by the fixed asset
depreciation regime. Article 36. Land use preferences 1. The land use term of an investment project shall
not exceed 50 years; for projects with large investment capital but low speed
of capital recovery, projects of investment in areas facing difficult or
extremely difficult socio-economic conditions, which need longer land-use
term, the land-assignment or lease term shall not
exceed 70 years. Upon the expiration of the land use term, if
investors strictly observe the land law and wish to continue using the land,
they shall be considered by competent state agencies for extension of such
term in accordance with the approved land-use planning. 2. Investors making investment in the domains or
geographical areas eligible for investment preferences shall enjoy reduction
or exemption of land rents, land use levies or land use taxes in accordance
with the provisions of land law and tax law. Article 37. Preferences for investors investing in industrial
parks, export processing zones, hi-tech parks or economic zones Based on socio-economic development conditions in
each period and the principles specified in this Law, the Government shall
provide preferences for investors investing in industrial parks, export
processing zones, hi-tech parks or economic zones. Article 38. Procedures for application of investment preferences 1. For domestic investment projects not subject to
investment registration and those subject to investment registration under
the provisions of Article 45 of this Law, investors shall base themselves on
investment preferences and conditions therefore provided by law to determine
by themselves investment preferences they are entitled to and shall carry out
procedures at competent state agencies to enjoy such preferences. Where investors request the certification of
investment preferences, they shall fill in investment registration procedures
so that competent state management agencies in charge of investment shall
write such preferences in their investment certificates. 2. For domestic investment projects subject to
investment verification according to the provisions of Article 47 of this Law
that meet the conditions to enjoy preferences, the state management agencies
in charge of investment shall write investment preferences in their investment
certificates. 3. For foreign investment projects meeting the
conditions to enjoy preferences, the state management agencies in charge of
investment shall write investment preferences in their investment
certificates. Article 39. Preference-expansion circumstances Where it is necessary to encourage the development
of a particularly important branch or a special geographical area or economic
zone, the Government shall submit to the National Assembly for consideration
and decision investment preferences other than those provided for in this
Law. Section 3 INVESTMENT SUPPORTS Article 40. Support for technology transfer The State shall create favorable conditions for, and
ensure legitimate rights and interests of, parties to technology transfer,
including capital contribution with technologies, for execution of investment
projects in 2. The State shall encourage the transfer into Article 41. Training support 1. The State shall encourage the setting up of funds
to support human resource training with capital contributions and financial
supports of domestic and foreign organizations and individuals. Enterprises' training expenses shall be accounted as
their reasonable expenses, serving as a basis to determine their incomes
subject to enterprise income tax. 2. The State shall provide budgetary support for the
training of laborers in enterprises through training-support programs. Article 42. Support for and encouragement of development of
investment services The State shall encourage and support organizations
and individuals to provide the following investment support services: 1. Investment or management consultancy. 2. Intellectual property or technology transfer
consultancy. 3. Job training, technical training and
managerial-skill training. 4. Provision of market information,
scientific-technical, technological information and other socio-economic
information requested by investors; 5. Marketing, investment and trade promotion; 6. Establishment of, participation in, social
organizations or socio-professional organizations; 7. Establishment of designing or testing centers to
support the development of small- and medium-sized enterprises. Article 43. Investment in systems of infrastructures of
industrial parks, export processing zones, hi-tech parks and economic zones 1. Based on the master plan for development of
industrial parks, export processing zones, hi-tech parks and economic zones
already approved by the Government, ministries, ministerial-level agencies
and provincial-level People's Committees shall elaborate investment plans and
organize the building of technical and social infrastructure systems outside
the fences of industrial parks, export processing zones, hi-tech parks or
economic zones under their management. 2. For several localities in geographical areas
facing difficult or extremely difficult socio-economic conditions, the State
shall partially provide capital support for them to join investors in
investing in and developing infrastructure systems inside the fences of
industrial parks or export processing zones under the Government's
regulations. 3. The State shall set aside investment capital
sources from the state budget and preferential credits to support investment
in the development of technical and social infrastructure systems within
hi-tech parks and economic zones, and shall apply several modes of capital
mobilization for investment in the development of infrastructure of hi-tech
parks and economic zones. Article 44. Entry and exit visas Investors carrying out investment activities,
experts and technical workers being foreigners working regularly for
investment projects in Vietnam and members of their families shall be granted
multiple entry and exit visas. For each time of issue, a visa shall be valid
for at most five years. Chapter VI DIRECT INVESTMENT ACTIVITIES Section 1 INVESTMENT PROCEDURES Article 45. Investment registration procedures applicable to
domestic investment projects 1. For domestic investment projects capitalized at
under VND 15 billion each and falling outside the list of conditional
investment domains, investors shall not have to fill in the investment
registration procedures. 2. For domestic investment projects capitalized at
between VND 15 billion and under VND 300 billion each and falling outside the
list of conditional investment domains, investors shall fill in the
investment registration procedures according to the set forms at the
provincial-level state agencies in charge of investment. Where investors request investment certificates, the
provincial-level state agencies in charge of investment shall grant them such
certificates. 3. Contents of investment registration include: a) Legal status of an investor; b) Objectives, scale and location of execution of an
investment project; c) Investment capital, project execution schedule; d) Land use demand and commitment on environmental
protection; e) Petitions on investment preferences (if any). 4. Investors shall register investment before the
execution of investment projects. Article 46. Investment registration procedures applicable to
foreign investment projects 1. For foreign investment projects capitalized at
under VND 300 billion each and falling outside the list of conditional
investment domains, investors shall fill in the investment registration
procedures at provincial-level state agencies in charge of investment in
order to be granted investment certificates. 2. An investment registration dossier shall
comprise: a) Documents on contents specified in Clause 3,
Article 45 of this Law; b) The report on financial capability of the
investor; c) The joint-venture contract or BCC, the
enterprise's charter (if any). 3. Provincial-level state agencies in charge of
investment shall grant investment certificates within 15 days after receiving
complete and valid investment registration dossiers. Article 47. Examination of investment projects 1. Domestic investment projects and foreign
investment projects capitalized at VND 300 billion or more each and those on
the list of conditional investment projects must go through examination
procedures in order to be granted investment certificates. 2. The investment examination time limit shall not
exceed 30 days after complete and valid dossiers are received; in case of
necessity, this time limit may be prolonged but shall not exceed 45 days. 3. For national important projects, the National
Assembly shall decide on investment undertakings and provide criteria for
projects, the Government shall stipulate the order and procedures for investment
examination and grant of investment certificates. 4. The Government shall specify the decentralization
of examination and grant of investment certificates. Article 48. Procedures for examination of investment projects
capitalized at VND 300 billion or more each and falling outside the list of
conditional investment domains 1. A project dossier shall comprise: a) A written request for the grant of an investment
certificate; b) A written certification of the investor's legal
status; c) A report on financial capability of the investor; d) The techno-economic explanations with details on
investment objectives and location, land use demand, investment scale,
investment capital, project execution schedule, technological solutions and
environmental solutions; e) For foreign investors, such a dossier shall also
include a joint-venture contract or a BCC and the enterprise's charter (if
any). 2. Examination contents shall cover: a) The compatibility with technical infrastructure
planning, land use planning, construction planning, and planning on the use
of minerals and other natural resources; b) The land use demand; c) The project execution schedule; d) The environmental solutions. Article 49. Examination procedures applicable to projects on the
list of conditional investment domains 1. Examination procedures applicable to investment
projects capitalized at under VND 300 billion each and on the list of
conditional investment domains are stipulated as follows: a) Project dossiers shall include explanations about
conditions which must be met by investment projects; contents of investment
registration stipulated in Clause 3, Article 45 of this Law, for domestic
investment projects, or Clause 2, Article 46 of this Law, for foreign
investment projects; b) Contents of examination shall cover the
conditions, which must be met by investment projects. 2. Examination procedures applicable to investment
projects capitalized at VND 300 billion or more each and on the list of
conditional investment domains are stipulated as follows: a) Project dossiers shall include explanations about
conditions, which must be met by investment projects; contents of examination
dossiers are provided in Clause 1, Article 48 of this Law. b) Contents of examination shall cover the
conditions, which must be met by investment projects and those stipulated in
Clause 2, Article 48 of this Law. Article 50. Investment procedures associated with the
establishment of economic organizations 1. Foreign investors that invest in 2. Foreign-invested economic organizations already
established in 3. Domestic investors having investment projects
associated with the establishment of economic organizations shall make
business registration in accordance with the provisions of Enterprise Law and
relevant laws and shall fill in investment procedures under the
provisions of this Law. Article 51. Adjustment of investment projects 1. When there is a need to adjust investment
projects regarding their objectives, scales, locations, forms, capital and
duration, the investors shall fill in the following procedures: a) For projects subject to investment registration,
the investors shall make their own decisions and register adjustment contents
with provincial-level state agencies in charge of investment within 10 days
after deciding on adjustment; b) For projects subject to investment examination,
the investors shall submit their written requests for adjustment of
investment projects to competent state agencies in charge of investment for
consideration and adjustment. A written request for adjustment of an investment
project shall cover contents on the project execution situation, reasons for
adjustment and changes compared with the examined contents. 2. State management agencies in charge of investment
shall notify investors of the adjustment of investment certificates within 15
days after receiving complete and valid dossiers. 3. The adjustment of investment projects shall be
effected in the form of adjustment of and/or addition to contents of
investment certificates. Article 52. Operational duration of foreign investment projects The operational duration of a foreign investment
project shall be compatible with the requirements on operation of the project
and shall not exceed 50 years. In case of necessity, the Government shall
decide on the prolongation of such duration, which, however, shall not exceed
70 years. The operational duration of a project shall be
written in the investment certificate. Article 53. Responsibilities for formulating projects, deciding
on investment and examining investment 1. Investors shall themselves decide on investment
projects; take responsibility for the accuracy and truthfulness of contents
of investment registration, dossiers of investment projects, and shall
implement investment commitments already registered. 2. Organizations and individuals competent to
formulate projects, decide on investment, examine or certify investment shall
take responsibility before law for their proposals and decisions. Article 54. Selection of investors for projects where many
investors show interest For an important project, which is identified in a
branch planning and where two or more investors show interests, the selection
of investor(s) for its execution must go through bidding in accordance with
the provisions of bidding law. Section 2 EXECUTION OF INVESTMENT PROJECTS Article 55. Lease and assignment of land for execution of
projects 1. For investment projects requiring the use of
land, investors shall contact competent land management agencies of the
localities where projects are to be executed in order to carry out land
assignment or land lease procedures. The order and procedures for land assignment and
land lease shall comply with the provisions of land law. 2. Where investors have been handed over the land
but fail to proceed with the projects within the prescribed time limit or use
land for improper purposes, they shall have the land recovered under the
provisions of the Land Law and have their investment certificates withdrawn. Article 56. Ground preparation for construction 1. Where the State recovers land under the
provisions of land law, competent state agencies shall have to recover land,
pay damages and conduct ground clearance before assigning or leasing land to
investors. The recovery of land, payment of compensations and
ground clearance shall comply with the provisions of land law. 2. Where investors re-rent land from land users that
have been assigned or leased land by the State, such investors shall have to
organize the compensation and ground clearance by themselves. Where investors have reached agreement with land
users on compensation and ground clearance but the latter have not yet
fulfilled their obligations as agreed upon, the competent People's Committees
of the localities where investment projects are to be executed shall have to
organize ground clearance before handing over the sites to investors in
accordance with the provisions of law. 3. For investment projects compatible with the land
use plannings already approved by competent state agencies, investors may be
transferred with or rent land use rights, receive capital contributed with
land use rights by economic organizations, households or individuals in
accordance with the provisions of land law without having to fill in
land-recovery procedures. Article 57. Execution of investment projects involving the
exploitation and use of natural resources and minerals Investment projects involving the exploitation and
use of natural resources and minerals shall have to comply with the
provisions of law on natural resources and minerals. Article 58. Execution of investment projects involving
construction 1. For investment projects involving construction,
the formulation, evaluation and approval of technical designs, cost estimates
and total cost estimates shall comply with the provisions of construction
law. 2. Investors shall take responsibility for the work
quality and environmental protection. Article 59. Expertise of machinery and equipment Investors shall take responsibility for the
expertise of value and quality of machinery and equipment imported to create
fixed assets for execution of investment projects. Article 60. 1. Investors may directly or through agents sell
their products in 2. Investors shall themselves decide on the selling
prices of products they make or services they provide; for products and
services subject to price control by the State, their selling prices shall
comply with the price bracket promulgated by competent state agencies. Article 61. Foreign-currency accounts, Vietnam-dong accounts 1. Investors may open foreign-currency accounts and 2. The opening, use and closure of accounts at
domestic and foreign banks shall comply with regulations of the State Bank of
Article 62. Insurance Investors shall get property insurance and other
kinds of insurance on the basis of insurance policies signed with insurance
business enterprises operating in Article 63. Hire of management organizations 1. Investors may hire management organizations to
manage their investments and business operations of investment projects in
the domains where highly specialized managerial skills and qualifications are
required. 2. Investors shall take responsibility before
Vietnamese law for all operations of management organizations regarding
matters related to management activities stated in contracts. 3. Management organizations shall take
responsibility before investors for management of investment and business
operations of investment projects; have to observe Vietnamese law in the
course of exercising their rights and performing their obligations under
contracts; and take responsibility before Vietnamese law for their activities
which fall beyond contracts. Article 64. Temporary cessation of projects, withdrawal of
investment certificates 1. When temporarily ceasing their investment
projects, investors must notify such to state agencies in charge of
investment in order to get certification, which shall serve as a basis for
consideration of land rent exemption or reduction during the time of
temporarily ceasing the projects. 2. If within 12 months after having been granted
investment certificates, investors fail to commence executing their projects
or fail to comply with the committed schedule without plausible reasons, they
shall have their investment certificates withdrawn. Article 65. Termination of operation of investment projects The operation of an investment project shall
terminate in one of the following cases: 1. Upon the expiration of the operation duration
stated in the investment certificate. 2. According to the conditions for termination of
operation stipulated in the contract, the enterprise's charter or the
investor's agreement or commitment on the project-execution schedule. 3. The investor shall decide on termination of
operation of the project. 4. Under decision of the state agency in charge of
investment or under court judgments or decisions or arbitral awards, in case
of violation of law. Article 66. State guarantee for a number of important works and
projects Based on the principles provided for in this Law,
the Government shall decide on important investment projects and on the
guarantee for borrowed capital, supply of raw materials, sale of products,
payment and guarantee for performance of other contractual obligations; and
shall designate competent state agencies to provide guarantee. Chapter VII STATE CAPITAL INVESTMENT AND BUSINESS Article 67. Management of state capital investment and business 1. State capital investment and business must comply
with socio-economic strategies, planning and plans in each period. 2. State capital investment and business must comply
with the set objectives and be efficient, ensuring that the management mode
is suitable to each capital source, each kind of investment project and that
the investment process is conducted publicly and transparently. 3. The use of state capital for investment or joint
venture or association with other economic sectors under the provisions of
law must be appraised and approved by state agencies competent to decide on
investment. 4. To clearly define the responsibilities and powers
of agencies, organizations and individuals in every stage of the investment
process; to effect the assignment and decentralization of state management
over state capital investment and business. 5. Investment must be carried out according to law,
comply with the set schedule, ensuring quality and avoiding scatter, waste,
losses and self-containment. Article 68. State capital investment and business in economic
organizations 1. State budget capital shall be invested in
economic organizations via the State Capital Investment and Business
Corporation. 2. The State Capital Investment and Business
Corporation shall operate according to the provisions of law on state
enterprises and relevant provisions of law; exercise the right to represent
the state capital owners at one-member limited liability companies, limited companies
with two or more members and joint-stock companies converted from independent
state companies or newly established. 3. The Government shall provide for the
organization and operation of the State Capital Investment and Business
Corporation. Article 69. State investment in public-utility activities 1.The State shall invest in production and supply of
public-utility products and services in the form of assigning plans, placing
orders or bidding. 2. Organizations and individuals of all economic
sectors shall participate on an equal footing in the production and supply of
public-utility products and services, except for special cases stipulated by
the Government. The Government shall promulgate policies to support
public-utility activities and lists of public-utility products and services. Article 70. Investment with the State's development investment
credit capital 1. Objects funded with the State's development
investment credit capital shall be investment projects in a number of
important branches or domains, major economic programs with socio-economic
efficiency, which are capable of refunding borrowed capital. Projects funded with the State's development
investment credit capital must be appraised by lending organizations, which
must also approve the financial or debt-payment plans before deciding on
investment. 2. The Government shall specify policies on
investment support from the State's development investment credit capital
sources, promulgate list of subjects entitled to borrow capital and credit
conditions in each period. Article 71. Organizations and individuals assigned to manage
state capital-funded investment projects Organizations and individuals assigned to represent
state capital owners shall take responsibility for the preservation, development
and use of capital in an efficient manner. Organizations and individuals directly representing
owners of state capital or state equities at enterprises shall perform their
obligations and operate in accordance with the provisions of law on management
and use of state capital and the Enterprise Law. Article 72. Modification of contents, postponement, suspension
and cancellation of investment projects 1. In case of modification of contents of an
investment project, the investor must explain the reasons therefor and the
modified contents to be submitted to the state agency competent to decide on
investment for consideration and decision; if the project is being executed,
the investor must make a report on assessment of the project. 2. Only after getting the competent state agency's
approval of the modification of contents of an investment project shall the
investor formulate, organize the examination and submission of the project
for approval under regulations. 3. An investment project shall be postponed,
suspended or cancelled in the following cases: a) Twelve months after obtaining the investment
decision, the investor fails to execute the project without written approval
of the competent agency; b) The project's objectives have changed without
written permission of the competent agency. 4. Agencies competent to decide on the postponement,
suspension or cancellation of investment projects must clearly identify the
reasons therefor and take responsibility before law for their decisions. Article 73. Selection of contractors for execution of projects Investment projects funded with the state capital
must go through bidding for selection of suppliers of consultancy services or
goods or construction and installation contractors in accordance with the
provisions of bidding law. Chapter VIII OFFSHORE INVESTMENT Article 74. Offshore investment 1. Investors may make offshore investment under the
provisions of Vietnamese law and the laws of investment-receiving countries. 2. The State shall create favorable conditions for
offshore investment activities and protect offshore Vietnamese investors'
legitimate interests in accordance with treaties to which the Socialist
Republic of Vietnam is a contracting party. 3. The State shall create favorable conditions for investors
to access credit capital sources on an equal footing, without discrimination
between economic sectors; shall provide loan-capital guarantee for offshore
investment projects in the domains of special investment encouragement. Article 75. Domains where offshore investment is encouraged or
prohibited 1. The Vietnamese State shall encourage all economic
organizations in Vietnam to make offshore investment in domains involving
large labor export; efficiently promoting Vietnamese traditional crafts and industries;
expanding markets and exploiting natural resources in the invested countries;
raising the export capability and foreign currency revenues. 2. The Vietnamese State shall not license offshore
investment with regard to projects detrimental to the national secrets,
security, defense, history, culture, fine traditions or customs. Article 76. Conditions for offshore investment 1. To make offshore investment in the form of direct
investment, investors must meet the following conditions: a) b) Fulfilling all financial obligations towards the c) Being granted investment certificates by the
state management agencies in charge of investment. 2. Offshore investment in the form of indirect
investment must comply with the provisions of banking law, securities law and
relevant provisions of law. 3. The use of state capital for offshore investment
must comply with the provisions of law on management and use of state
capital. Article 77. Rights of offshore investors 1. To transfer abroad investment capital in lawful
money and other lawful assets for investment under the provisions of
foreign-exchange management law after their investment projects have been
approved by competent agencies of the invested countries or territories. 2. To enjoy investment preferences provided for by
law. 3. To recruit Vietnamese laborers to work in
production and/or business establishments set up by investors in foreign
countries. Article 78. Obligations of offshore investors 1. To observe laws of the investment-receiving
countries. 2. To transfer profits and incomes from offshore
investment back home in accordance with the provisions of law. 3. To implement the periodical reporting regime on
offshore financial and investment activities. 4. To fulfill financial obligations towards the 5. To transfer, upon the completion of offshore
investment, all lawful capital and assets back home in accordance with the
provisions of law. 6. Where investors have not yet transferred back
home their capital, assets, profits and other incomes from offshore
investment as stipulated in Clause 2 and Clause 5 of this Article, they must
get consents of concerned competent state agencies. Article 79. Offshore investment procedures 1. Offshore investment projects include: a) Projects subject to investment registration,
which are those capitalized at under VND 15 billion; b) Projects subject to investment examination, which
are capitalized at VND 15 billion or more. 2. Investment registration and examination
procedures are stipulated as follows: a) For projects subject to investment registration,
investors shall make registration according to the set forms at state
agencies in charge of investment in order to be granted investment certificates; b) For projects subject to investment examination,
investors shall submit dossiers made according to the set forms at state
agencies in charge of investment in order to be granted investment
certificates. The Government shall specify domains where offshore
investment is encouraged, prohibited or restricted; investment conditions and
preferential policies for offshore investment projects; order and procedures
for, and management of, offshore investment. Chapter IX STATE MANAGEMENT OF INVESTMENT Article 80. Contents of state management of investment 1. To elaborate and direct the implementation of
strategies, plannings, plans and policies on development investment. 2. To promulgate and organize the implementation of
legal documents on investment. 3. To guide and support investors in executing
investment projects and handle their inquiries and requests. 4. To grant and withdraw investment certificates. 5. To guide and assess investment efficiency; check,
inspect and supervise investment activities; settle complaints,
denunciations; give commendation or rewards, and handle violations in
investment activities. 6. To organize the training of human resources
involved in investment activities. 7. To organize investment promotion activities. Article 81. Responsibilities for state management of investment 1. The Government shall perform the unified state
management of investment nationwide. 2. The Ministry of Planning and Investment shall
take responsibility before the Government for performance of the state management
of investment activities. 3. Ministries and ministerial-level agencies shall,
within the ambit of their tasks and powers, have to perform the state
management of investment in the domains assigned to them. 4. People's Committees at all levels shall have to
perform the state management of investment in their respective localities
under the Government's decentralization. Article 82. Management of investment under plannings 1. The Government shall provide for organization of
the formulation, submission and approval of plannings in accordance with the
provisions of law on planning. 2. Investment projects must comply with plannings on
technical infrastructure, land use, construction, use of minerals and other
natural resources. Regional, branch and product plannings must be
compatible with domains and geographical areas eligible for investment
preferences, conditional investment domains and investment-banned domains
according to the provisions of Articles 27, 28, 29 and 30 of this Law and
shall serve as orientations for investors to select and decide on investment. 3. Competent state agencies in charge of planning
shall have to announce on the mass media plannings related to investment
activities. 4. With regard to investment projects not yet
included in plannings stipulated in this Article, the state agencies in
charge of investment shall act as major agencies in working with competent
state agencies in charge of plannings to reply investors within 30 days after
receiving their requests. Article 83. Investment promotion 1. Investment promotion activities of state agencies
at all levels shall comply with the Government's regulations. 2. Funding for investment promotion activities of
state agencies shall be allocated by the state budget. Article 84. Monitoring and assessment of investment activities 1. State agencies in charge of investment at all
levels shall organize the monitoring, assessment and reporting of investment
activities in accordance with the provisions of law. 2. Contents of investment monitoring and assessment
include: a) The promulgation according to competence of legal
documents guiding law and the implementation of investment law. b) The situation of execution of investment projects
under the provisions of investment certificates; c) The results of execution of investment
nationwide, by ministries, branches and localities, and investment projects
under decentralization; d) The reporting of investment assessment results,
proposals on measures to handle problems and violations of investment law to
state management agencies of the same level and superior state management
agencies in charge of investment. Article 85. Investment inspectorate 1. Investment inspectorate shall have the following
tasks: a) To inspect the observance of investment law and
policies. b) To detect, prevent and handle according to
competence or propose competent state agencies to handle violations of
investment law; c) To verify complaints and propose competent state
agencies to settle complaints and denunciations about investment. 2. The organization and operation of investment
inspectorate shall comply with the provisions of inspection law. Article 86. Complaints, denunciations and initiation of lawsuits 1. Individuals shall have the right to make
complaints, denunciations and initiate lawsuits; organizations shall have the
right to make complaints or denunciations in accordance with the provisions
of law. The complaint, denunciation, initiation of lawsuits on investment and
the settlement thereof shall comply with the provisions of law. 2. Within the time limit for complaint, denunciation
or lawsuit initiation, organizations or individuals shall still have to
execute administrative decisions of competent state management agencies in
charge of investment. When competent state management agencies in charge of
investment issue complaint- or denunciation-settling decisions or when court
decisions or judgments take effect, they shall have to implement such
decisions or judgments. 3. Competent state management agencies in charge of
investment at all levels shall have to settle complaints and denunciations of
organizations and individuals, which fall under their settling competence;
when receiving complaints or denunciations which fall outside their settling
competence, they shall have to promptly transfer them to competent agencies
or organizations for settlement and notify such in writing to the
complainants or denouncers. Article 87. 1. Persons committing acts of violating the
provisions of this Law and other provisions of law related to investment
activities shall, depending on the nature and seriousness of their
violations, be disciplined, administratively sanctioned or examined for penal
liabilities; if causing damage, they must pay compensation therefor in
accordance with the provisions of law. 2. Persons who abuse their positions and/or powers
to obstruct investment activities; commit acts of troubling or harassing
investors; fail to handle in time requests of investors under regulations;
fail to perform other duties provided for by law shall, depending on the
nature and seriousness of their violations, be disciplined, administratively
sanctioned or examined for penal liability. CHAPTER X IMPLEMENTATION PROVISIONS Article 88. Application of law to projects, which have been
executed before the effective date of this Law 1. For foreign-invested projects, which have been
licensed before the effective date of this Law, the procedures for re-grant
of investment certificates shall not have to be carried out. Where investors
need to reregister investment under the provisions of the Investment Law,
they shall fill in the re-registration procedures for new investment
certificates. 2. Domestic investment projects, which have been
executed before the effective date of this Law shall not have to go through
investment registration or investment examination procedures; where investors
wish to be granted investment certificates, they shall register with
competent state agencies in charge of investment. Article 89. Implementation effect This Law takes effect as from July 1, 2006. This Law replaces the 1996 Law on Foreign Investment
in The Government shall detail and guide the
implementation of this Law. This Law was passed on November 29, 2005 by the XIth
National Assembly of the Socialist Republic of Vietnam at its 8th session. CHAIRMAN OF THE NATIONAL ASSEMBLY (Signed and sealed) Nguyen Van An (This translation is for reference only) |