Investment Law 2020 (effective from January 01, 01)

| Updated: 26/07/2022
Where issued:CongressEffective date:01/01/2021
Date issued:17/06/2020Status:Still validated
CONGRESSSOCIAL REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
Law No. 61/2020 / QH14Hanoi, date 17 month 6 year 2020

THE LAW

INVEST

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

This Law regulates business investment activities in Vietnam and business investment activities from Vietnam to abroad.

Article 2. Subject of application

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

Article 3. Explain words

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

1. Approving the investment policy means the approval by a competent state agency of the project's objectives, location, scale, progress and time limit; investor or investor selection form and special mechanisms and policies (if any) to implement investment projects.

2. Investment registration agency is the state agency competent to grant, adjust and revoke the Investment Registration Certificate.

3. National database on investment is a collection of data on investment projects on a national scale connected to the database system of relevant agencies.

4. Investment projects is a collection of proposals to remove medium-term or long-term capital to conduct investment and business activities in specific areas, within a specified period of time.

5. Investment project expanded is an investment project to develop an active investment project by expanding its scale, increasing capacity, renovating technology, reducing pollution or improving the environment.

6. New investment project is an investment project implemented for the first time or an investment project that is independent of an active investment project.

7. Innovative start-up investment project is an investment project to implement ideas on the basis of exploiting intellectual property, technology, new business model and capable of rapid growth.

8. Business Investment Investors invest capital to carry out business activities.

9. Business investment conditions are conditions that individuals and organizations must meet when conducting business investment activities in conditional investment and business lines.

10 Market access conditions for foreign investors is a condition that foreign investors must meet in order to invest in industries and trades on the list of industries and trades with restricted market access for foreign investors specified in Clause 2, Article 9 of this Law.

11 Investment registration certificate is a paper or electronic document recording the investor's registration information about an investment project.

12 National information system on investment is a professional information system to monitor, evaluate and analyze the investment situation nationwide in order to serve the state management and support investors in the implementation of investment activities. business.

13 Overseas investment activities means the investor's transfer of investment capital from Vietnam to foreign countries, using the profits earned from this investment capital to carry out investment and business activities abroad.

14 Contract of business cooperation (hereinafter referred to as BCC contract) is a contract signed between investors for business cooperation, profit sharing, product distribution according to the provisions of law without establishing an economic organization.

15 Manufacturing area is an industrial park specializing in manufacturing export goods, providing services for export production and export activities.

16 industrial area is an area with a defined geographical boundary, specializing in the production of industrial goods and the provision of services for industrial production.

17 Economic sector Is an area with a defined geographical boundary, including many functional areas, established to attract investment attraction, socio-economic development and defense and security protection.

18 Investors are organizations and individuals conducting business investment activities, including domestic investors, foreign investors and foreign-invested economic organizations.

19 Foreign investor is an individual with foreign nationality, an organization established under foreign law to conduct business investment activities in Vietnam.

20 Domestic investors As an individual with Vietnamese nationality, the economic organization does not have a foreign investor who is a member or shareholder.

21 Economic organizations means an organization established and operating under Vietnamese law, including an enterprise, a cooperative, a union of cooperatives and other organizations conducting business investment activities.

22 Foreign-invested economic organizations is an economic organization with a foreign investor being a member or shareholder.

23 Investment means money and other property as prescribed by civil law and international treaties to which the Socialist Republic of Vietnam is a contracting party to carry out investment and business activities.

Article 4. Application of the Investment Law and related laws

1. Investment and business activities in the Vietnamese territory shall comply with the provisions of the Investment Law and other relevant laws.

2. In case there are different provisions between the Law on Investment and other laws promulgated before the effective date of the Law on Investment in respect of sectors or trades banned from business investment or conditional business lines and investment lines. shall comply with the provisions of the Investment Law.

Regulations on names of industries and trades banned from business investment, lines of business investment subject to conditions in other laws must be consistent with Article 6 and Appendices of the Investment Law.

3. In case there are different provisions between the Investment Law and other laws promulgated before the effective date of the Law on Investment regarding the order and procedures for business investment and investment assurance, the provisions of the Law on Investment shall apply. provisions of the Law on Investment, except for the following cases:

a) The investment, management and use of State investment capital in enterprises shall comply with the provisions of the Law on Management and use of state capital invested in production and business in enterprises;

b) The authority, order and procedures for public investment and the management and use of public investment capital shall comply with the provisions of the Law on Public Investment;

c) Competence, order and procedures for investment and project implementation; the law governing the project contract; investment guarantee, the state capital management mechanism applied directly to investment projects under the public-private partnership method shall comply with the provisions of the Law on Investment in the form of public-private partnership;

d) The implementation of investment projects on construction, housing and urban areas shall comply with the provisions of the Law on Construction, the Law on Housing and the Law on Real Estate Business after obtaining approval from the competent authority. investment policy, approve the adjustment of investment policy in accordance with the provisions of the Law on Investment;

dd) Competence, order, procedures and conditions for business investment as prescribed by the Law on Credit Institutions, the Law on Insurance Business, and the Law on Petroleum;

e) The authority, order, procedures and conditions for investment, business, securities and securities market activities on the Vietnamese stock market shall comply with the provisions of the Law on Securities.

4. In case other laws promulgated after the effective date of the Investment Law need specific provisions on investment different from those of the Law on Investment, the contents of implementation or non-implementation must be specified. provisions of the Law on Investment, the contents comply with the provisions of such other laws.

5. For a contract in which at least one party is a foreign investor or an economic organization specified in Clause 1, Article 23 of the Law on Investment, the parties may agree in the contract on the application of foreign law or international investment practice if such agreement is not contrary to the provisions of Vietnamese law.

Article 5. Policy on business investment

1. Investors have the right to conduct investment and business activities in industries and trades not prohibited by this Law. For conditional business lines, investors must satisfy the conditions for business investment as prescribed by law.

2. Investors are entitled to make their own decisions and take self-responsibility for business investment activities in accordance with the provisions of this Law and other relevant laws; may access and use credit capital, support funds, and use land and other resources as prescribed by law.

3. Investors shall have their investment and business activities suspended, stopped or terminated if these activities are detrimental or are likely to cause harm to national defense and security.

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

5. The State treats investors equally; adopt policies to encourage and create favorable conditions for investors to carry out business investment and sustainable development activities of economic sectors.

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

Article 6. Sectors and trades banned from business investment

1. The following business investment activities are prohibited:

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

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

c) Trading in specimens of wild plants and animals of natural origin specified in Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of endangered, precious and rare species of forest plants, animals and aquatic animals of Group I, derived from natural exploitation as prescribed in Appendix III of this Law;

d) Trading in prostitution;

dd) Buying or selling human beings, tissues, corpses, human body parts, human fetuses;

e) Business activities related to human cloning;

g) Trading in firecrackers;

h) Business debt collection services.

2. The production and use of products specified at Points a, b and c, Clause XNXX of this Article in analysis, testing, scientific research, health care, pharmaceutical production, crime investigation and national defense Security and defense comply with Government regulations.

Article 7. Lines of conditional investment and business

1. Lines of conditional investment and business are lines of business in which the performance of business investment activities in such lines and trades must satisfy necessary conditions for reasons of national defense, security or public order. self, social safety, social ethics, community health.

2. The list of conditional business lines and industries is specified in Appendix IV of this Law.

3. Conditions for business investment in the industries and trades specified in Clause 2 of this Article are specified in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, and decrees of the Government. and international treaties to which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial-level agencies, People's Councils, People's Committees at all levels, other agencies, organizations and individuals may not issue regulations on business investment conditions.

4. Conditions for business investment must be prescribed in accordance with the reasons specified in Clause 1 of this Article and must ensure publicity, transparency, objectivity, saving time and compliance costs of investors. .

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

a) Subjects and scope of application of business investment conditions;

b) Form of application of business investment conditions;

c) Contents of business investment conditions;

d) Documents, order and administrative procedures to comply with business investment conditions (if any);

dd) State management agencies, agencies competent to handle administrative procedures for business investment conditions;

e) Validity period of the permit, certificate, certificate or other written confirmation or approval (if any).

6. Business investment conditions shall be applied in the following forms:

a) License;

b) Certificate;

c) Certificate;

d) Written confirmation or approval;

dd) Other requirements that economic individuals and organizations must meet in order to conduct business investment activities without having to be certified in writing by a competent authority.

7. Lines and trades subject to conditional investment and business investment conditions, for such lines and trades, 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 supplementation of industries and trades banned from business investment, List of industries and trades subject to conditional business investment

1. Based on socio-economic conditions and state management requirements from time to time, the Government shall review the industries and trades banned from business investment, the list of lines of business investment subject to conditions, and submit to the National Assembly for amendments and supplements to Articles 6, 7 and Appendices of this Law according to the shortened order and procedures.

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

Article 9. Industry, trade and market access conditions for foreign investors

1. Foreign investors may apply market access conditions as prescribed for domestic investors, except for the case specified in Clause 2 of this Article.

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

a) Sectors and trades that have not yet had access to the market;

b) Lines and trades with conditional market access.

3. Market access conditions for foreign investors specified in the List of industries and trades restricted from market access for foreign investors include:

a) Rate of ownership of charter capital of foreign investors in economic organizations;

b) Form of investment;

c) Scope of investment activities;

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

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

4. The Government shall detail this Article.

Chapter II

INVESTMENT GUARANTEE

Article 10. Property ownership guarantee

1. Legal assets of investors are not nationalized or confiscated by administrative measures.

2. In case the State buys and requisitiones property for national defense and security reasons or for national interests, emergency, natural disaster prevention and control, investors shall be paid and compensated according to the provisions of laws on purchase and requisition of assets and other provisions of relevant laws.

Article 11. Assurance of business investment activities

1. The State does not require investors to comply with the following requirements:

a) Prioritize the purchase and use of domestic goods and services or purchase and use of goods and services from domestic service providers or suppliers;

b) Export of goods or services reaches a certain percentage; limit the quantity, value, types of goods and services exported or produced and supplied domestically;

c) Importing goods in quantities and values ​​corresponding to the quantity and value of exported goods or having to balance foreign currencies from export sources to meet import demands;

d) Achieving localization rates for domestically produced goods;

d) Achieving a certain level or value in research and development activities in the country;

e) Provision of goods and services at a specific location in the country or abroad;

g) Place the head office at the location at the request of the competent state agency.

2. Based on socio-economic development conditions and investment attraction demand in each period, the Prime Minister shall decide to apply forms of State guarantee to implement investment projects within his/her competence. the right to approve investment policies of the National Assembly, the Prime Minister and other important infrastructure development investment projects.

The Government shall detail this clause.

Article 12. Guarantee of the right to transfer assets of foreign investors abroad

After fulfilling all financial obligations to the State of Vietnam in accordance with law, foreign investors may transfer the following assets abroad:

1. Investment capital, investment liquidation amounts;

2. Income from business investment activities;

3. Other money and assets are legally owned by investors.

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

1. If a new legal document is issued stipulating new investment incentives or higher investment incentives, investors are entitled to investment incentives according to the provisions of the new legal document for the period of preferential enjoyment. remaining incentives of investment projects, except for special investment incentives for investment projects in the case specified at Point a, Clause 5, Article 20 of this Law.

2. In case the newly promulgated legal document stipulates that investment incentives are lower than the investment incentives previously enjoyed by the investor, the investor may continue to apply the investment incentives according to the previous regulations. for the remaining incentive period of the investment project.

3. This provision does not apply in case of changes in the provisions of legal documents for reasons of national defense, security, social order, safety, social morality, and public health. copper, environmental protection.

4. In case an investor is not allowed to continue to apply investment incentives as prescribed in Clause 3 of this Article, it shall be considered and resolved by one or several of the following measures:

a) Deduct the investor's actual loss from taxable income;

b) Adjusting operation objectives of investment projects;

c) Supporting investors to overcome damages.

5. For investment security measures prescribed in Clause 4 of this Article, investors must make a written request within a period of 03 of the year since the effective date of the new legal document.

Article 14. Settlement of disputes in business investment activities

1. Disputes related to business investment activities in Vietnam shall be resolved through negotiation and conciliation. In case no negotiation or conciliation is possible, the dispute shall be settled at arbitration or court according to the provisions of Clauses 2, 3 and 4 of this Article.

2. Disputes between domestic investors, foreign-invested economic organizations or between domestic investors, foreign-invested economic organizations and relevant competent state agencies Investment and business activities in the Vietnamese territory shall be settled through Vietnamese arbitration or Vietnamese courts, except for the case specified in Clause 3 of this Article.

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

a) Vietnamese courts;

b) Vietnamese arbitration;

c) Foreign arbitration;

d) International arbitration;

d) Arbitration established by agreement of the disputing parties.

4. Disputes between foreign investors and competent state agencies related to investment and business activities in the Vietnamese territory shall be settled through Vietnamese arbitration or Vietnamese courts, except for the following cases: otherwise agreed upon under a contract or an international treaty to which the Socialist Republic of Vietnam is a signatory, which provides otherwise.

Chapter III

INVESTMENT SUPPORT AND INVESTMENT INVESTMENT SUPPORT

Article 15. Forms and subjects of application of investment incentives

1. Forms of investment incentives include:

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

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

c) Exemption or reduction of land use levy, land rent and land use tax;

d) Accelerated depreciation, increased deductible expenses when calculating taxable income.

2. Objects eligible for investment incentives include:

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

b) Investment projects in investment incentive areas specified in Clause 2, Article 16 of this Law;

c) Investment projects with capital scale of VND 6.000 billion or more, disbursed at least VND 6.000 billion within 03 years from the date of issuance of the Investment Registration Certificate or approval of investment policies. , and having one of the following criteria: having a total turnover of at least VND 10.000 billion per year within 03 years at the latest from the year of having revenue or employing more than 3.000 employees;

d) Investment project on construction of social housing; investment projects in rural areas employing 500 or more employees; investment projects employing people with disabilities in accordance with the law on people with disabilities;

dd) High-tech enterprises, science and technology enterprises, science and technology organizations; projects involving technology transfer on the list of technologies encouraged for transfer in accordance with the law on technology transfer; technology incubators, science and technology business incubators according to the provisions of the law on high technology and the law on science and technology; enterprises producing and providing technology, equipment, products and services to meet the requirements of environmental protection in accordance with the provisions of the law on environmental protection;

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

g) Investment and business in the product distribution chain of small and medium enterprises; business investment in technical facilities to support small and medium-sized enterprises, small and medium-sized business incubators; invest in business in the co-working space to support small and medium-sized enterprises and start-ups in accordance with the provisions of the law on supporting small and medium-sized enterprises.

3. Investment incentives are applied to new investment projects and expansion investment projects.

4. Specific incentives for each type of investment incentives shall be applied in accordance with the provisions of the law on tax, accounting and land.

5. Investment incentives specified at Points b, c and d, Clause 2 of this Article do not apply to the following investment projects:

a) Investment projects on mineral exploitation;

b) Investment projects on production and trading of goods and services subject to excise tax under the provisions of the Law on Special Consumption Tax, except for projects on production of cars, aircraft and yachts;

c) Investment projects to build commercial houses in accordance with the law on housing.

6. Investment incentives are applied for a limited time and on the basis of the investor's project performance. Investors must meet the conditions for enjoying incentives as prescribed by law during the time of enjoying investment incentives.

7. Investment projects that satisfy the conditions for enjoying different levels of investment incentives, including investment incentives as prescribed in Article 20 of this Law, are entitled to the highest investment 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. Industry and trades eligible for investment incentives include:

a) High-tech activities, high-tech supporting industrial products, research and development activities, and production of products formed from scientific and technological results in accordance with the law on science; and technology;

b) Producing new materials, new energy, clean energy, renewable energy; produce products with added value of 30% or more, energy-saving products;

c) Manufacture of electronic products, key mechanical products, agricultural machines, automobiles and auto parts; shipbuilding;

d) Manufacturing products on the list of supporting industry products prioritized for development;

dd) Producing information technology products, software, digital content;

e) Cultivation and processing of agricultural, forestry and aquatic products; planting and protecting forests; making salt; fishing and fisheries logistics services; production of plant varieties, animal breeds and biotechnology products;

g) Collect, treat, recycle or reuse waste;

h) Investment in development, operation and management of infrastructure works; develop public passenger transport in urban areas;

i) Pre-school education, general education, vocational education, higher education;

k) Medical examination and treatment; production of drugs, medicinal ingredients, drug preservation; scientific research on preparation technology and biotechnology for the production of new drugs; manufacture of medical equipment;

l) Investing in physical training and sports facilities for people with disabilities or professionals; protect and promote the value of cultural heritage;

m) Investing in geriatric and psychiatric centers, treating patients infected with Agent Orange; centers for the elderly, disabled, orphans and homeless children;

n) People's credit funds, microfinance institutions;

o) Producing goods, providing services to create or participate in value chains or clusters.

2. 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, economic zones.

3. Based on industries, trades and geographical areas eligible for investment incentives specified in Clauses 1 and 2 of this Article, the Government shall promulgate, amend and supplement the List of industries and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives. investment incentives; identify industries and trades with special investment incentives in the List of industries and professions eligible for investment incentives.

Article 17. Procedures for application of investment incentives

Pursuant to the subjects specified in Clause 2, Article 15 of this Law, the written approval of the investment policy (if any), the Certificate of investment registration (if any), and other relevant laws, Investors determine investment incentives by themselves and carry out procedures for enjoying investment incentives at tax offices, financial agencies, customs offices and other competent agencies corresponding to each type of investment incentives. .

Article 18. Forms of investment support

1. Investment support forms include:

a) Supporting the development of technical and social infrastructure systems inside and outside the fence of investment projects;

b) Support in training and developing human resources;

c) Credit support;

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

dd) Scientific and technical support and technology transfer;

e) Supporting market development, providing information;

g) Research and development support.

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

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

1. Based on the planning already decided or approved in accordance with the law on planning, ministries, ministerial-level agencies and provincial-level People's Committees shall draw up development investment plans and organize the construction. system of technical and social infrastructure outside the fence of industrial parks, export processing zones, high-tech zones and functional zones in economic zones.

2. The State shall partially support development investment capital from the state budget and concessional credit capital for the synchronous development of the technical and social infrastructure system inside and outside the industrial park fence. in areas with difficult socio-economic conditions or areas with extremely difficult socio-economic conditions.

3 . The State shall partially support development investment capital from the state budget, preferential credit capital and apply other methods of capital mobilization to build a system of technical and social infrastructure in the area. economic, high-tech zones.

Article 20. Special investment incentives and support

1. The Government shall decide on the application of special investment incentives and support in order to encourage the development of a number of investment projects having great impacts on socio-economic development.

2. Subjects of application of special investment incentives and support specified in Clause 1 of this Article include:

a) New investment projects (including expansion of such newly established projects) of innovation centers, research and development centers with total investment capital of 3.000 billion VND or more; disburse at least VND 1.000 billion within 03 years from the date of issuance of investment registration certificate or approval of investment policy; national innovation center established under the Prime Minister's decision;

b) Investment projects in industries or trades with special investment incentives with an investment capital of 30.000 billion VND or more, disbursed at least 10.000 billion VND within 03 years from the date of issuance of the Certificate receive investment registration or approve investment policy.

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

4. Special investment support shall be provided in the forms specified in Clause 1, Article 18 of this Law.

5. Special investment incentives and supports specified in this Article do not apply to the following cases:

a) The investment project has been granted an investment certificate, an investment registration certificate or an investment policy decision before the effective date of this Law;

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

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

7. The Government shall detail this Article.

Chapter IV

INVESTMENT ACTIVITIES IN VIETNAM

Section 1. FORMS OF INVESTMENT

Article 21. Investment form

1. Invest in the establishment of economic organizations.

2. Investment in capital contribution, share purchase, purchase of contributed capital.

3. Implementation of investment projects.

4. Investment in the form of BCC contract.

5. New investment forms and economic organizations according to the Government's regulations.

Article 22. Investment in establishment of economic organizations

1. Investors establish economic organizations according to the following provisions:

a) Domestic investors establish economic organizations according to the provisions of the law on enterprises and the law corresponding to each type of economic organization;

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

c) Before establishing an economic organization, a foreign investor must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except for the case of setting up a small and medium-sized enterprise. creative enterprises and innovative start-up investment funds in accordance with the law on supporting small and medium enterprises.

2. From the date of being granted the Certificate of Business Registration or another document of equivalent legal validity, the economic organization established by the foreign investor is the investor implementing the investment project in accordance with regulations of law. specified in the Investment Registration Certificate.

Article 23. Carrying out investment activities of foreign-invested economic organizations

1. Economic organizations must satisfy the conditions and carry out investment procedures as prescribed for foreign investors when investing in establishing other economic organizations; investment to contribute capital, purchase shares, purchase capital contributions of other economic organizations; investment in the form of BCC contract if such economic organization falls into one of the following cases:

a) There is a foreign investor holding more than 50% of the charter capital or the majority of general partners are foreign individuals, for economic organizations being a partnership;

b) Having economic organizations specified at Point a of this Clause holding more than 50% of charter capital;

c) Foreign investors and economic organizations specified at Point a of this Clause hold more than 50% of the charter capital.

2. Economic organizations that do not fall into the cases specified at Points a, b and c, Clause 1 of this Article shall comply with investment conditions and procedures as prescribed for domestic investors when investing to establish an organization. other economic; investment in the form of capital contribution, share purchase, purchase of capital contributions of other economic organizations; investment in the form of BCC contract.

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

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

Article 24. Investment in the form of capital contribution, share purchase, purchase of contributed capital

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

2. Foreign investors' capital contribution, share purchase or capital contribution purchase from an economic organization must satisfy the following regulations and conditions:

a) Market access conditions for foreign investors are specified in Article 9 of this Law;

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

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

Article 25. Forms of capital contribution, share purchase, purchase of contributed capital

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

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

b) Contributing capital to a limited liability company or a partnership;

c) Contributing capital to other economic organizations other than those specified at Points a and b of this Clause.

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

a) Purchase shares of a joint-stock company from the company or shareholder;

b) Purchase the capital contribution of a member of a limited liability company to become a member of a limited liability company;

c) Purchase capital contributions of capital contributors in a partnership to become a capital contributing member of the partnership;

d) Purchase of capital contributions from members of other economic organizations other than those specified at Points a, b and c of this Clause.

Article 26. Investment procedures in the form of capital contribution, share purchase, purchase of contributed capital

1. Investors contributing capital, purchasing shares or purchasing capital contributions from economic organizations must satisfy the conditions and carry out procedures for changing members and shareholders according to the provisions of law corresponding to each type. economic organization.

2. Foreign investors shall carry out procedures for registration of capital contribution, share purchase or capital contribution of economic organizations before changing members or shareholders if they fall into one of the following cases:

a) The contribution of capital, purchase of shares, purchase of contributed capital increases the foreign investors' ownership ratio in economic organizations engaged in conditional market access for foreign investors. outside;

b) The contribution of capital, purchase of shares, purchase of contributed capital leads to the fact that foreign investors and economic organizations specified at Points a, b and c, Clause 1, Article 23 of this Law hold more than 50% of the capital. the charter of the economic organization in the following cases: increasing the rate of ownership of the charter capital of foreign investors from less than or equal to 50% to over 50%; increase the rate of ownership of charter capital of foreign investors when foreign investors already own more than 50% of charter capital in economic organizations;

c) Foreign investors contribute capital, purchase shares or purchase capital contributions from economic organizations with land use right certificates in islands and border communes, wards and townships; coastal communes, wards and towns; other areas affecting national defense and security.

3. Investors who do not fall into the cases specified in Clause 2 of this Article shall carry out procedures for changing shareholders or members in accordance with relevant laws when contributing capital, buying shares or purchasing capital contributions of the organization. economic organization. If there is a need to register the capital contribution, share purchase or purchase of capital contributions from economic organizations, the investor shall comply with the provisions of Clause 2 of this Article.

4. The Government shall detail dossiers, order and procedures for capital contribution, share purchase and capital contribution purchase of economic organizations specified in this Article.

Article 27. Investment in the form of BCC contract

1. BCC contracts signed between domestic investors shall comply with the provisions of civil law.

2. A BCC contract signed between a domestic investor and a foreign investor or between foreign investors shall carry out the procedures for issuance of an Investment Registration Certificate according to the provisions of Article 38 of this Law.

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

Article 28. Contents of the BCC . contract

1. A BCC contract includes the following main contents:

a) Names, addresses and authorized representatives of the parties to the contract; transaction address or location of the investment project;

b) Objectives and scope of business investment activities;

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

d) Progress and time limit for contract performance;

dd) Rights and obligations of the parties to the contract;

e) Amending, transferring, terminating the contract;

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

2. During the performance of the BCC contract, the contracting parties may agree to use assets formed from business cooperation to establish an enterprise in accordance with the law on enterprises.

3. The parties to the BCC contract have the right to agree on other contents that are not contrary to the provisions of law.

Section 2. APPROVAL OF INVESTMENT POLICY AND INVESTOR SELECTION

Article 29. Selection of investors to implement investment projects

1. Investor selection is conducted through one of the following methods:

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

b) Bidding to select investors in accordance with the law on bidding;

c) Approving the investor as prescribed in Clauses 3 and 4 of this Article.

2. The selection of an investor to implement an investment project as prescribed at Points a and b, Clause 1 of this Article is done after approving the investment policy, unless the investment project is not subject to approval. investment policy.

3. In case an auction of land use rights is held but only one person registers to participate, or the auction fails according to the provisions of the law on land, or if the bidding organization selects an investor, only one person has registered to participate. If an investor registers in accordance with the law on bidding, the competent authority shall carry out procedures for investor approval when the investor meets the conditions as prescribed by relevant laws.

4. For investment projects subject to approval of investment policies, the competent authority to approve the investment policies and at the same time approves the investor's refusal to approve the auction of land use rights or the bidding for housing selection. investment in the following cases:

a) The investor has the right to use the land, unless the State recovers the land for the purpose of national defense and security, or recovers the land for socio-economic development for the national and public interests as prescribed. of law and land;

b) The investor receives the transfer, capital contribution or lease of agricultural land use rights to implement non-agricultural production and business investment projects that are not subject to land recovery by the State as prescribed by law. About land;

c) Investors implementing investment projects in industrial parks, high-tech zones;

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

5. The Government shall detail this Article.

Article 30. Competence to approve investment policies of the National Assembly

The National Assembly approves investment policies for the following investment projects:

1. Investment projects that greatly affect the environment or have the potential to seriously affect the environment, including:

a) Nuclear power plants;

b) The investment project requires the change of land use purpose of special-use forest, watershed protection forest or border protection forest of 50 hectares or more; protective forests against wind, flying sand and protection forests against waves and sea encroachment of 500 ha or more; production forests of 1.000 ha or more;

2. Investment projects that require change of land use purpose for wet rice cultivation from 02 crops or more with a scale of 500 ha or more;

3. Investment projects requiring migration and resettlement of 20.000 people or more in mountainous areas, and 50.000 or more people in other regions;

4. Investment projects that require the application of special mechanisms and policies need to be decided by the National Assembly.

Article 31. Authority to approve investment policies of the Prime Minister

Except for investment projects specified in Article 30 of this Law, the Prime Minister shall approve investment policies for the following investment projects:

1. Investment projects, regardless of capital sources, fall into one of the following cases:

a) Investment projects that require migration and resettlement of 10.000 people or more in mountainous areas, and 20.000 or more people in other regions;

b) New construction investment projects: airports, airfields; runways of airports and airfields; passenger terminals of international airports; cargo terminals of airports or airfields with a capacity of 01 million tons/year or more;

c) New investment project for the business of transporting passengers by air;

d) New construction investment projects: wharves, port areas belonging to special seaports; wharves and port areas with an investment capital of VND 2.300 billion or more, belonging to class I seaports;

dd) Oil and gas processing investment projects;

e) Investment projects involving betting and casino business, except for the business of prize-winning electronic games for foreigners;

g) Investment projects to build houses (for sale, lease, lease-purchase), urban areas in the following cases: the investment project has a land use scale of 50 hectares or more or has a scale of less than 50 hectares. 15.000 ha but the population size is from 100 people or more in urban areas; investment projects with a land use scale of 100 ha or more or with a scale of less than 10.000 ha but with a population size of XNUMX or more in non-urban areas; investment projects regardless of the size of the land area, the population within the protection scope of the relic recognized by the competent authority as a national relic or a special national relic;

h) Investment projects on construction and business of infrastructure of industrial parks and export processing zones;

2. Investment projects of foreign investors in the field of telecommunications service business with network infrastructure, afforestation, publishing and press;

3. Investment projects concurrently under the investment policy approval competence of 02 or more provincial-level People's Committees;

4. Other investment projects falling under the Prime Minister's authority to approve investment policies or investment decisions in accordance with law.

Article 32. Competence to approve investment policies of provincial-level People's Committees

1. Except for investment projects specified in Articles 30 and 31 of this Law, the People's Committees of provinces shall approve investment policies for the following investment projects:

a) An investment project that requires the State to allocate or lease land without auction, bidding or transfer, or an investment project with a request for permission to change the land use purpose, except in cases where the land use purpose is changed. land, lease land, permit the change of land use purpose of households and individuals who are not required to obtain written approval from the provincial People's Committee in accordance with the land law;

b) Investment projects on construction of houses (for sale, lease, lease-purchase), urban areas in the following cases: the investment project has a land use scale of less than 50 hectares and a population size of less than 15.000 hectares. 100 people in urban areas; investment projects with a land use scale of less than 10.000 hectares and a population of less than XNUMX people in non-urban areas; investment projects regardless of land area size, population in restricted development areas or historic inner cities (defined in urban planning projects) of special urban areas;

c) Investment project on construction and business of golf courses (golf);

d) Investment projects of foreign investors and foreign-invested economic organizations implemented in islands and border communes, wards and townships; coastal communes, wards and towns; other areas affecting national defense and security.

2. Investment projects specified at Points a, b and d, Clause 1 of this Article shall be implemented in industrial parks, export processing zones, hi-tech parks and economic zones in accordance with the approved planning. approval authority, the Management Board of industrial parks, export processing zones, high-tech zones and economic zones shall approve the investment policy.

3. The Government shall detail this Article.

Article 33. Appraisal dossiers and contents of application for approval of investment policies

1. A dossier of application for approval of investment guidelines for an investment project proposed by an investor includes:

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

b) Documents on the investor's legal status;

c) Documents proving the investor's financial capacity, including at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; financial institution's commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the investor's financial capacity;

d) Investment project proposal, including the following main contents: investor or investor selection form, investment objective, investment scale, investment capital and capital mobilization plan, location , deadline, implementation progress, information on the current status of land use at the project site and proposed land use demand (if any), labor demand, proposal for investment incentives , impact, socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection.

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

dd) If the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or other documents determining the right to use the site shall be submitted. to carry out investment projects;

e) The explanation of technology used in the investment project, for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;

g) BCC contract for investment projects in the form of BCC contract;

h) Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

2. A dossier of application for approval of investment policies for an investment project made by a competent state agency includes:

a) A written request for approval of the investment policy;

b) An investment project proposal includes the following main contents: investment objectives, investment scale, investment capital, location, duration, implementation schedule, impacts, and socio-economic efficiency project association; information on the current state of land use at the project site, land recovery conditions for projects subject to land recovery, and expected land use demand (if any); preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection; expected form of investor selection and conditions for investors (if any); special mechanisms and policies (if any).

If the construction law stipulates the preparation of a pre-feasibility study report, the competent state agency may use the pre-feasibility study report instead of the investment project proposal.

3. Contents of appraisal of application for approval of investment policy include:

a) Assess the conformity of the investment project with the national planning, regional planning, provincial planning, urban planning and planning of special administrative-economic units (if any);

b) Assessment of land use demand;

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

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

dd) Evaluation of technologies used in investment projects for projects subject to appraisal or consultation on technology in accordance with the law on technology transfer;

e) Assessment of the suitability of the investment project with the urban development objectives and orientations, housing development programs and plans; preliminary investment divergence plan to ensure synchronization requirements; preliminary structure of housing products and land fund for social housing development; preliminary plan on investment in construction and management of urban infrastructure inside and outside the project scope, for investment projects on construction of houses and urban areas.

4. Contents of appraisal of application for approval of investment policy concurrently with investor approval include:

a) The appraisal contents specified in Clause 3 of this Article;

b) The ability to satisfy the conditions for land allocation or land lease in the case of land allocation or land lease not through auction of land use rights or bidding for investor selection; ability to meet the conditions for changing land use purpose for projects requiring land use purpose change;

c) Evaluation of the satisfaction of market access conditions for foreign investors (if any);

d) Other conditions for investors in accordance with relevant laws.

5. The Government shall detail this Article.

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

1. Dossiers specified in Clauses 1 and 2, Article 33 of this Law shall be sent 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 to establish a State Appraisal Council.

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

4. At least 60 days before the opening of the National Assembly session, the Government shall prepare and send a dossier of request for approval of investment policies to the agency in charge of verification of the National Assembly.

5. Dossier of application for approval of investment policy includes:

a) The Government's report;

b) Dossier specified in Clause 1 of this Article;

c) Appraisal report of the State Appraisal Council;

d) Other relevant documents.

6. Contents of verification of application for approval of investment policy include:

a) The satisfaction of the criteria for determining investment projects falls under the competence of the National Assembly to approve investment policies;

b) The necessity of implementing the investment project;

c) The conformity of the investment project with the strategy, national planning, regional planning, provincial planning, urban planning and planning of special administrative-economic units (if any);

d) Objectives, scale, location, time, implementation progress of the investment project, land use demand, plan for site clearance, migration and resettlement, plan for selection of key technologies, environmental protection solutions;

dd) Total investment capital and capital sources;

e) Assessment of socio-economic efficiency, defense and security assurance and sustainable development of investment projects;

g) Mechanisms, special policies, incentives, investment support and conditions of application (if any).

7. The Government and relevant agencies, organizations and individuals are responsible for providing sufficient information and documents to serve the verification; explain issues related to the investment project's contents at the request of the agency in charge of verification of the National Assembly.

8. The National Assembly considers and approves a resolution on approval of investment policies, including the contents specified in Clause 1, Article 3 of this Law.

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

Article 35. Order and procedures for approving investment policies of the Prime Minister

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

2. Within 03 working days from the date of receipt of complete dossiers, the Ministry of Planning and Investment shall send the dossiers to collect appraisal opinions from state agencies related to the appraisal contents specified in Article 33 of this Decree. This law.

3. Within 15 days from the date of receipt of the dossier, the consulted agency shall give its appraisal opinions on the contents under its state management and send it to the Ministry of Planning and Investment.

4. Within 40 days from the date of receipt of the dossier, the Ministry of Planning and Investment shall organize the appraisal of the dossier and make an appraisal report including the appraisal contents specified in Article 33 of this Law and submit it to the Prime Minister. Prime Minister approved the investment policy.

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

6. For investment projects specified in Clause 3, Article 31 of this Law, the Prime Minister shall designate an investment registration agency of a province or centrally run city to grant an investment registration certificate to the investor. whole project.

7. The Government shall detail the order and procedures for appraisal of investment projects approved by the Prime Minister.

Article 36. Order and procedures for approval of investment policies by the People's Committee of the province

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

Within 35 days from the date of receipt of the application, the investment registration agency must notify the investor of the result.

2. Within 03 working days from the date of receipt of a complete dossier, the investment registration agency shall send the dossier to collect appraisal opinions from the state agencies related to the appraisal contents specified in Article 33 of this Decree. This law.

3. Within 15 days from the day on which the application is received, the consulted agency shall give its appraisal opinions on the contents under its state management and send it to the investment registration agency.

4. Within 25 days from the day on which the application is received, the investment registration agency shall make an appraisal report, including the appraisal contents specified in Article 33 of this Law, and submit it to the People's Committee of the province.

5. Within 07 working days from the date of receipt of the application and appraisal report, the provincial People's Committee approves the investment policy. In case of refusal, a written notice must be given clearly stating the reason. .

6. Provincial-level People's Committees shall consider and approve investment policies including the contents specified in Clause 1, Article 3 of this Law.

Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND REVOLUTION OF INVESTMENT REGISTRATION CERTIFICATES

Article 37. In case of carrying out procedures for issuance of an Investment Registration Certificate

1. Cases in which the procedures for issuance of an Investment Registration Certificate must be carried out include:

a) Investment projects of foreign investors;

b) Investment project of an economic organization prescribed in Clause 4 of this Article.

2. Cases in which the procedures for issuance of an Investment Registration Certificate are not required include:

a) Investment projects of domestic investors;

b) Investment project of an economic organization prescribed in Clause 4 of this Article;

c) Investment in the form of capital contribution, share purchase, purchase of capital contribution of economic organizations.

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

4. In case an investor wishes to issue an Investment Registration Certificate for an investment project specified at Points a and b, Clause 2 of this Article, the investor shall carry out the procedures for issuance of the Registration Certificate. investment specified in Article 38 of this Law.

Article 38. Procedures for issuance of Investment Registration Certificate

1. The investment registration authority shall grant the Investment Registration Certificate to an investment project subject to approval of investment policies specified in Articles 30, 31 and 32 of this Law within the following time limit:

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

b) 15 days from the date of receiving the investor's request for an Investment Registration Certificate, for an investment project other than the case specified at Point a of this Clause.

2. For an investment project that is not subject to approval of investment policies specified in Articles 30, 31 and 32 of this Law, an investor shall be granted an Investment Registration Certificate if it meets the following conditions. this:

a) Investment projects not in sectors or trades banned from investment and business;

b) Having a location for the implementation of the investment project;

c) The investment project conforms to the planning specified at Point a, Clause 3, Article 33 of this Law;

d) Satisfy the conditions on investment rate per land area and number of employees (if any);

d) Satisfying the market access conditions for foreign investors.

3. The Government shall detail the conditions, dossiers, order and procedures for granting the Investment Registration Certificate.

Article 39. Competence to grant, amend and revoke Investment Registration Certificates

1. Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones shall grant, adjust and revoke investment registration certificates for investment projects in industrial parks or export processing zones, hi-tech zones, economic zones, except for the case specified in Clause 3 of this Article.

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

3. The investment registration agency where the investor implements the investment project, locates or plans to set up an executive office for the implementation of the investment project, issues, adjusts and revokes the Investment Registration Certificate to the investor. with the following investment projects:

a) Investment projects implemented in 02 or more provincial-level administrative units;

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

c) Investment projects in industrial parks, export processing zones, hi-tech parks or economic zones where the management board of industrial parks, export processing zones, hi-tech zones, economic zones has not been established or is not under the under the management of the Management Board of industrial parks, export processing zones, high-tech zones and economic zones.

4. The agency receiving investment project dossiers is the agency competent 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 investment project.

2. Investor.

3. Investment project code.

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

5. Objectives and scale of investment projects.

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

7. Operational duration of the investment project.

8. Investment project implementation schedule, including:

a) Progress of capital contribution and mobilization of capital sources;

b) The progress of the implementation of the main operational objectives of the investment project, in case the investment project is divided into stages, the progress of each stage must be specified.

9. Forms of investment incentives and support and grounds and conditions for application (if any).

10. Conditions for investors implementing investment projects (if any).

Article 41. Adjustment of investment projects

1. During the implementation of an investment project, the investor has the right to adjust the objectives, transfer part or the whole investment project, merge projects or divide or split a project into many projects. , use land use rights and assets on land belonging to investment projects to contribute capital to establish enterprises, cooperate in business or other contents and must comply with the provisions of law.

2. The investor shall carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate.

3. An investor whose investment policy has been approved must carry out the procedures for approval for adjustment of investment policy if it falls into one of the following cases:

a) Change the target specified in the written approval of investment policy; adding targets subject to approval of investment policies;

b) Change in the size of the land used for more than 10% or more than 30 hectares, change the investment location;

c) The total investment capital is changed by 20% or more, resulting in a change in the scale of the investment project;

d) Prolonging the implementation schedule of an investment project while the total project investment time exceeds 12 months compared with the progress of the investment project specified in the written approval of the initial investment policy;

dd) Adjustment of the operation duration of the investment project;

e) Change the technology that has been appraised and consulted in the process of approving the investment policy;

g) Change of investor of an investment project with approved investment policy concurrently with investor approval before the project is exploited, operated or changed conditions for investors (if any) .

4. For an investment project that has been approved for investment policies, the investor is not allowed to adjust the investment project implementation schedule for more than 24 months compared with the investment project implementation schedule specified in the approval document. agreement on investment policy for the first time, except in one of the following cases:

a) To remedy the consequences in case of force majeure in accordance with the provisions of the civil law and the law on land;

b) Adjustment of the implementation progress of investment projects because investors are slow to receive land allocation, land lease or permission to change land use purpose by the State;

c) Adjust the progress of investment projects at the request of state management agencies or state agencies that are slow to carry out administrative procedures;

d) Adjustment of investment projects due to changes in planning by state agencies;

dd) Change the target specified in the written approval of investment policy; adding targets subject to approval of investment policies;

e) Increasing the total investment capital by 20% or more, resulting in a change in the scale of the investment project.

5. State agencies competent to approve investment policies are competent to approve adjustments to investment policies.

In case the request for adjustment of an investment project results in the investment project falling under the authority of a higher authority to approve the investment policy, that level shall have the authority to approve the adjustment of the investment policy according to the provisions of this Article.

6. The order and procedures for adjustment of investment policies shall comply with the respective provisions in Articles 34, 35 and 36 of this Law regarding the adjusted contents.

7. In case the request for adjustment of an investment project results in the investment project being subject to approval of investment policies, the investor must carry out procedures for approval of investment policies before adjusting the investment project. .

8. The Government shall detail this Article.

Section 4. IMPLEMENTATION OF INVESTMENT PROJECTS

Article 42. Principles of investment project implementation

1. For investment projects subject to approval of investment policies, the approval of investment policies must be done before the investor implements the investment project.

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

3. Investors are responsible for complying with the provisions of this Law, the law on planning, land, environment, construction, labor, fire prevention and fighting, other relevant laws, the written approval of the investment policy (if any) and the Certificate of investment registration (if any) during the implementation of the investment project.

Article 43. Assurance of investment project implementation

1. An investor must deposit or have a bank guarantee on the escrow obligation to secure the implementation of an investment project that requires the State to allocate or lease land or permit the change of land use purpose. except for the following cases:

a) The investor who wins the auction of land use rights to implement an investment project is allocated land by the State with the collection of land use levy, or leases the land with one-off rental payment for the entire lease period;

b) The investor who wins the tender for the implementation of an investment project using land;

c) The investor who is allocated or leased land by the State on the basis of receiving the transfer of an investment project has made a deposit or has completed the capital contribution or capital mobilization according to the schedule specified in the written approval. investment policy, investment registration certificate;

d) Investors are allocated or leased land by the State for the implementation of investment projects on the basis of receiving the transfer of land use rights and land-attached assets of other land users.

2. Based on the scale, nature and implementation progress of each investment project, the deposit level to secure the implementation of an investment project is from 01% to 03% of the investment capital of the investment project. In case an investment project consists of several investment stages, the deposit shall be paid and refunded according to each stage of investment project implementation, except for non-refundable cases.

3. The Government shall detail this Article.

Article 44. Operational duration of investment projects

1. The operation term of an investment project in an economic zone shall not exceed 70 years.

2. The operation duration of investment projects outside economic zones must not exceed 50 years. An investment project implemented in an area with difficult socio-economic conditions, an area with extremely difficult socio-economic conditions, or an investment project with large investment capital but slow capital recovery, The operational term of an investment project may be longer, but must not exceed 70 years.

3. For investment projects that are allocated or leased land by the State but investors are delayed in handing over land, the delay in land handover by the State shall not be included in the operation duration and implementation progress of the project. investment.

4. Upon the expiration of the operation term of an investment project, if the investor wishes to continue implementing the investment project and meets the conditions prescribed by law, the investor may consider extending the operation term of the investment project. investment projects 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 outdated technology, potentially causing environmental pollution and resource-intensive;

b) The investment project falls into the case where the investor must transfer without compensation of assets to the State of Vietnam or the Vietnamese party.

5. The Government shall detail this Article.

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

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

2. Investors determine the investment capital value of the investment project by themselves after the investment project is put into operation.

3. In necessary cases to ensure the performance of state management of science and technology or to determine tax bases, the competent state management agency shall request the independent assessment of value. investment capital, quality and value of machinery, equipment and technological lines after the investment project is put into operation.

4. The investor must bear the cost of assessment in case the assessment 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. An investor has the right to transfer all or part of an investment project to another investor when the following conditions are satisfied:

a) The transferred investment project or part of an investment project is not terminated according to the provisions of Clauses 1 and 2, Article 48 of this Law;

b) Foreign investors receiving investment projects, part of investment projects must satisfy the conditions specified in Clause 2, Article 24 of this Law;

c) Conditions prescribed by the law on land in case the transfer of investment projects is associated with the transfer of land use rights and land-attached assets;

d) Conditions prescribed by law on housing and law on real estate business in case of transfer of housing construction investment project or real estate project;

dd) Conditions specified in the written approval of investment policies, investment registration certificate or other relevant laws (if any);

e) When transferring an investment project, in addition to complying with the provisions of this Article, state enterprises shall have to comply with the provisions of law on management and use of state capital invested in production. , doing business at the enterprise before making adjustments to the investment project.

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

a) With respect to an investment project that the investor is approved for as prescribed in Article 29 of this Law and the investment project is granted an investment registration certificate, the investor shall carry out procedures for project adjustment. investment as prescribed in Article 41 of this Law;

b) For an investment project other than the case specified at Point a of this Clause, the transfer of the investment project or the transfer of property ownership rights to the investor receiving the investment project after the transfer shall be carried out. according to the provisions of the law on civil, enterprise, real estate business and other relevant laws.

Article 47. Suspension of investment projects

1. The investor who stops the operation of an investment project must notify in writing the investment registration agency. In case of shutdown of an investment project due to force majeure, the investor shall be exempted from land rent or reduced by the State during the shutdown period to overcome the consequences caused by force majeure. .

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

a) To protect relics, relics, antiquities and national treasures in accordance with the Law on Cultural Heritage;

b) To remedy violations of the law on environmental protection at the request of the state management agency in charge of environment;

c) To take measures to ensure occupational safety at the request of the state agency in charge of labor;

d) According to court judgments, decisions, arbitral awards;

dd) The investor fails to comply with the contents of the investment policy approval, the investment registration certificate and has been administratively sanctioned but continues to violate.

3. The Prime Minister shall decide to suspend or stop part of the operation of an investment project in case the implementation of the investment project causes harms or is likely to cause harm to national defense and security according to the proposal. recommendation of the Ministry of Planning and Investment.

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

Article 48. Termination of operation of investment projects

1. An investor shall terminate investment activities or investment projects 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, the enterprise's charter;

c) The operation term of the investment project expires.

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 overcome the conditions for cessation of operation;

b) The investor is not allowed to continue using the investment location and fails to carry out the procedures for adjusting the investment location within 06 months from the date on which it is not allowed to continue using the investment location, except for cases specified in Clause XNUMX of this Article. specified at point d of this clause;

c) The investment project has been shut down and within 12 months from the date of shutdown, the investment registration agency is unable to contact the investor or the investor's legal representative;

d) The investment project is subject to land recovery due to the failure to put the land into use or the delay in putting the land into use according to the provisions of the land law;

dd) The investor fails to deposit or does not provide a guarantee for the escrow obligation as prescribed by law for an investment project that is eligible to secure the implementation of the investment project;

e) Investors conduct investment activities on the basis of fake civil transactions according to the provisions of civil law;

g) According to court judgments, decisions, arbitral awards.

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

4. Investors liquidate the investment project by themselves in accordance with the law on asset liquidation when the investment project terminates its operation, except for the case specified in Clause 5 of this Article.

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

6. The investment registration authority shall decide to revoke the Investment Registration Certificate in case the investment project terminates its operation as prescribed in Clause 2 of this Article, except for the case of partial termination of the project's operation. investment project.

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

Article 49. Establishment of an executive office of a foreign investor in a BCC contract

1. Foreign investors in BCC contracts may set up an operating office in Vietnam to perform the contract. The location of the executive office is decided by the foreign investor in the BCC contract according to the contract performance requirements.

2. The foreign investor's executive office in the BCC contract has a seal; may open accounts, recruit employees, sign contracts and conduct business activities within the scope of their rights and obligations specified in the BCC contract and the Certificate of registration for the establishment of an executive office.

3. The foreign investor in the BCC contract shall submit an application for registration of the establishment of an executive office at the investment registration office where the operating office is expected to be located.

4. An application file for registration of the establishment of an executive office includes:

a) A written registration for the establishment of an executive 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 executive office; contents, duration and scope of operation of the executive office; full name, place of residence, number of the people's identity card, citizen identification card or passport of the head of the executive office;

b) The foreign investor's decision in the BCC contract on the establishment of an executive office;

c) A copy of the decision on appointment of the head of the executive office;

d) Copy of BCC contract.

5. Within 15 days from the date of receipt of the dossier specified in Clause 4 of this Article, the investment registration authority shall grant the operation registration certificate of the executive office to the foreign investor in the BCC contract. .

Article 50. Termination of operation of foreign investor's executive office in BCC contract

1. Within 07 working days from the date of issuance of the decision to terminate the operation of the executive office, the foreign investor shall send a notification dossier to the investment registration agency where the executive office is located.

2. Dossier of notification of termination of operation of the executive office includes:

a) Decide to terminate the operation of the executive office in case the executive office terminates its operation ahead of time;

b) List of creditors and paid debts;

c) List of employees, rights and interests of employees have been settled;

d) The tax authority's certification that the tax obligation has been fulfilled;

dd) The social insurance agency's certification that the social insurance obligation has been fulfilled;

e) Certificate of operation registration of the executive office;

g) A copy of the investment registration certificate;

h) Copy of 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 operation registration certificate of the executive office.

Chapter V

FOREIGN INVESTMENT ACTIVITIES

Section 1. GENERAL PROVISIONS

Article 51. Principles of outward investment activities

1. The State encourages outward investment in order to exploit, develop and expand the market; increase the ability to export goods and services and collect foreign currency; access to modern technology, improve governance capacity and supplement resources for socio-economic development of the country.

2. Investors conducting outward investment activities must comply with the provisions of this Law, other relevant provisions of law, and the laws of the investment-receiving country or territory (hereinafter referred to as: is the host country) and relevant international treaties; self-responsibility for the efficiency of overseas investment activities.

Article 52. Forms of outward investment

1. Investors conduct outward investment activities in the following forms:

a) Establish an economic organization in accordance with the law of the host country;

b) Investment in the form of a contract abroad;

c) Contribute capital, purchase shares or purchase capital contributions of an economic organization abroad to participate in the management of such economic organization;

d) Buying and selling securities and other valuable papers or investing through securities investment funds or other intermediary financial institutions in foreign countries;

dd) Other forms of investment in accordance with the law of the host country.

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

Article 53. Industries and trades banned from offshore investment

1. Lines and trades banned from business investment are specified in Article 6 of this Law and relevant international treaties.

2. Industries and trades with technologies and products banned from export according to the provisions of law on foreign trade management.

3. Lines and trades banned from investment and business in accordance with the law of the host country.

Article 54. Lines and trades with conditional outward investment

1. Lines and trades of conditional outward investment include:

a) Bank;

b) Insurance;

c) Securities;

d) Press, radio and television;

d) Real estate business.

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

Article 55. Sources of outward investment capital

1. Investors are responsible for contributing capital and mobilizing capital sources to carry out overseas investment activities.

2. Borrowing capital in foreign currency and transferring investment capital in foreign currency must comply with conditions and procedures prescribed by law on banks, credit institutions, and foreign exchange management.

3. Based on the objectives of monetary policy and foreign exchange management policy in each period, the State Bank of Vietnam shall stipulate that credit institutions and foreign bank branches in Vietnam provide loans to investors. capital in foreign currency as prescribed in Clause 2 of this Article to carry out outward investment activities.

Section 2. PROCEDURES FOR APPROVING THE INVESTMENT POLICY AND DECISION ON FOREIGN INVEST

Article 56. Competence to approve outward investment policies

1. The National Assembly approves the outward investment policy for the following investment projects:

a) Investment projects with outward investment capital of VND 20.000 billion or more;

b) Investment projects that require the application of special mechanisms and policies need to be decided by the National Assembly.

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

a) Investment projects in the fields of banking, insurance, securities, press, radio, television and telecommunications with outward investment capital of 400 billion VND or more;

b) Investment projects other than those specified at Point a of this Clause with outward investment capital of VND 800 billion or more.

3. Investment projects that do not fall into the cases specified in Clauses 1 and 2 of this Article are not subject to approval of outward investment policies.

Article 57. Dossiers, order and procedures for approval of outward investment policies of the National Assembly

1. The investor submits the dossier of the offshore investment project to the Ministry of Planning and Investment. Records include:

a) A written registration of outward investment;

b) Documents on the investor's legal status;

c) An investment project proposal includes the following principal contents: form, objectives, scale, and location of investment; preliminary determination of investment capital, capital mobilization plan, capital structure; project implementation progress, investment stages (if any); preliminary analysis of investment efficiency of the project;

d) Documents proving the investor's financial capacity, including at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; financial institution's commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the investor's financial capacity;

dd) Commitment to self-balancing foreign currency sources or written commitment to arrange foreign currency for investors of an authorized credit institution;

e) The document of the agency representing the owner approving the investor to conduct outward investment activities and the report on internal appraisal of the State enterprise's outward investment proposal as prescribed in Clause 1 of this Article. 59 Article 2 of this Law or the decision on outward investment as prescribed in Clause 59, Article XNUMX of this Law;

g) For offshore investment projects in the industries and trades specified in Clause 1, Article 54 of this Law, the investor shall submit a document from a competent state agency on the satisfaction of the outward investment conditions. abroad in accordance with relevant laws (if any).

2. Within 05 working days from the date of receipt of complete dossiers, the Ministry of Planning and Investment shall submit to the Prime Minister for decision the establishment of the State Appraisal Council.

3. Within 90 days from the date of establishment, the State Appraisal Council shall organize the appraisal and make an appraisal report to submit to the Government. The appraisal report includes the following contents:

a) Conditions for issuance of the Certificate of offshore investment registration are specified in Article 60 of this Law;

b) Legal status of the investor;

c) The necessity to conduct investment activities abroad;

d) The conformity of the investment project with the provisions of Clause 1, Article 51 of this Law;

dd) Form, scale, location and implementation schedule of investment projects, outward investment capital, capital sources;

e) Assess the level of risk in the host country.

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

5. Dossier of application for approval of outward investment policy includes:

a) The Government's report;

b) Dossier specified in Clause 1 of this Article;

c) Appraisal report of the State Appraisal Council;

d) Other relevant documents.

6. Contents of verification of the application for approval of the outward investment policy include:

a) The satisfaction of the criteria for determining investment projects falls under the competence of the National Assembly to approve investment policies;

b) The necessity to conduct investment activities abroad;

c) The conformity of the investment project with the provisions of Clause 1, Article 51 of this Law;

d) Form, scale, location and implementation schedule of investment projects, outward investment capital, capital sources;

dd) Assess the level of risk in the host country;

e) Mechanisms, special policies, incentives, investment support and conditions for application (if any).

7. The Government and relevant agencies, organizations and individuals are responsible for providing sufficient information and documents to serve the verification; explain issues related to the investment project's contents at the request of the agency in charge of verification of the National Assembly.

8. The National Assembly considers and passes a resolution on approval of outward investment policies, including the following contents:

a) The investor implements the project;

b) Target and location of investment;

c) Outward investment capital, outward investment capital;

d) Mechanisms, special policies, incentives, investment support and conditions for application (if any).

9. The Government shall detail the order and procedures for appraising offshore investment project dossiers by the State Appraisal Council.

Article 58. Dossier, order and procedures for approval of the Prime Minister's outward investment policy

1. Investment project dossiers comply with Clause 1, Article 57 of this Law.

2. Investors submit investment project dossiers to the Ministry of Planning and Investment. Within 03 working days from the date of receipt of a complete dossier, the Ministry of Planning and Investment shall send the dossier for appraisal opinions of relevant state agencies.

3. Within 15 days from the date of receipt of the dossier, the consulted agency shall give written appraisal opinions on the contents under its management.

4. Within 30 days from the day on which the application is received, the Ministry of Planning and Investment shall appraise it and make an appraisal report and submit it to the Prime Minister. The appraisal report includes the contents specified in Clause 3, Article 57 of this Law.

5. The Prime Minister shall consider and approve the policy of outward investment according to the contents specified in Clause 8, Article 57 of this Law.

Article 59. Outward investment decisions

1. The decision on outward investment of state enterprises shall comply with the provisions of law on management and use of state capital invested in production and business in enterprises and other provisions of law. related.

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. Investors and agencies that decide on outward investment specified in Clauses 1 and 2 of this Article are responsible for their decisions on outward investment.

Section 3. PROCEDURES FOR ISSUANCE, ADJUSTMENT AND TERMINATION OF FOREIGN INVESTMENT REGISTRATION CERTIFICATE

Article 60. Conditions for issuance of the Certificate of offshore investment registration

1. Outward investment activities must comply with the principles specified in Article 51 of this Law.

2. Not falling into sectors or trades banned from offshore investment specified in Article 53 of this Law and satisfying the conditions for outward investment for conditional outward investment industries and trades specified in Article 54 of this Law. This law.

3. The investor commits to arrange foreign currency by himself or commits to arrange foreign currency to carry out investment activities abroad at the door of an authorized credit institution.

4. Having a decision on outward investment as prescribed in Article 59 of this Law.

5. There is a document from the tax authority certifying the investor's fulfillment of the tax payment obligation. The time of certification by the tax authorities is not more than 03 months from the date of submission of investment project dossiers.

Article 61. Procedures for issuance of the Certificate of offshore investment registration

1. For investment projects subject to approval of outward investment policies, the Ministry of Planning and Investment shall issue the Certificate of offshore investment registration to the investor within 05 working days from the date of approval. from the date of receiving the written approval of investment policy and decision on outward investment as prescribed in Article 59 of this Law.

2. For investment projects other than those specified in Clause 1 of this Article, the investor shall submit an application for the Certificate of offshore investment registration to the Ministry of Planning and Investment. Records include:

a) A written registration of outward investment;

b) Documents on the investor's legal status;

c) To decide on outward investment as prescribed in Article 59 of this Law;

d) A written commitment to self-balancing foreign currency sources or a written commitment to arrange foreign currency for investors of an authorized credit institution as prescribed in Clause 3, Article 60 of this Law;

dd) For offshore investment projects in the industries and trades specified in Clause 1, Article 54 of this Law, the investor shall submit a written approval from a competent state agency that the investment conditions are satisfied. investment abroad in accordance with relevant laws (if any).

3. In case the capital amount in foreign currency transferred abroad is equivalent to VND 20 billion or more, the Ministry of Planning and Investment shall seek written opinions from 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 grant an offshore investment registration certificate; in case of refusal to issue an offshore investment registration certificate, it must notify the investor in writing and clearly state the reasons therefor.

5. The Government shall detail the order and procedures for appraising offshore investment projects; issue, adjust, and terminate the validity of the Certificate of offshore investment registration.

Article 62. Contents of offshore investment registration certificates

1. Investment project code.

2. Investor.

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

4. Investment objectives and locations.

5. Investment form, investment capital, source of investment capital, form of investment capital, progress of outward investment activities.

6. Rights and obligations of investors.

7. Investment incentives and support (if any).

Article 63. Amendment of the Certificate of offshore investment registration

1. Investors shall carry out procedures for adjusting the Certificate of offshore investment registration in the following cases:

a) Change of Vietnamese investor;

b) Change the form of investment;

c) Change in outward investment capital; investment capital sources, forms of investment capital;

d) Changing the location of investment activities for investment projects requiring an investment location;

dd) Changing the main objective of overseas investment activities;

e) Using profits from overseas investments as prescribed at Points a and b, Clause 1, Article 67 of this Law.

2. Investors must update on the National Investment Information System when there are changes to other contents than those specified in Clause 1 of this Article.

3. Dossier for adjustment of Certificate of offshore investment registration includes:

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

b) Documents on the investor's legal status;

c) Report on the operation of the investment project up to the time of submission of the application for adjustment of the Certificate of offshore investment registration;

d) Decide to adjust outward investment activities according to the provisions of Article 59 of this Law or the documents specified at Point e, Clause 1, Article 57 of this Law;

dd) A copy of the certificate of outward investment registration;

e) The tax authority's document certifying the investor's fulfillment of tax payment obligation in case of adjustment to increase in offshore investment capital. The time of certification by the tax authority is not more than 03 months from the date of filing.

4. The Ministry of Planning and Investment shall amend the Certificate of offshore investment registration within 15 days from the date of receipt of the dossier specified in Clause 3 of this Article.

5. With regard to investment projects under which the outward investment policy is currently approved, when adjusting the contents specified in Clause 1 of this Article and Clause 8, Article 57 of this Law, the Ministry of Planning and Investment shall implement carry out the procedures for approving the adjustment of outward investment policies before adjusting the certificate of outward investment registration.

6. In case the application for adjustment of the Certificate of outward investment registration results in an investment project subject to approval of the outward investment policy, the procedures for approving the outward investment policy must be carried out. before adjusting the Certificate of Overseas Investment Registration.

7. The agency or person competent to approve the outward investment policy shall have the authority to approve the adjustment of the outward investment policy. Agencies and persons competent to decide on outward investment are competent to decide to adjust the contents of the decision on outward investment.

8. If the request for adjustment of an investment project results in the investment project falling under the authority of a higher authority to approve the outward investment policy, that level shall have the authority to approve the adjustment of the outward investment policy. outside.

Article 64. Termination of the certificate of outward investment registration

1. The certificate of outward investment registration shall cease to be effective in the following cases:

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

b) The operation term of the investment project expires in accordance with the law of the host country;

c) According to the conditions for termination of operation specified in the contract, the enterprise's charter;

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

dd) After 24 months from the date of issuance of the Certificate of offshore investment registration, the investor fails to implement or is unable to execute the investment project according to the schedule registered with the management agency. state and do not carry out procedures to adjust the progress of investment projects;

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

g) According to court judgments, decisions, arbitral awards.

2. The investor is responsible for carrying out the procedures for terminating the operation of the overseas investment project in accordance with the law of the host country and carrying out the procedures for the termination of the registration certificate. invest abroad.

3. The Ministry of Planning and Investment shall terminate the validity of the outward investment registration certificate.

Section 4. IMPLEMENTATION OF FOREIGN INVESTMENT ACTIVITIES

Article 65. Opening of offshore investment capital accounts

1. An investor opens an offshore investment capital account at an authorized credit institution in Vietnam in accordance with the law on foreign exchange management.

2. All money transfer transactions from Vietnam to abroad and from abroad to Vietnam related to offshore investment activities must be done through the investment capital account specified in Clause 1 of this Article in accordance with regulations. of the law on foreign exchange management.

Article 66. Transfer of investment capital abroad

1. An investor may remit investment capital abroad to carry out investment activities when the following conditions are satisfied:

a) Has been granted an offshore investment registration certificate, except for the case specified in Clause 3 of this Article;

b) Investment activities have been approved or licensed by the competent authority of the host country. Where the law of the host country does not provide for investment licensing or investment approval, the investor must have documents proving the right to invest in the host country;

c) Having a capital account as prescribed in Article 65 of this Law.

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

3. Investors are allowed to transfer foreign currency or goods, machinery and equipment abroad to serve survey, research, market exploration and other investment preparation activities according to regulations. government.

Article 67. Use of profits abroad

1. Investors may retain profits earned from overseas investments for re-investment in the following cases:

a) Continue to contribute capital for investment abroad in case the registered capital has not yet been fully contributed;

b) Increase in outward investment capital;

c) Implementation of new investment projects abroad.

2. The investor shall carry out the procedures for adjusting the Certificate of offshore investment registration according to the provisions of Article 63 of this Law for the cases specified at Points a and b, Clause 1 of this Article; carry out the procedures for issuance of the Certificate of offshore investment registration as prescribed in Article 61 of this Law for the case specified at Point c, Clause 1 of this Article.

Article 68. Repatriation of profits

1. Except for the case of withholding profits as prescribed in Article 67 of this Law, within 06 months from the date of having the tax finalization report or equivalent legal document as prescribed by the laws of the country. Upon receiving the investment, the investor must transfer all profits earned and other incomes from overseas investment to Vietnam.

2. If within the time limit specified in Clause 1 of this Article, if profits and other incomes are not transferred to Vietnam, the investor must notify in writing the Ministry of Planning and Investment and the State Bank of Vietnam in advance. Male. The time limit for repatriation of profits shall not exceed 12 months from the expiration of the time limit specified in Clause 1 of this Article.

3. Past the time limit specified in Clause 1 of this Article but the profit has not been repatriated and not notified, or the time limit has been extended as prescribed in Clause 2 of this Article, but the investor has not yet remitted the profit back to Vietnam. water shall be handled according to the provisions of law.

Chapter VI

STATE MANAGEMENT OF INVESTMENT

Article 69. Responsibilities for state management of investment

1. The Government performs the unified state management of investment in Vietnam and investment from Vietnam to abroad.

2. The Ministry of Planning and Investment shall assist the Government in performing unified state management of investment in Vietnam and investment from Vietnam to abroad and have the following duties and powers:

a) Submitting to the Government and Prime Minister for approval strategies, plans and policies on investment in Vietnam and investment from Vietnam to abroad;

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

c) Issuing the form to carry out investment procedures in Vietnam and investment from Vietnam to abroad;

d) Guide, disseminate, organize the implementation, monitor, examine and evaluate the implementation of legal documents on investment;

dd) Develop and submit to competent authorities for promulgation a mechanism for resolving investor problems and preventing disputes between the State and investors;

e) Summarize, evaluate and report on investment situation in Vietnam and investment from Vietnam to abroad;

g) Building, managing and operating the National Investment Information System, the national investment database;

h) Issuing, adjusting and terminating the validity of the Certificate of offshore investment registration;

i) State management of industrial parks, export processing zones and economic zones;

k) State management of investment promotion and coordination of investment promotion activities in Vietnam and abroad;

l) Inspect, inspect, supervise and evaluate investment activities, manage and coordinate the management of investment activities according to their competence;

m) Negotiate and sign international treaties related to investment according to its competence;

n) Other tasks and powers regarding state management of investment as assigned by the Government and the Prime Minister.

3. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, have to coordinate with the Ministry of Planning and Investment in performing the task of state management of investment in Vietnam and investment. from Vietnam to abroad, including:

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

b) To assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, elaborating and promulgating laws, policies, standards, technical regulations and implementation guidelines;

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

d) To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment in, formulating master plans, plans and lists of projects attracting investment capital of the sector; organize specialized investment mobilization and promotion;

dd) Participate in the appraisal of investment projects in the case of approval of investment policies according to the provisions of this Law and take responsibility for the appraisal contents within their functions and tasks;

e) Supervising, evaluating and inspecting the satisfaction of investment conditions and state management of investment projects within its competence;

g) To assume the prime responsibility for, and coordinate with provincial-level People's Committees and ministries and ministerial-level agencies in, in solving difficulties and problems of investment projects in the field of state management; guide the decentralization and authorize the Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones to perform state management tasks in industrial parks, export processing zones and hi-tech parks, economic sector;

h) Periodically evaluate the socio-economic efficiency of investment projects under state management and send them to the Ministry of Planning and Investment;

i) Provide relevant information to build a national database on investment; maintain and update the investment management information system for the assigned field and integrate it into the National Investment Information System.

4. Provincial-level People's Committees and investment registration agencies, within the ambit of their tasks and powers, are responsible for performing the task of state management of investment activities in Vietnam and investment from Vietnam to go abroad, including:

a) Cooperate with ministries and ministerial-level agencies in making and publicizing the list of projects attracting investment in their localities;

b) To assume the prime responsibility for or participate in the appraisal of investment projects in the case of approval of investment policies according to the provisions of this Law and take responsibility for the appraisal contents within their functions and tasks; assume the prime responsibility for carrying out the procedures for granting, adjusting and revoking the Investment Registration Certificate;

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

d) To settle according to its competence or submit to competent authorities for settlement of difficulties and problems of investors;

dd) Periodically evaluate the effectiveness of investment activities in the area and report to the Ministry of Planning and Investment;

e) Provide relevant information to build the national database on investment; maintain and update the National Investment Information System;

g) Direct the organization, supervision and evaluation of the implementation of the investment reporting regime.

5. Overseas Vietnamese representative missions shall monitor and support investment activities and protect the legitimate rights and interests of Vietnamese investors in the host country.

Article 70. Investment supervision and assessment

1. Investment supervision and evaluation activities include:

a) Supervising and evaluating investment projects;

b) Monitoring and evaluating the overall investment.

2. Investment supervision and assessment responsibilities include:

a) The state management agency in charge of investment, the specialized state management agency shall supervise and evaluate the overall investment and supervise and evaluate investment projects under its management;

b) The investment registration agency supervises and evaluates investment projects under the authority to grant investment registration certificates.

3. Contents of supervision and evaluation of investment projects include:

a) With regard to investment projects using state capital for business investment, state management agencies in charge of investment and specialized state management agencies shall supervise and evaluate investment projects according to the provisions of law. content and criteria approved in the investment decision;

b) For investment projects using other capital sources, the state management agency in charge of investment and specialized state management agencies shall supervise and evaluate the objectives and suitability of the investment project. with the planning and investment policy approved by the competent authority, the implementation schedule, the fulfillment of requirements on environmental protection, technology, land use and other natural resources as prescribed by law. the law;

c) The investment registration authority shall supervise and evaluate the contents specified in the investment registration certificate and the written approval of investment policies.

4. Contents of overall investment supervision and assessment include:

a) The promulgation of legal documents detailing and guiding the implementation; the implementation of the provisions of the law on investment;

b) Implementation status of investment projects;

c) Evaluation of investment performance results of the whole country, ministries, ministerial-level agencies and localities, investment projects according to decentralization;

d) Proposing the same-level state management agency and superior investment state management agency on investment evaluation results and measures to handle problems and violations of the investment law.

5. Agencies or organizations conducting the assessment shall conduct the assessment themselves or hire experts or consulting organizations that are fully qualified and capable to conduct the investment evaluation.

6. The Government shall detail this Article.

Article 71. National investment information system

1. The national investment information system includes:

a) National information system on domestic investment;

b) National information system on foreign investment in Vietnam;

c) The national information system on Vietnam's investment abroad;

d) National information system on investment promotion;

dd) National information system on industrial parks and economic zones.

2. The Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with relevant agencies in, building and operating the National Investment Information System; building a national database on investment; evaluate the operation of the system of state management agencies in charge of investment at central and local levels.

3. State management agencies in charge of investment and investors are responsible for fully, timely and accurately updating relevant information into the National Investment Information System.

4. Information on investment projects stored in the National Investment Information System is legally valid as original information on investment projects.

Article 72. Reporting regime on investment activities in Vietnam

1. Objects of reporting regime include:

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

b) Investment registration agency;

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

2. Periodic reporting mode is implemented as follows:

a) Quarterly and annually, the investor and economic organization implementing the investment project shall report to the investment registration agency and statistical office in the locality on the implementation of the investment project, including: the following contents: implemented investment capital, business investment results, information on labor, payment to the state budget, investment in research and development, environmental treatment and protection, and other indicators. specialized criteria according to the field of activity;

b) Quarterly and annually, the investment registration authority shall report to the Ministry of Planning and Investment and the People's Committee of the province on the status of receipt, grant, adjustment and revocation of the Investment Registration Certificate. operation status of investment projects under its management;

c) Quarterly and annually, the provincial People's Committees shall summarize and report to the Ministry of Planning and Investment on the investment situation in the locality;

d) Quarterly and annually, Ministries and ministerial-level agencies shall report on the issue, adjustment and revocation of the Investment Registration Certificate or other equivalent legal papers under their management. management (if any); report on investment activities related to the management scope of the sector and send it to the Ministry of Planning and Investment for summarizing and reporting to the Prime Minister;

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

3. Agencies, investors and economic organizations shall report in writing and through the National Investment Information System.

4. 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 the issuance of an Investment Registration Certificate, the investor shall report to the investment registration agency before implementing the investment project.

Article 73. Reporting regime on overseas investment activities

1. Agencies, organizations and individuals that implement the reporting regime include:

a) Ministries and ministerial-level agencies have the task of managing outward investment activities in accordance with law, state capital representative agencies at enterprises;

b) The investor implements an offshore investment project in accordance with this Law.

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

a) Annually, to report on the management of outward investment activities according to its functions and tasks, to send it to the Ministry of Planning and Investment to summarize and report to the Prime Minister;

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

3. The investor's reporting regime is implemented as follows:

a) Within 60 days from the date the investment project is approved or licensed in accordance with the law of the host country, the investor must send a written notice of the implementation of investment activities. overseas, together with a copy of the written approval of the investment project or the document proving the right to invest in the host country to the Ministry of Planning and Investment, the State Bank of Vietnam, the representative agency Vietnam in the host country;

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

c) Within 06 months from the date of the tax finalization report or document of equivalent legal validity as prescribed by the law of the host country, the investor shall report on the operation of the project. investment together with financial statements, tax finalization reports or documents of equivalent legal validity as prescribed by the law of the host country to be sent to the Ministry of Planning and Investment, the State Bank of Vietnam, The Ministry of Finance, the Vietnamese representative mission in the host country and the competent state management agency in accordance with this Law and other relevant laws;

d) For outward investment projects using state capital, in addition to the reporting regime specified at Points a, b and c of this Clause, the investor must comply with the regime of investment reporting. investment in accordance with the law on management and use of state capital invested in production and business in enterprises.

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

5. Agencies and investors specified in Clause 1 of this Article shall make ad hoc reports at the request of competent state agencies when there are requests related to state management or development issues. related to an investment project.

Article 74. Investment promotion activities

1. The Government shall direct the formulation and implementation of policies and investment promotion orientations in order to promote and facilitate investment activities by sectors, regions and partners in accordance with strategies, master plans, and plans. socio-economic development plans and objectives in each period; ensure the implementation of investment promotion programs and activities of inter-regional and inter-sectoral nature, associated with trade promotion and tourism promotion.

2. The Ministry of Planning and Investment develops and organizes the implementation of national investment promotion plans and programs; coordinate inter-regional and inter-provincial investment promotion activities; monitor, supervise and evaluate the effectiveness of investment promotion in the whole country.

3. Ministries, ministerial-level agencies and provincial-level People's Committees, within the ambit of their tasks and powers, shall formulate and organize the implementation of investment promotion plans and programs in fields and geographical areas. under its management in accordance with the strategy, master plan, socio-economic development plan and the National Investment Promotion Program.

4. Funds for formulation and 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

TERMS ENFORCEMENT

Article 75. Amendment and supplementation of a number of articles of the laws related to business investment

1. Amending and supplementing a number of articles of the Law on Housing No. 65/2014/QH13 which has been amended and supplemented with a number of articles under Law No. 40/2019/QH14 as follows:

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

"2. Having escrow capital or a bank guarantee on escrow obligations to perform for each project in accordance with the provisions of the law on investment.”;

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

“c) Approving investors in accordance with the Law on Investment. In case there are many approved investors, the investor shall be determined according to the provisions of the Construction Law.

The Government shall detail this point.”;

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

"first. Having the lawful right to use residential land and other types of land permitted by a competent state agency to change the land use purpose to residential land.”;

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

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

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

“7. Organizing professional training and retraining in housing development and management; stipulating the issuance of certificates of completion of training courses on condominium operation management; regulate and recognize the classification of apartment buildings.”;

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

2. Amending and supplementing a number of articles of the Law on Real Estate Business No. 66/2014/QH13 as follows:

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

"first. Organizations and individuals dealing in real estate must establish enterprises or cooperatives (hereinafter referred to as enterprises), except for the case specified in Clause 1 of this Article.”;

b) To amend and supplement Article 50 as follows:

“Article 50. Authority to permit the transfer of all or part of a real estate project

1. For a real estate project that is approved by the investor or granted an Investment Registration Certificate in accordance with the Law on Investment, the authority and procedures for transferring the whole or a part of the project shall comply with the provisions of the Law on Investment. provisions of the Investment Law.

2. For real estate projects other than those specified in Clause 1 of this Article, the authority to permit the transfer of all or part of the real estate project shall be as follows:

a) The People's Committee of the province or city under central authority (hereinafter referred to as the People's Committee of the province) shall decide to permit the transfer of the whole or part of a real estate project to the project approved by the People's Committee of the province. provincial people decide the investment;

b) The Prime Minister shall decide to permit the transfer of all or part of a real estate project, for a project in which the investment is decided by the Prime Minister.”;

c) Add the opening paragraph before Clause 1, Article 51 as follows:

“The procedure for transferring the whole or part of a real estate project specified in Clause 2, Article 50 of this Law is as follows:”.

3. Amending and supplementing a number of points of Clause 2, Article 25 of the Law on Environmental Protection No. 55/2014/QH13, which has been amended and supplemented with a number of articles under Law No. 35/2018/QH14 and Law No. 39/ 2019/QH14 as follows:

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

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

For public investment projects, the competent authorities shall base themselves on the preliminary environmental impact assessment to decide on investment policies; the basis for environmental impact assessment to decide on investment in the subjects specified in Article 18 of this Law. The Government shall detail the objects and contents of the preliminary environmental impact assessment;”;

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

“dd) For projects that are not subject to the provisions of Points a, b, c and d of this Clause, the competent authorities shall base themselves on the preliminary environmental impact assessment to issue the Investment Registration Certificate. except for the case of granting the Investment Registration Certificate at the request of the investor; Investors are only allowed to implement the project after the environmental impact assessment report is approved.”.

4. Amending and supplementing a number of articles of the Law on Corporate Income Tax No. 14/2008/QH12 which has been amended and supplemented with a number of articles under Law No. 32/2013/QH13 and Law No. 71/2014/QH13 as follows: after:

a) 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 a preferential tax rate reduced by not more than 50% compared to the preferential tax rate specified in Clause 1 of this Article; the time for application of the preferential tax rate shall not exceed 1,5 times of the time of application of the preferential tax rate specified in Clause 1 of this Article and may be extended for no more than 15 years and shall not exceed the duration of the first project. private.";

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 a maximum of 06 years and a 50% reduction of payable tax for a maximum of 13 consecutive years. follow.";

5. Amending and supplementing a number of articles of the Law on Cinema No. 62/2006/QH11 which has been amended and supplemented with a number of articles under Law No. 31/2009/QH12 and Law No. 35/2018/QH14 as follows:

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

b) Remove the number “14” and the sign “,” right after the number “14” in Article 55.

6. To annul Article 10 and Point a, Clause 2, Article 43 of the Law on Urban Planning No. 30/2009/QH12, which has been amended and supplemented with a number of articles under Law No. 77/2015/QH13, Law No. 35/2018/ QH14 and Law No. 40/2019/QH14.

Article 76. Terms enforcement

1. This Law takes effect from January 01, 01, except for the provisions in Clause 2021 of this Article.

2. The provisions of Clause 3, Article 75 of this Law take effect from September 01, 9.

3. Law on Investment No. 67/2014/QH14 has been amended and supplemented with a number of articles according to 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 expire from the effective date of this Law, except for Article 75 of the Law on Investment No. 67/2014/QH14.

4. Individuals who are Vietnamese citizens may use personal identification numbers instead of copies of the people's identity cards, citizen identification cards, passports and other personal identification papers when carrying out procedures. administrative regulations specified in the Law on Investment and the Law on Enterprises in case the national database on population is connected to the national database on investment registration and business registration.

5. In case the legal document refers to the regulations on the decision on approval of the project or the decision on investment policies according to the provisions of the Law on Investment, the regulations on the approval of the investment policy according to the provisions of the Law on Investment shall apply. provisions of this Law.

Article 77. Transitional provisions

1. Investors who have been granted investment licenses, investment incentive certificates, investment certificates or investment registration certificates before the effective date of this Law may execute investment projects according to the issued Investment License, Investment Incentive Certificate, Investment Certificate, Investment Registration Certificate.

2. Investors are not required to carry out the procedures for approval of investment policies as prescribed in this Law for investment projects in one of the following cases:

a) The investor receives investment policy decision, investment policy approval by a competent state agency, or investment approval in accordance with the law on investment, housing, urban areas and construction before the date of approval. This Law comes into force;

b) The investment project is not subject to approval of investment policy, decision on investment policy, investment approval or issuance of an investment registration certificate according to the provisions of the law on investment, housing and urban areas. market, construction and investors have implemented investment projects according to the provisions of law before the effective date of this Law;

c) The investor has won the investor selection tender, won the land use right auction before the effective date of this Law;

d) The project is granted an Investment Incentive Certificate, an Investment License, an Investment Certificate or an Investment Registration Certificate before the effective date of this Law.

3. In case an investment project is adjusted as prescribed in Clause 2 of this Article and the adjustment content is subject to approval of investment policies as prescribed in this Law, the procedures for approval of investment policy or adjustment of investment policy must be carried out. adjust the investment policy in accordance with the provisions of this Law.

4. Investment projects that have been implemented or approved or permitted to be implemented in accordance with law before July 01, 7 but are eligible to secure the implementation of investment projects under the provisions of this Law are not deposit or provide a bank guarantee for the escrow obligation. In case the investor adjusts the objectives and implementation progress of an investment project or changes the land use purpose after this Law takes effect, a deposit must be made or a bank guarantee is required for the escrow obligation. in accordance with the provisions of this Law.

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

6. Foreign-invested economic organizations that are entitled to more favorable market access conditions than those specified in the List promulgated under Article 9 of this Law may continue to apply these conditions. as specified in the issued Investment Registration Certificate.

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

8. Where the law stipulates that the composition of the dossier for implementation of administrative procedures must have an investment registration certificate, a written approval of investment policies, but the investment project is not eligible for issuance of a certificate. For investment registration and approval of investment policies in accordance with this Law, the investor is not required to submit the Investment Registration Certificate or the written approval of the investment policy.

9. For localities facing difficulties in allocating land fund for housing development, service works and public utilities for employees working in industrial parks, competent state agencies may adjust regulations industrial park construction plan (for industrial parks established before July 01, 7) to reserve a part of land area for development of housing, service facilities and public utilities for employees in the industrial zone.

The land area for development of houses, service facilities and public utilities for employees working in the industrial park after adjustment of the planning must be outside the geographical boundaries of the industrial park and ensure environmental safety distance as prescribed by the law on construction and other relevant laws.

10. The transition for outward investment activities shall comply with the following provisions:

a) The regulations on the operation duration of offshore investment projects in the offshore investment licenses and certificates, which were issued before July 01, 7, are no longer valid;

b) The investor is granted an outward investment license, certificate, and outward investment registration certificate to conduct outward investment in a conditional outward investment industry or trade in accordance with the provisions of this Decree. The provisions of this Law may continue to be implemented according to the issued licenses, certificates of outward investment, and certificates of outward investment registration.

11. Since the effective date of this Law, valid dossiers have been received and the settlement has expired but the results have not been returned in accordance with the provisions of the amended Investment Law No. 67/2014/QH13. supplementing a number of articles under 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 application will continue to be Investment Law No. 67/2014/QH13 has been amended and supplemented with a number of articles under 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.

12. The Government shall detail this Article.

This Law was passed on June 9, 17 by the National Assembly of the Socialist Republic of Vietnam, term XIV, 6th session.

PRESIDENT OF CONGRESS

Nguyen Thi Kim Ngan

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