Luật Đầu tư nước ngoài tại Việt Nam 1996 52-L/CTN
THE
STANDING COMMITTEE OF NATIONAL ASSEMBLY
——–
SOCIALIST
REPUBLIC OF VIET NAM
Independence – Freedom – Happiness
——-
No. 52-L/CTN
Hanoi ,Novermber
12,1996
THE LAW
ON FOREIGN INVESTMENT IN VIETNAM
In order to expand economic cooperation with
foreign countries, serve the cause of industrialization and modernization and
develop the national economy on the basis of the efficient exploitation and
utilization of the resources of the country;
Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam;
This Law provides for foreign direct investment in the Socialist Republic of
Vietnam,
Chapter I
GENERAL PROVISIONS
Article 1.- The State of
the Socialist Republic of Vietnam encourages foreign investors to invest in
Vietnam on the basis of respect for the independence, sovereignty of Vietnam,
observance of Vietnamese laws, equality and mutual benefits.
The State of the Socialist Republic of Vietnam
guarantees the ownership of the investment capital and other legitimate
interests of foreign investors; provide favorable conditions and simple and
expeditious procedures for foreign investors in Vietnam.
Article 2.- The
following terms in this Law shall be construed as follows:
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
2. “Foreign investor” means a foreign
economic organization or a foreign individual investing in Vietnam.
3. “Foreign party” means a party
consisting of one or more foreign investors.
4. “Vietnamese party” means a party
consisting of one or more Vietnamese enterprises from all economic sectors.
5. “The two parties” means the
Vietnamese party and the foreign party.
“Multi-party” means the Vietnamese
party and more than one foreign party or the foreign party and more than one
Vietnamese party or more than one Vietnamese party and more than one foreign
party.
6. “Enterprises with foreign invested capital”
are joint venture enterprises and enterprises with 100% foreign invested
capital.
7. A “joint venture enterprise” means
an enterprise established in Vietnam through the cooperation between two or
more parties under a joint venture contract or an agreement signed by the
Government of the Socialist Republic of Vietnam and a foreign Government or
between an enterprise with foreign invested capital and a Vietnamese enterprise
or between a joint venture enterprise and a foreign investor under a joint venture
contract.
8. “Enterprises with 100% foreign invested
capital” means an enterprise the capital of which is 100% invested in
Vietnam by a foreign investor.
9. “Business cooperation contract”
means a document signed by two or more parties for carrying out investment
activities without establishing a legal person.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
11. “Build-Operate-Transfer contract”
means a document signed by a competent State agency of Vietnam and a foreign
investor for the construction and operation of an infrastructure project within
a certain period of time; upon the expiry of the period, the foreign investor shall
transfer, without indemnification, the project to the State of Vietnam.
12. “Build-Transfer-Operate contract”
means a document signed by a competent State agency of Vietnam and a foreign
investor for the construction of an infrastructure project; upon the completion
of the after construction the foreign investor shall transfer the project to
the State of Vietnam. The Government of Vietnam shall give the investor the
right to operate the project within a certain period of time so as to retrieve
his/her invested capital and earn reasonable profits.
13. “Build-Transfer contract” is a
document signed by a competent State agency of Vietnam and a foreign investor
for the construction of an infrastructure project; upon the completion of the
construction, the foreign investor shall transfer the project to the State of
Vietnam. The Government of Vietnam shall provide conditions for the foreign
investor to carry out another project so as to retrieve his/her invested
capital and earn reasonable profits.
14. “Export Processing Zone” is an
industrial zone having delimited geographical boundaries, established by or
under the permission of the Government, specializing in the production of goods
for export and in the provision of services for the production of export goods
and export activities.
15. “Export Processing Enterprise” is
an enterprise established by the Government and operating under the
Government’s stipulations on export processing enterprises, specializing in the
production of export goods, in the provision of services for the production of
export goods and export activities.
16. “Industrial Zone” is a zone having
delimited geographical boundaries, established by or under the permission of
the Government, specializing in the production of industrial goods and in the
provision of services for industrial production.
17. “Industrial Zone Enterprise” is an
enterprise established and operating within an Industrial Zone.
18. “Invested capital” means the
capital for carrying out an investment project, including the prescribed
capital and borrowed capital.
19. The “Prescribed capital” of an
enterprise with foreign invested capital is the amount of capital required for
establishing the enterprise as stated in the enterprise�s Statute.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
21. “Reinvestment” means the use of
profits and other legitimate earnings from investment activities in Vietnam to invest
in an on-going or new project in Vietnam in the investment forms prescribed in
this Law.
Article 3.- Foreign
investors may invest in Vietnam in any sector of the national economy.
The State of Vietnam shall encourage foreign
investors to invest in the following domains and geographical areas:
1. Domains:
a/ The production of goods for export;
b/ The raising, planting and processing of
agricultural, forestry and aquatic products;
c/ The use of hi-tech and state-of-the-art
technologies, protection of the ecological environment, investment in research
and development;
d/ Intensive labor employment, processing of raw
materials and efficient utilization of natural resources in Vietnam;
e/ Constructing infrastructure projects and
important industrial production establishments.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
a/ Mountainous, deep-lying and remote areas;
b/ Areas with difficult socio-economic
conditions.
The State of Vietnam shall not permit foreign
investment in such domains and geographical areas that may damage national
defense and security, the historical and cultural relics, the fine traditions
and customs, the environment and ecology.
Basing itself on the development planning and
orientations for each period, the Government shall define the geographical
areas where investment is encouraged, promulgate a list of projects in which
investment is or is specially encouraged, a list of domains of conditional
investment and a list of domains in which foreign investment is not permitted.
Private Vietnamese economic organizations shall
be allowed to enter into investment cooperation with foreign investors in the
domains and under the conditions stipulated by the Government.
Chapter II
FORMS OF INVESTMENT
Article 4.- Foreign
investors may invest in Vietnam in the following forms:
1. Business cooperation under a business
cooperation contract;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
3. Enterprises with 100% foreign invested
capital.
Article 5.- Two or more
parties may enter into business cooperation under a business cooperation
contract such as profit-sharing or product-sharing production cooperation and
other business cooperation forms.
The objects, contents and duration of business,
the interests, obligations and responsibilities of each party and the
relationships between the parties shall be agreed upon by the parties and
written in the business cooperation contract.
Article 6.- Two or more
parties may cooperate to establish in Vietnam a joint venture enterprise under
a joint venture contract.
A joint venture enterprise may cooperate with a
foreign investor or a Vietnamese enterprise to establish a new joint venture in
Vietnam.
A joint venture enterprise shall be established
in the form of a limited liability company with the legal person status as
prescribed by Vietnamese law.
Article 7.-
1. The foreign party to a
joint venture enterprise may make its contributions to the prescribed capital
in:
a/ Foreign currency and/or Vietnamese currency
originating from the investment in Vietnam;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
c/ The value of the industrial property right,
technical know-how, technological processes, technical services.
2. The Vietnamese party to a joint venture
enterprise may make its contribution to the prescribed capital in:
a/ Vietnamese currency and/or foreign currency;
b/ The value of the land-use right in accordance
with the land legislation;
c/ The national resources, the value of the
right to use water or sea surface as prescribed by law;
d/ Equipment, machinery, workshops or other
constructions;
e/ The value of the industrial property right,
technical secrets, technological processes, technical services.
3. The capital contribution by the parties in
forms other than those defined in Item 1 and Item 2 of this Article must be
approved by the Government.
Article 8.- The capital
contributed by the foreign party(ies) to the prescribed capital of a joint
venture enterprise shall not be limited as to its maximum as mutually agreed
upon by the parties but must be not less than 30% of the prescribed capital,
except for cases stipulated by the Government.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
With regard to an important economic establishment
as decided by the Government, the parties shall agree to gradually increase the
proportion of the Vietnamese party�s
contribution to the prescribed capital of the joint venture enterprise.
Article 9.- The value of
the capital contributed by each party to a joint venture enterprise shall be
determined according to market price at the moment the capital contribution is
made. The capital contribution schedule shall be, as agreed upon by the
parties, written in the joint venture contract and approved by an agency
performing State management over foreign investment.
The value of equipment and machinery used for
capital contribution must be certified by an independent evaluation body.
The parties involved shall be accountable for
the authenticity and accuracy of their capital contribution value. In case of
necessity, the agency performing the State management over foreign investment
shall be entitled to nominate an evaluation body to reinspect the capital
contribution values of the parties.
Article 10.- The parties
shall share the profits and bear the risks associated with the joint venture
enterprise in proportion to their respective capital contributions, unless
otherwise agreed upon by the parties in the joint venture contract.
Article 11.- The Board
of Management shall be the leading body of a joint venture enterprise
consisting of representatives of the parties to the joint venture enterprise.
Each party shall appoint its representatives to
the Board of Management in proportion to its contribution to the prescribed
capital of the joint venture enterprise.
With regard to a two-party joint venture each
shall party have at least two members on the Board of Management.
With regard to a multi-party joint venture, each
party shall have at least one member on the Board of Management.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
In the Board of Management of a joint venture
enterprise established between a joint venture enterprise operating in Vietnam
and a foreign investor or a Vietnamese enterprise, the operating joint venture
enterprise shall have at least two members, at least one of whom shall be from
the Vietnamese party.
Article 12.- The
Chairman of the Board of Management of a joint venture enterprise shall be
appointed by common agreement between the involved parties. The Chairman of the
Board of Management shall be responsible for convening and presiding over the
meetings of the Board of Management and supervising the implementation of its
resolutions.
The General Director and Deputy General
Directors shall be appointed and dismissed by the Board of Management and take
responsibility before the Board of Management and before Vietnam�s law for the management and
direction of the enterprise�s
activities.
Either the General Director or the first Deputy
General Director shall be a Vietnamese citizen.
The tasks and powers of the Chairman of the
Board of Management, the General Director and Deputy General Directors shall be
written in the enterprise’s Statute.
Article 13.- The
regular meetings of the Board of Management shall be decided by itself. The
Board of Management may convene extraordinary meetings at the proposal of the
Chairman of the Board of Management or two-thirds of its members or the General
Director or the first Deputy General Director. The meetings of the Board of
Management shall be convened by its Chairman.
A meeting of the Board of Management must be
attended by at least two thirds of its members representing the parties to the
joint venture.
Article 14.-
1. All the most important
issues concerning the organization and operation of a joint venture enterprise
including the appointment and dismissal of the General Director, the first
Deputy General Director and the Chief Accountant; the amendment and supplement
to the enterprise�s Statute; the approval of the annual financial
statements of revenues and expenditures and spending accounts of the
constructions; the borrowing of investment capital shall be decided by the
Board of Management on the principle of consensus among the Board’s members
present at the meeting.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
2. For issues not defined in Item 1 of this
Article, the Board of Management shall decide on the principle of majority vote
by the Board�s members
present at the meeting.
Article 15.- The
foreign investors may establish in Vietnam enterprises with 100% foreign
invested capital.
An enterprise with 100% foreign invested capital
shall be established in the form of a limited liability company with the legal
person status in accordance with Vietnamese law.
An enterprise with 100% foreign invested capital
may cooperate with a Vietnamese enterprise to establish a joint venture
enterprise.
With regard to important economic enterprises as
decided by the Government, Vietnamese enterprises may, on the basis of
agreement with the owners of such enterprises, purchase part of their capital
to form a joint venture enterprise.
Article 16.- The
prescribed capital of an enterprise with foreign invested capital must be equal
to at least 30% of its invested capital. In special cases, this percentage may
be less than 30% but it must be approved by an agency performing State
management over foreign investment.
During the course of its operation, an
enterprise with foreign invested capital must not reduce its prescribed
capital.
Article 17.- The
operational duration of an enterprise with foreign invested capital and the
term of a business cooperation contract shall be written in the Investment
License for each project as stipulated by the Government but shall not exceed
50 years.
Basing itself on the provisions of the Standing
Committee of the National Assembly, the Government shall decide a longer
duration for each project but the maximum duration shall not exceed 70 years.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Vietnamese enterprises of all economic sectors
may cooperate with foreign investors to invest in Industrial Zones and Export
Processing Zones in the forms defined in Point 1, Point 2, Article 4 of this
Law or may establish enterprises with 100% of capital owned by themselves.
The relations of goods exchange between the
enterprises in Vietnamese market and the export processing enterprises shall be
regarded as export-import relations and must comply with import-export
legislation. The export processing enterprises may purchase materials, supplies
and goods from the local market and bring them into the Export Processing Zone
according to simple and convenient procedures stipulated by the Government.
The Government shall issue specific regulations
on the Industrial Zones and Export Processing Zones.
Article 19.- A foreign
investor who is to invest in constructing an infrastructure project(s) may sign
with a competent State agency of Vietnam a Build-Operate-Transfer contract, a
Build-Transfer-Operate contract or a Build-Transfer contract. The foreign
investor shall be entitled to enjoy the benefits and perform the obligations
defined in the contract.
The Government shall detail the investment under
Build-Operate-Transfer, Build-Transfer-Operate and Build-Transfer contracts.
Chapter III
INVESTMENT GUARANTEE
MEASURES
Article 20.- The State
of the Socialist Republic of Vietnam shall guarantee fair and satisfactory
treatment to foreign investors investing in Vietnam.
Article 21.- Throughout
the process of their investment in Vietnam, the foreign investors� lawful
capital and other assets shall not be expropriated or requisitioned by means of
administrative measures, and the enterprises with foreign invested capital
shall not be nationalized.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
In cases where a change in the provisions of
Vietnamese law causes damage to the interests of licensed enterprises with
foreign invested capital and the parties to licensed business cooperations, the
State shall take appropriate measures with respect to the interests of
investors.
Article 22.- Foreign
investors in Vietnam shall be entitled to transfer abroad:
1. Their profit earned from business activities;
2. Payments made for the provision of technology
or services;
3. The foreign borrowings, both principal and
interest, during the operation process;
4. Their invested capital;
5. Other sums of money and assets lawfully owned
by them.
Article 23.- Foreigners
working in Vietnam for enterprises with foreign invested capital or for the
parties to business cooperation contracts shall, after paying income tax as
prescribed by law, be entitled to remit abroad their lawful earnings.
Article 24.- Any
dispute between the parties to a business cooperation contract or to a joint
venture as well as any dispute between enterprises with foreign invested
capital and/or the parties to business cooperation contracts and Vietnamese
enterprises shall be first of all resolved through negotiation and
conciliation.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
With regard to a dispute between the parties to
a joint venture enterprise or to a business cooperation contract, the parties
may agree in the contract on the selection of another arbitration body to
settle the dispute.
Any dispute between the parties arising out of a
Build-Operate-Transfer contract, Build-Transfer-Operate contract or
Build-Transfer contract shall be settled according to the procedures agreed
upon by the parties in the contract.
Chapter IV
RIGHTS AND OBLIGATIONS
OF FOREIGN INVESTORS AND ENTERPRISES WITH FOREIGN INVESTED CAPITAL
Article 25.-
Enterprises with foreign invested capital and the parties to a business
cooperation contract may recruit labor to meet their business requirements and
must give priority to the recruitment of Vietnamese citizens; foreigners may be
recruited only for jobs requiring technical and managerial expertise that
Vietnam has not been up for but Vietnamese labor must be trained for the
replacement.
The rights and obligations of laborers working
in enterprises with foreign invested capital shall be guaranteed by the labor
contracts, the collective labor agreements and the provisions of labor
legislation.
Article 26.- The
employers, the Vietnamese laborers and foreign laborers must abide by the
provisions of labor legislation and other related laws; must respect each other�s
dignity, honor and customs.
Article 27.-
Enterprises with foreign invested capital must respect the right of Vietnamese
laborers to participate in a political and/or politico-social organization as
prescribed by Vietnamese law.
Article 28.-
Enterprises with foreign invested capital and foreign parties to business
cooperation contracts shall have their assets and civil liability insured by
Vietnamese insurance companies or other insurance companies permitted to
operate in Vietnam.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
The Government of Vietnam shall encourage fast
transfer of technologies, especially advanced technologies.
Article 30.-
Enterprises with foreign invested capital and parties to business cooperation
contracts must, upon the completion of the capital construction for the
establishment of enterprises, accept after test operation the constructed
projects and settle their expenditures with the certification by a quality
control organization.
Enterprises with foreign invested capital and
parties to business cooperation contracts shall organize bidding in accordance
with legislation on bidding.
Article 31.-
Enterprises with foreign invested capital and parties to a business cooperation
contract shall enjoy business autonomy in accordance with the objectives stated
in the Investment License; may import equipment, machinery, supplies and means
of transport; may conduct direct or indirect export and marketing of their
products for the implementation of the investment project in accordance with
the provisions of law.
Enterprises with foreign invested capital and
parties to business cooperation contracts must give priority to purchasing,
under the same technical and trading conditions, equipment, machinery, supplies
and means of transport in Vietnam.
Article 32.- An
enterprise with foreign invested capital may open its branch(es) outside the
province or the city directly under the Central Government where it has its
head office so as to perform its business activities within the scope and objectives
defined in the Investment License and must have the approval of the People�s
Committee of the province or the city directly under the Central Government
where the branch is to open.
Article 33.-
Enterprises with foreign invested capital and parties to business cooperation
contracts shall ensure by themselves foreign currencies needed for their
activities.
The Government of Vietnam undertakes to support
the balance of foreign currencies for the construction of infrastructure
projects, the manufacture of essential import substitutes and for a number of
other important projects.
Article 34.- The
parties to a joint venture enterprise shall be entitled to transfer the value
of their capital contribution therein, but priority must be given to the other parties
to the joint venture enterprise. In case where the transfer is effected to
enterprises outside the joint venture the transfer conditions must not be more
favorable than the conditions set for the parties to the joint venture
enterprise. The transfer must be approved by all the parties to the joint
venture enterprise.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Enterprises with 100% foreign invested capital
shall be entitled to transfer their capital but priority must be given to the
transfer to Vietnamese enterprises.
The transfer of capital shall be effective only
after the agency performing State management over foreign investment approves
the capital transfer contract.
In cases where the capital transfer bears
profits the transferor shall pay income tax representing 25% of the profits
earned therefrom; if the capital is transferred to Vietnamese enterprises, the
tax shall be reduced or exempted.
Article 35.- Enterprises
with foreign invested capital shall open accounts in the Vietnamese currency
and a foreign currency at a Vietnamese bank, a joint venture bank or a
Vietnam-based branch of a foreign bank.
In special cases approved by the State Bank of
Vietnam, an enterprise with foreign invested capital may open accounts for
their loans at a bank abroad.
Article 36.- The
conversion between the Vietnamese currency and the foreign currency(ies) shall
be effected at the official exchange rate announced by the State Bank of
Vietnam at the time of the conversion.
Article 37.-
Enterprises with foreign invested capital and foreign parties to business
cooperation contracts shall apply the accounting regime of Vietnam. In cases
where there is the need to apply another common accounting regime, the approval
of the Ministry of Finance is required.
The regime of amortizing the fixed assets of
enterprises with foreign invested capital and foreign parties to business
cooperation contracts shall be implemented under the provisions of the
Government.
The annual financial statements of enterprises
with foreign invested capital and foreign parties to business cooperation
contracts shall be audited by an independent Vietnamese audit company or
another independent audit company permitted to operate in Vietnam in accordance
with legislation on audit. The annual financial statements must be sent to the
financial agency and the agency performing the State management over foreign
investment.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
With regard to oil and gas and a number of other
rare and precious natural resources the profit tax shall conform to the Law on
Oil and Gas and other relevant laws.
Article 39.- Depending
on the investment domain and location defined in Article 3 of this Law,
enterprises with foreign invested capital and foreign parties to business
cooperation contracts may be exempted from profit tax for a maximum period of 2
years from the time their business become profitable and may enjoy a 50%
reduction of the profit tax for a maximum period of 2 subsequent years.
If enterprises with foreign invested capital and
foreign parties to a business cooperation contracts carry out projects which
satisfy many criteria for investment to be encouraged, they shall be exempted
from profit tax for a maximum period of 4 years from the time their business
become profitable and may enjoy a 50% reduction of the profit tax for a maximum
period of 4 subsequent years.
In cases where investment needs to be specially
encouraged, the maximum period of exemption from the profit tax shall be 8
years.
Article 40.- During the
course of its operation, a joint venture enterprise may carry forward its loss
of any tax year to the following year and such loss shall be made up by the
profits of up to a maximum of 5 following years.
Article 41.- After paying
the profit tax, a joint venture enterprise shall appropriate 5% of the
remaining profits to set up a reserve fund. The reserve fund shall be limited
to 10% of the prescribed capital of the enterprise. The percentage of the
profits earmarked for setting up the welfare fund and other funds shall be
agreed upon by the parties and written in the Statute of the enterprise.
Article 42.- In case of
reinvestment in projects in which investment is encouraged, part or the whole
of the profit tax already paid on the reinvested profit shall be refunded. The
Government shall determine the tax refund rates depending on the reinvestment
domain, location, form and duration.
Article 43.- Upon
remitting his/her profit abroad a foreign investor shall have to pay a tax of
5%, 7% and 10% of the remitted profit, depending on the capital contribution by
the foreign investor to the prescribed capital of the enterprise with foreign
invested capital or the capital for performing the business cooperation
contract.
Article 44.- Vietnamese
who reside abroad and invest in Vietnam in accordance with this Law shall enjoy
a 20% reduction of the profit tax on the projects of the same kind, except in
cases where they are entitled to a profit tax of 10% and a tax of 5% of the
profit remitted abroad.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
During the implementation of an investment
project, if there is any change in the investment conditions, the tax exemption
and reduction for enterprises with foreign invested capital and foreign parties
to business cooperation contracts shall be decided by the Ministry of Finance.
Article 46.-
Enterprises with foreign invested capital and foreign parties to business
cooperation contracts that use land, water or sea surface must pay a rent; in
cases where natural resources are exploited a resource tax must be paid as
prescribed by law.
The Government shall stipulate the exemption
from, or reduction of, the rent of the land, water or sea surface for
Build-Operate-Transfer, Build-Transfer-Operate and Build-Transfer projects;
investment projects in mountainous, deep-lying, remote areas or areas with
difficult socio-economic conditions.
Article 47.- The import
and export duties imposed on the goods imported and exported by enterprises
with foreign invested capital and parties to business cooperation contracts
shall comply with the Law on Import and Export Duties.
The equipment, machinery, specialized means of
transport as part of a technological chain imported into Vietnam to create the
fixed assets of enterprises with foreign invested capital or to create the
fixed assets for the performance of business cooperation contracts or to expand
an investment project and the means of transport imported for the
transportation of workers shall be exempted from import duties.
The Government shall stipulate the exemption
from, and reduction of. import and export duties on other special commodities
which receive special encouragement for investment.
Article 48.- Export
processing enterprises shall be exempted from import and export duties on the
goods exported abroad from the Export Processing Zones and imported from abroad
into the Export Processing Zones.
Export processing enterprises and enterprises
with foreign invested capital in an Industrial Zone(s) shall enjoy preferential
taxation in cases where investment needs to be encouraged or specially
encouraged in accordance with the provisions in Articles 38, 39,43 and 44 of
this Law. The Government shall detail the preferential tax rates for each type
of export processing enterprises and enterprises with foreign invested capital
in the Industrial Zones.
Article 49.- In
addition to the taxes defined in this Law, enterprises with foreign invested
capital and foreign parties to business cooperation contracts must pay other
taxes as prescribed by law.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article 51.-
Enterprises with foreign invested capital and foreign parties to business
cooperation contracts shall have to abide by the provisions of legislation on
environmental protection.
Article 52.-
Enterprises with foreign invested capital and business cooperation contracts
shall terminate operation in the following cases:
1. On expiry of the operational duration written
in the Investment License;
2. At the request of one or more than one party
and approved by the agency performing the State management over foreign
investment;
3. Upon a decision by the agency performing the
State management over foreign investment due to a serious violation of law and
the terms of the Investment License;
4. They are declared bankrupt;
5. In other cases as prescribed by law.
Article 53.-
1. Upon termination of
operation in one of the cases defined in Points 1, 2, 3 and 5, Article 52 of
this Law, enterprises with foreign invested capital and parties to business
cooperation contracts must liquidate the assets of the enterprises or liquidate
the contracts and fulfill the obligations as prescribed by law.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Chapter V
STATE MANAGEMENT OVER
FOREIGN INVESTMENT
Article 54.- State
management over foreign investment shall include:
1. Formulating the strategy, the all-round plan,
plans and policies concerning foreign investment;
2. Issuing legal documents on foreign investment
activities;
3. Guiding the branches and localities in
carrying out activities related to foreign investment cooperation;
4. Granting or withdrawing Investment Licenses;
5. Stipulating the coordination among State
agencies in managing foreign investment activities;
6. Supervising, inspecting and monitoring
foreign investment activities.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
The Government shall stipulate the granting of
Investment Licenses by the Ministry of Planning and Investment; shall, basing
itself on the socio-economic development planning and plans, the domain, nature
and size of each investment project, make decision to assign the granting of
Investment Licenses to the qualified People’s Committees of the provinces and
the cities directly under the Central Government and stipulate the granting of
Investment Licenses to the Industrial and Export Processing Zones.
Article 56.- The
Ministry of Planning and Investment as the agency performing the State
management over foreign investment shall assist the Government in managing
foreign investment activities in Vietnam.
The Ministry of Planning and Investment shall
have the following tasks and powers:
1. To preside over the drafting of the strategy
and plan for attracting foreign investment and submit them to the Government;
elaborate bills and policies concerning foreign investment; coordinate with the
other Ministries, ministerial-level agencies and agencies attached to the
Government in performing the State management over foreign investment; guide
the People’s Committees of the provinces and the cities directly under the
Central Government in the observance of laws and implementation of policies on
foreign investment;
2. To draw up and systemize a list of investment
projects; provide guidance for the investment procedures, and perform the State
management over investment promotion and consultancy activities;
3. To receive investment project proposals and
preside over the evaluation of and grant Investment Licenses to the investment
projects under its jurisdiction;
4. To act as the center for tackling issues
arising from the formation, deployment and implementation of foreign investment
projects;
5. To evaluate the socio-economic effectiveness
of foreign investment activities;
6. To supervise and inspect the implementation
of foreign investment activities in Vietnam in accordance with law.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
1. To coordinate with the Ministry of Planning and
Investment in elaborating laws, policies and plans concerning foreign
investment;
2. To draw up the plans and lists of projects
calling for foreign investment in their respective branches; organize the
mobilization and promotion of investment capital;
3. To take part in evaluating investment
projects;
4. To guide and settle the procedures concerning
the deployment and implementation of investment projects;
5. To supervise and inspect the activities of
enterprises with foreign invested capital and parties to business cooperation
contracts under their management.
6. To perform other tasks within their
jurisdiction as prescribed by law.
Article 58.- The
People’s Committees of the provinces and the cities directly under the Central
Government shall perform State management over foreign investment in their
respective territories according to the following functions and powers:
1. Basing themselves on the socio-economic
development plan already approved, to draw up and make public the list of
investment projects calling for foreign investment in their respective
localities; organize mobilization and promotion of investment capital;
2. To take part in evaluating foreign investment
projects in their respective localities;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
4. To settle administrative procedures
concerning the formulation, deployment and implementation of investment
projects under their jurisdiction;
5. To perform State management over the
production and business activities of enterprises with foreign invested capital
and the parties to business cooperation contracts in their respective territories;
6. To supervise and inspect the activities of
enterprises with foreign invested capital and parties to business cooperation
contracts.
Article 59.- The
parties or one of the parties or the foreign investor must send to the
Investment License granting agency the dossier applying for an Investment
License which includes an application for an Investment License, a business
cooperation contract or a joint venture contract, the enterprise’s Statute, the
economic technical feasibility report and other related documents.
Article 60.- The
Investment License granting agency shall consider the application and notify
the investor of its decision not later than 60 days after receipt of the valid
dossier. The approval shall be notified in the form of an Investment License.
The Investment License shall be as valid as the
Business Registration Certificate.
Article 61.- The joint
venture contract or the business cooperation contract, the enterprise�s
Statute and any change of the business objective, production scale, or the
prescribed capital contribution ratio must be approved by the agency performing
State management over foreign investment.
Article 62.- The
Ministries, ministerial-level agencies, agencies attached to the Government and
the People�s Committees of the provinces and the cities directly under
the Central Government shall have to settle the procedures related to the
deployment of investment projects within 30 days after receipt of the valid
dossier.
Article 63.- Foreign
investors, enterprises with foreign invested capital, parties to business
cooperation contracts, organizations, individuals, State employees and State
agencies that violate the provisions of the Foreign Investment Law shall be
dealt with as prescribed by law, depending on the seriousness of the violation.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Chapter VI
IMPLEMENTATION PROVISIONS
Article 65.- Basing
itself on the provisions of this Law, the Government shall stipulate the
investment cooperation with foreign countries by hospitals, schools and
research institutes in the domain of technology, technical sciences and natural
sciences,
Article 66.- Basing
itself on the principles laid down in this Law, the Government of the Socialist
Republic of Vietnam may sign with foreign Governments cooperation and
investment agreements compatible with the economic relations between Vietnam
and each country.
Article 67.- This Law
takes effect from the date of its promulgation.
This Law replaces the Law on Foreign Investment
in Vietnam of December 29, 1987, the Law on the Amendments and Supplements to a
Number of Articles of the Law on Foreign Investment in Vietnam of June 30,
1990, the Law on the Amendments and Supplements to a Number of Articles of the
Law on Foreign Investment in Vietnam of December 23, 1992.
Article 68.- The
Government shall detail the implementation of this Law.
This Law was adopted by the National Assembly of
Vietnam, IXth Legislature, 10th session on November 12, 1996.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
THE CHAIRMAN
OF THE NATIONAL ASSEMBLY
Nong Duc Manh
