VietnameseDecree No. 23/2007/ND-CP dated February 12, 2007 of the Government detailing the Commercial Law regarding goods purchase and sale activities or goods purchase and sale related activities of foreign-invested enterprises in Vietnam
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Decree No. 23/2007/ND-CP dated February 12, 2007 of the Government detailing the Commercial Law regarding goods purchase and sale activities or goods purchase and sale related activities of foreign-invested enterprises in Vietnam
| Issuing body: | Government | Effective date: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Official number: | 23/2007/ND-CP | Signer: | Nguyen Tan Dung |
| Type: | Decree | Expiry date: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Issuing date: | 12/02/2007 | Effect status: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Fields: | Enterprise , Investment , Culture - Sports - Tourism |
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Effect status: Known
THE GOVERNMENT ------- | SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------- |
No: 23/2007/ND-CP | Hanoi, February 12, 2007 |
DECREE
DETAILING THE COMMERCIAL LAW REGARDING GOODS PURCHASE AND SALE ACTIVITIES OR GOODS PURCHASE AND SALE RELATED ACTIVITIES OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM
THE GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the June 14, 2005 Commercial Law;
At the proposal of the Minister of Trade,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.-Governing scope
This Decree details the Commercial Law regarding goods purchase and sale activities or goods purchase and sale related activities of foreign-invested enterprises in Vietnam.
Article 2.- Subjects of application
This Decree applies to foreign-invested enterprises, and organizations and individuals involved in the management of goods purchase and sale activities or goods purchase and sale related activities of foreign-invested enterprises in Vietnam.
Article 3.-Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Goods purchase and sale activities or goods purchase and sale related activities means import, export, distribution and other activities specified in Chapters IV, V and VI of the Commercial Law.
2. Import and export means activities specified in Article 28 of the Commercial Law.
3. Right to export means the right to purchase goods in Vietnam for export, including the right to have one's name written in the exports declaration in order to carry out, and take responsibility for, export-related procedures. The right to export excludes the right to establish a network for purchasing goods in Vietnam for export, unless otherwise provided for by Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.
4. Right to import means the right to import goods from foreign countries into Vietnam for sale to traders that have the right to distribute those goods in Vietnam; the right to import includes the right to have one's name written in the imports declaration in order to carry out, and take responsibility for, import-related procedures. The right to import excludes the right to establish, or participate in, a goods distribution system in Vietnam, unless otherwise provided for by Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.
5. Distribution means activities of goods whole-sale, retail, purchase and sale agency, and commercial franchise as provided for by Vietnamese law.
6. Right to distribution means the right to directly conduct distribution activities.
7. Wholesale means the sale of goods to traders or other organizations, excluding the sale of goods directly to the end consumer.
8. Retail means the sale of goods directly to the end consumer.
9. Retail establishment means an enterprise-owned unit that retails goods.
Article 4.- Conditions for a foreign-invested enterprise to be granted a permit for dealing in goods purchase and sale activities or goods purchase and sale related activities in Vietnam
1. Conditions for a foreign-invested enterprise to be granted a permit for dealing in goods purchase and sale activities or goods purchase and sale related activities in Vietnam include:
a/ Being an investor from a country or territory which has acceded to a treaty to which the Socialist Republic of Vietnam is a contracting party and under which Vietnam has committed to open its market for goods purchase and sale activities or goods purchase and sale related activities;
b/ Making investment in a form conformable with the roadmap already committed in treaties to which the Socialist Republic of Vietnam is a contracting party and compliant with Vietnamese law;
c/ Dealing in goods or services in accordance with Vietnam's market-opening commitments and Vietnamese law;
d/ Operating within a scope compliant with Vietnam's market-opening commitments and Vietnamese law;
e/ Obtaining approval from a competent state agency defined in Article 5 of this Decree.
2. The Minister of Trade shall announce the roadmap already committed in treaties to which the Socialist Republic of Vietnam is a contracting party and the conditions specified in Clause 1 of this Article.
3. For foreign investors not defined at Point a, Clause 1 of this Article, before a competent agency grants a business permit, the Minister of Trade shall, on a case-by-case basis, consider and approve goods purchase and sale activities or goods purchase and sale related activities.
Article 5.- Competence to grant a permit for dealing in goods purchase and sale activities or goods purchase and sale related activities and a permit for setting up a retail establishment
1. Provincial-level People's Committees shall grant permits for dealing in goods purchase and sale activities or goods purchase and sale related activities (below referred to as business permits for short) to foreign-invested enterprises already granted investment certificates or investment licenses (collectively referred to as investment certificates) after obtaining the Trade Ministry's written approval.
2. A foreign investor that invests in goods purchase and sale activities or goods purchase and sale related activities in Vietnam for the first time shall submit the dossier for carrying out investment procedures to the investment-managing state agency. This agency shall consult the Ministry of Trade and grant investment certificates for goods purchase and sale activities or goods purchase and sale related activities only after obtaining the Trade Ministry's written approval. In this case, the investment certificate is as valid as the business permit. Investment procedures shall be carried out in accordance with the Investment Law.
3. When a foreign investor invests in import or export activities only or when a foreign-invested enterprise applies for additional import or export activities only but not for goods distribution or goods purchase and sale activities or goods purchase and sale related activities, the investment-managing state agency shall, based on the market-opening roadmap committed in treaties to which the Socialist Republic of Vietnam is a contracting party, grant or supplement the investment certificate without having to obtain the Trade Ministry's approval.
4. A foreign-invested enterprise which already has the right to distribution may set up the first retail establishment without having to carry out the procedures for application for a permit up for setting up a retail establishment according to the provisions of this Decree. The provincial-level People's Committee shall, under the Trade Ministry's guidance, decide on the setting up of other retail establishments, in addition to the first one, according to the order and procedures specified in this Decree.
Article 6.- Observance of relevant provisions of law
1. Apart from the rights and obligations defined in this Decree, foreign-invested enterprises shall also observe the provisions of the Enterprise Law, the Investment Law and relevant laws.
2. When activities specified in Chapters IV, V and VI of the Commercial Law are governed by another Decree, the provisions of that Decree prevail.
3. When carrying out the procedures for grant, re-grant or modification of business permits or permits for setting up retail establishments, foreign-invested enterprises shall pay fees according to the Finance Ministry's regulations.
4. When necessary, foreign-invested enterprises are obliged to report or supply documents on, or explain issues related to their activities at the request of competent state management agencies according to Vietnamese law.
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