Decree No. 31/2021/ND-CP detailing and guiding the implementation of the Investment Law

DECREE

Detailing and guiding the implementation of a number of articles of the Law on Investment^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government; and the November 22, 2019 Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration;

Pursuant to the June 17, 2020 Law on Investment;

Pursuant to the June 17, 2020 Law on Enterprises;

At the proposal of the Minister of Planning and Investment;

The Government promulgates the Decree detailing and guiding the implementation of a number of articles of the Law on Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. This Decree details and guides the implementation of a number of articles of the Law on Investment regarding business investment conditions; sectors, trades and market access conditions applicable to foreign investors; business investment guarantees; investment incentives and supports; investment procedures; offshore investment activities; investment promotion; and state management of business investment activities in Vietnam and offshore investment activities.

2. Offshore investment activities in the forms specified at Point d, Clause 1, Article 52 of the Law on Investment; offshore investment activities in the field of petroleum; procedures for investment policy approval by the National Assembly, and investment monitoring and evaluation shall be provided in separate decrees of the Government.

3. This Decree applies to investors and competent state agencies, and organizations and individuals involved in business investment activities in Vietnam and offshore investment activities.

Article 2. Interpretation of terms

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

1. Valid copy means a copy issued from the register or a certified copy of the original made by a competent agency or organization or from a national database in case the primary-source information is stored on the national database on population, enterprise registration, or investment.

2. Original dossier set means a dossier set for performance of investment procedures specified in Clause 7 of this Article, comprising papers that are primary-source documents, original documents or valid copies, except foreign-language documents and their accompanying Vietnamese translations.

3. National Investment Portal means part of the national investment information systems, which is used for carrying out procedures for grant and modification of investment registration certificates and offshore investment registration certificates; posting and updating legal documents, policies and market access conditions applicable to foreign investors; updating and mining information on trade promotion, foreign investment in Vietnam, offshore investment, development of industrial parks and economic zones, and state management of investment activities.

4. Investment incentive-applying agency means a tax office, finance agency, customs office, or another agency with competence relevant to each kind of investment incentives.

5. Investment treaty means a treaty that is effective for Vietnam and to which the State or Government of the Socialist Republic of Vietnam is a contracting party, defining the rights and obligations of the State or Government of the Socialist Republic of Vietnam with regard to investment activities carried out by investors of the countries or territories that are contracting parties to such treaty, which may be:

a/ A bilateral or multilateral agreement on investment promotion and protection;

b/ A free trade agreement or another regional economic integration agreement;

c/ The Protocol on the Accession to the Agreement establishing the World Trade Organization (WTO) concluded by the State of the Socialist Republic of Vietnam on November 7, 2006;

d/ Another treaty that defines the rights and obligations of the State or Government of the Socialist Republic of Vietnam regarding investment activities.

6. Valid dossier means a dossier comprising all the documents specified in the Law on Investment and this Decree, provided such documents are fully filled in accordance with law.

7. Dossier for performance of investment procedures means a dossier made by an investor or a competent state agency for performance of procedures for grant or modification of a decision on investment policy approval, investment registration certificate, or offshore investment registration certificate, and other relevant procedures for implementation of investment activities in accordance with the Law on Investment and this Decree.

8. Other areas affecting national defense and security means areas identified in accordance with the law on national defense and security, including:

a/ Areas where exist national defense and security works, military zones, restricted areas, protected areas, safety belts of national defense works, and military zones as specified by the law on protection of national defense works and military zones;

b/ Areas adjacent to important political, economic, foreign affairs, scientific-technical, cultural, or social works that are guarded and protected by People’s Police forces in accordance with the law on guard;

c/ Important works related to national security and protection corridors of important works related to national security as specified by the law on protection of important works related to national security;

d/ Economic-national defense zones under the Government’s regulations on combination of national defense and socio-economic development activities and socio-economic development and national defense activities;

dd/ Areas of military defense or national defense value under the Prime Minister’s decision approving the overall master plan on organization of national defense in combination with socio-economic development;

e/ Areas where, for the purpose of assurance of national defense and security, foreign organizations and individuals are not allowed to own houses in accordance with the housing law.

9. Law on Enterprises means Law No. 59/2020/QH14 passed on June 17, 2020, by the XIV^th National Assembly of the Socialist Republic of Vietnam at its 9^th session.

10. The 2014 Law on Enterprises means Law No. 68/2014/QH13 passed on November 26, 2014, by the XIII^th National Assembly of the Socialist Republic of Vietnam at its 8^th session.

11. Law on Investment means Law No. 61/2020/QH14 passed on June 17, 2020, by the XIV^th National Assembly of the Socialist Republic of Vietnam at its 9^th session.

12. The 2014 Law on Investment means Law No. 67/2014/QH13 passed on November 26, 2014, by the XIII^th National Assembly of the Socialist Republic of Vietnam at its 8^th session, which had a number of articles amended and supplemented 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.

13. Sectors and trades for which Vietnam has not yet made market access commitments means sectors and trades for which, under investment treaties, Vietnam has no commitment, has not yet made commitments, or retains the right to issue measures unconformable with market access obligations, national treatment obligations or other obligations concerning non-discrimination between domestic investors and foreign investors provided in such treaties.

14. Overseas economic organization referred to in Chapter VI of this Decree means an economic organization established in accordance with the law of the country or territory where Vietnamese investors carry out investment activities or implement investment projects under which they have contributed capital amounts or have other funding sources in accordance with the law of such country or territory.

15. Document on legal status of an investor means a valid copy of the personal identification paper of an individual or of the paper certifying the establishment and operation of an economic organization, which may be:

a/ Personal identification number, for Vietnamese citizens, or a valid copy of the people’s identity card, citizen identity card or passport that remains valid, or another personal identification paper, for individuals;

b/ A valid copy of the enterprise registration certificate, establishment certificate or establishment decision or another document of equivalent legal validity, for organizations.

16. Rural areas means areas with administrative boundaries excluding geographical areas of wards of towns or cities and urban districts of cities.

Article 3. The State’s guarantees for implementation of investment projects

1. Based on socio-economic development conditions and investment attraction demand in each period, and objectives, size and characteristics of investment projects, the Prime Minister shall, at the proposal of ministries, ministerial-level agencies or provincial-level People’s Committees, consider and decide on forms and contents of the State’s guarantees for implementation of investment projects subject to investment policy approval by the National Assembly or Prime Minister and other important investment projects on infrastructure development.

2. The State’s guarantees for implementation of investment projects referred to in Clause 1 of this Article may be considered for application in the following forms:

a/ Providing partial support for foreign currency balancing on the basis of foreign exchange management policies and foreign currency-balancing capacity in each period;

b/ Other forms as decided by the Prime Minister.

3. Investors and enterprises of investment projects in the form of public-private partnership may apply investment guarantees forms provided in Chapter II of the Law on Investment and the law on investment in the form of public-private partnership.

Article 4. Guarantees for investment incentives in case of change of law

1. In case a new legal document has provisions resulting in a change in investment incentives currently applied to an investor before the date it takes effect, the investor will be entitled to guarantees for investment incentives specified in Article 13 of the Law on Investment.

2. Investment incentives eligible for guarantees referred to in Clause 1 of this Article include:

a/ Investment incentives stated in investment licenses, business licenses, investment incentive certificates, investment certificates, investment registration certificates, documents on investment policy decision, decisions on investment policy approval, or other documents granted or applied by competent persons or competent state agencies in accordance with law;

b/ Investment incentives enjoyable by investors in accordance with law other than those specified at Point a of this Clause.

3. When wishing to apply the investment guarantee measures specified in Clause 4, Article 13 of the Law on Investment, an investor shall send a written request to the investment registration agency, which shall be enclosed with the investment license, business license, investment incentive certificate, investment certificate, investment registration certificate, document on investment policy decision, decision on investment policy approval, or another document containing provisions on investment incentives (if any) which is granted by a competent state agency or competent person. Such request must have the following contents:

a/ Name and address of the investor;

b/ Investment incentives as specified in the current legal document applied before a new legal document takes effect, including type of incentive, conditions for enjoyment of incentives, and incentive levels (if any);

c/ Provisions of the new legal document or amended and supplemented legal document resulting in a change in investment incentives currently applied to the investor as mentioned at Point b of this Clause;

d/ The investor’s proposal on application of the investment guarantee measures specified in Clause 4, Article 13 of the Law on Investment.

4. Investment registration agencies shall consider and decide to apply investment guarantee measures proposed by investors within 30 days from the date of receipt of a valid dossier specified in Clause 3 of this Article. For matters falling beyond their competence, investment registration agencies shall forward them to competent state agencies for consideration and decisions.

Article 5. Language used in dossiers for performance of investment procedures

1. Dossiers for performance of investment procedures, documents and reports to be sent to competent state agencies shall be made in Vietnamese.

2. For dossiers for performance of investment procedures containing foreign-language documents, investors shall enclose such documents with their Vietnamese translations.

3. In case papers and documents included in dossiers for performance of investment procedures are made in Vietnamese and foreign languages, those in Vietnamese shall be used for performance of investment procedures.

4. Investors shall take responsibility for differences between contents of translations or copies and the originals and between Vietnamese translations and foreign-language ones.

Article 6. Receipt of dossiers and settlement of procedures related to investment activities

1. The receipt of dossiers and settlement of procedures related to investment activities of investors are as follows:

a/ Investors shall take responsibility before law for the lawfulness, accuracy and truthfulness of dossiers and documents sent to competent state agencies;

b/ Dossier-receiving agencies shall check the validity of dossiers and may not request investors to submit any papers other than those required for dossiers in accordance with the Law on Investment and this Decree;

c/ If requesting modification and supplementation of a dossier, the dossier-receiving agency shall send a notice to the concerned investor, stating contents that need to be modified and supplemented. Such notice must clearly state bases, contents and time limit for modification and supplementation of the dossier. The investor shall modify and supplement the dossier within the time limit stated in the notice. In case the investor fails to modify and supplement the dossier within the notified time limit, the Ministry of Planning and Investment or investment registration agency shall consider stopping the processing of the dossier and send a notice thereof to the investor;

d/ Upon requesting an investor to give explanations about contents of the dossier, the Ministry of Planning and Investment or investment registration agency shall send a notice to the investor, clearly stating the time limit for giving explanations. If the investor fails to give explanations, the Ministry of Planning and Investment or investment registration agency shall send to the investor a notice of stoppage of the dossier processing;

dd/ The time for an investor to modify and supplement a dossier or give explanations about relevant contents of the dossier under Point c or d of this Clause and the time for handling of administrative violations (if any) in the field of investment shall not be included in the time limit for settlement of procedures specified in the Law on Investment and this Decree;

e/ If refusing to grant or modify decisions on investment policy approval, decisions on investor approval, investment registration certificates, offshore investment registration certificates and other administrative documents on investment in accordance with the Law on Investment and this Decree, the Ministry of Planning and Investment or investment registration agency shall send a notice to investors, clearly stating the reason for the refusal.

2. The solicitation of opinions among state agencies in the course of processing of dossiers for performance of investment procedures is as follows:

a/ The soliciting agency shall determine contents put for opinion as suitable to the functions and tasks of the consulted agency and time limit for reply in accordance with the Law on Investment and this Decree;

b/ Within the time limit mentioned at Point a of this Clause, the consulted agency shall give a reply and take responsibility for the opinions falling within the ambit of its functions and tasks. Past this time limit, if such agency gives no opinion, it shall be considered agreeing with the contents falling under its management.

3. Competent agencies or persons shall only take responsibility for contents which they are assigned to accept, appraise or approve, or other procedures related to investment activities they are assigned to settle in accordance with the Law on Investment and this Decree, but not for the contents already accepted, appraised, approved or settled by other competent agencies or persons.

4. The Ministry of Planning and Investment, investment registration agencies and other state management agencies shall not settle disputes between investors themselves and between investors and related organizations and individuals in the course of carrying out investment activities.

5. Investors shall take responsibility before law and bear all damage for their failure to perform or improper performance of procedures specified in the Law on Investment, this Decree and relevant laws.

Article 7. Handling of forged dossiers

1. When a competent agency, organization or person defined by law believes that a dossier for performance of investment procedures contains forged contents, the investment registration agency shall:

a/ Send a notice of the violation to the concerned investor;

b/ Annul, or propose a competent agency or person to consider annulling, the granted decision on investment policy approval, decision on investor approval, investment registration certificate, or offshore investment registration certificate and other relevant documents (below collectively referred to as documents and papers), or annul the contents of documents and papers that have been written based on fake information;

c/ Restore the documents and papers issued on the basis of the latest valid dossiers and, at the same time, handle or propose a competent agency or person to handle the violation in accordance with law.

2. Investors shall take responsibility before law and bear all damage for their act of forging contents of dossiers or documents.

Article 8. Responsibilities to disclose and provide information on investment projects

1. Investment registration agencies, state management agencies in charge of planning, natural resources and environment, and construction, and other related state management agencies shall fully and publicly disclose master plans and lists of investment projects in accordance with law.

2. In case investors request provision of information on master plans or lists of investment projects and other information related to investment projects, the agencies mentioned in Clause 1 of this Article shall provide information to investors according to their competence within 5 working days after receiving a request from investors.

3. Investors may use the information referred to in Clauses 1 and 2 of this Article for making dossiers and implementing investment projects.

Article 9. Mechanisms for settlement of problems encountered by investors and prevention of disputes between the State and investors

1. In the course of carrying out business investment activities, investors may report problems and recommendations relating to law application and implementation to competent state agencies.

2. Competent state agencies shall settle problems encountered and recommendations made by investors in accordance with law.

3. Investors may file complaints or denunciations or initiate lawsuits in accordance with the law on complaints and denunciations; or initiate administrative cases in accordance with the administrative procedure law when having grounds to believe that administrative decisions or administrative acts are illegal and infringe upon their lawful rights and interests.

4. When problems, petitions, complaints, denunciations or lawsuits are likely to become international investment disputes, competent state agencies shall promptly send a notice thereof to the Ministry of Planning and Investment, Ministry of Justice and Ministry of Foreign Affairs for coordination in preventing and settling disputes.

5. In case international investment disputes arise, the coordination in dispute settlement must comply with the Prime Minister’s decision on the regulation on coordination in settlement of international investment disputes.

6. The Ministry of Planning and Investment shall guide the implementation of regulations on processing and updating of information and report on notification of problems and petitions specified in Clause 1 of this Article.

Chapter II

SECTORS AND TRADES IN BUSINESS INVESTMENT

Section 1

SECTORS AND TRADES BANNED FROM BUSINESS INVESTMENT AND SECTORS AND TRADES SUBJECT TO CONDITIONAL BUSINESS INVESTMENT

Article 10. Sectors and trades banned from business investment

1. Investors may not carry out business investment activities in the sectors and trades specified in Article 6 of the Law on Investment.

2. The production and use of the products specified at Points a, b and c, Clause 1, Article 6 of the Law on Investment in analysis, testing, scientific research, health, manufacture of pharmaceuticals, crime investigation, and national defense and security maintenance are as follows:

a/ Competent state agencies shall permit the production and use of narcotic drugs under the Government’s regulations on the list of narcotic drugs and precursors, the Single Convention on Narcotic Drugs, 1961, and the United Nations Convention against Illicit Traffic in Narcotics Drugs and Psychotropic Substances, 1988;

b/ Competent state agencies shall permit the production and use of chemicals and minerals banned under the Law on Investment in accordance with the Government’s regulations on management of chemicals subject to control under the Convention on the Prohibition of the Development, Production, Stockpiling and Use of Chemical Weapons and on their Destruction, and documents guiding the Rotterdam Convention on Prior Inform Consent Procedure with regard to some hazardous chemicals and pesticides in international trade;

c/ Competent state agencies shall permit the exploitation of specimens of wild fauna and flora species banned under the Law on Investment in accordance with the Government’s regulations on management of endangered, precious and rare forest fauna and flora species and the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES).

3. The review, proposal on revision, and evaluation of implementation, of regulations on sectors and trades banned from business investment as specified in Article 6 of the Law on Investment must comply with the order and procedures applicable to sectors and trades subject to conditional business investment specified in Articles 13 and 14 of this Decree.

Article 11. Sectors and trades subject to conditional business investment and business investment conditions

1. Investors may do business in the sectors and trades subject to conditional business investment provided in Appendix IV to the Law on Investment after fully satisfying the law-specified conditions and shall maintain such conditions throughout the process of carrying out business investment activities.

2. Investors that satisfy law-specified business investment conditions may be granted a paper in one of the forms specified at Points a, b, c and d, Clause 6, Article 7 of the Law on Investment (below referred to as license) or may carry out business investment activities when satisfying the conditions specified at Point dd, Clause 6, Article 7 of the Law on Investment. If refusing to grant, extend or modify and supplement a license, a competent state agency shall send a notice thereof to the concerned investor, clearly stating the reason for the refusal.

Article 12. Review, summarization and announcement of business investment conditions

1. The Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, reviewing and summarizing business investment conditions for announcement on the National Business Registration Portal.

2. To-be-announced business investment conditions referred to in Clause 1 of this Article include:

a/ Sectors and trades subject to conditional business investment as provided in Appendix IV to the Law on Investment;

b/ Bases for application of business investment conditions for sectors and trades referred to at Point a of this Clause;

c/ Conditions which individuals and economic organizations must satisfy for carrying out business investment activities under Clause 2, Article 11 of this Decree.

3. In case of a change in business investment conditions under laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee, decrees of the Government, or investment treaties, the contents specified in Clause 2 of this Article shall be updated according to the following procedures:

a/ Within 5 working days after a law, an ordinance or a decree is promulgated or an investment treaty is concluded, the concerned ministry or ministerial-level agency shall send a request to the Ministry of Planning and Investment for updating of business investment conditions to the National Business Registration Portal;

b/ Within 3 working days after receiving the request from the concerned ministry or ministerial-level agency, the Ministry of Planning and Investment shall update business investment conditions or changes in business investment conditions to the National Business Registration Portal.

Article 13. Proposal on modification or addition of sectors and trades subject to conditional business investment and business investment conditions

1. Based on socio-economic development conditions and state management requirements in each period and investment treaties, ministries and ministerial-level agencies shall propose the Government to modify or add sectors and trades subject to conditional business investment or business investment conditions.

2. A proposal on modification or addition of sectors and trades subject to conditional business investment or business investment conditions shall be included in a request for formulation of legal documents in accordance with the Law on Promulgation of Legal Documents, which must have the following contents:

a/ Sectors and trades subject to conditional business investment or business investment conditions to be modified or added;

b/ Analysis of the necessity and purpose of the modification or addition of sectors and trades subject to conditional business investment or business investment conditions under Clause 1, Article 7 of the Law on Investment;

c/ Bases for modification or addition of sectors and trades subject to conditional business investment or business investment conditions, and subjects required to comply with such modification or addition;

d/ Evaluation of rationality and feasibility of modification or addition of sectors and trades subject to conditional business investment or business investment conditions and the conformity thereof with investment treaties;

dd/ Evaluation of impacts of modification or addition of sectors and trades subject to conditional business investment or business investment conditions on the state management work and business investment activities of subjects required to comply with such modification or addition.

Article 14. Review and evaluation of the implementation of regulations on sectors and trades subject to conditional business investment

1. On an annual basis and to meet their management requirements, ministries and ministerial-level agencies shall review and evaluate the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions falling under their management.

2. Review and evaluation cover:

a/ Evaluation of the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions that are affective by the time of review and evaluation and fall under ministries’ or ministerial-level agencies’ management;

b/ Evaluation of the effect and efficiency of the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions; and problems arising in the course of implementation;

c/ Evaluation of changes (if any) in socio-economic conditions, techniques and technologies, sector management requirements, and other conditions that affect the implementation of regulations on sectors and trades subject to conditional business investment and business investment conditions;

d/ Recommendations (if any) on amendment and supplementation of regulations on sectors and trades subject to conditional business investment and business investment conditions.

3. Ministries and ministerial-level agencies shall send their proposals based on the contents specified in Clause 2 of this Article to the Ministry of Planning and Investment for summarization and reporting to the Prime Minister.

Section 2

SECTORS, TRADES AND MARKET ACCESS CONDITIONS APPLICABLE TO FOREIGN INVESTORS

Article 15. Sectors and trades in which foreign investors are subject to market access restrictions

1. Sectors and trades in which foreign investors are subject to market access restrictions and market access restrictions for such sectors and trades are provided in laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee, or decrees of the Government, and investment treaties. The List of sectors and trades in which foreign investors are subject to market access restrictions is provided in Appendix I to this Decree.

2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and shall be posted and updated in accordance with Article 18 of this Decree.

3. In addition to market access conditions for the sectors and trades specified in Clauses 1 and 2 of this Article, foreign investors and foreign-invested economic organizations must, if wishing to carry out business investment activities in Vietnam, satisfy the following conditions (if any):

a/ Using land, employees, natural resources and minerals;

b/ Producing goods or providing public services or goods or services for which the State holds monopoly;

c/ Owning or trading in houses or real estate;

d/ Applying the State’s supports or subsidies for certain sectors or trades or developing regions or territorial areas;

dd/ Participating in programs or plans on equitization of state enterprises;

e/ Other conditions as specified in laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee, or decrees of the Government, and investment treaties which contain provisions on market access ban or restrictions for foreign-invested economic organizations.

Article 16. Subjects of application of the List of sectors and trades subject to market access restrictions

1. The List of sectors and trades subject to market access restrictions shall be applied to:

a/ Foreign investors defined in Clause 19, Article 3 of the Law on Investment;

b/ Economic organizations specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment that invest in establishing other economic organizations; contribute capital to or purchase shares or contributed capital amounts of other economic organizations; or make investment in the form of BCC contracts.

(In this Section, the subjects specified at Points a and b of this Clause are below collectively referred to as foreign investors, unless otherwise provided by this Decree).

2. For business investment activities carried out in Vietnam, investors who are Vietnamese citizens and concurrently have a foreign citizenship may apply market access conditions and investment procedures either like those for domestic investors or like those for foreign investors. If making the former choice, they may not exercise the rights and perform the obligations of foreign investors.

Article 17. Principles of application of market access restrictions for foreign investors

1. Except the sectors and trades on the List of sectors and trades in which foreign investors are subject to market access restrictions provided in Appendix I to this Decree, foreign investors may access the market like domestic investors.

2. Foreign investors may not invest in sectors and trades in which market access is not yet permitted for them as provided in Section A of Appendix I to this Decree.

3. For sectors and trades in which foreign investors are subject to conditional market access as provided in Section B of Appendix I to this Decree, foreign investors must satisfy market access conditions posted under Article 18 of this Decree.

4. Market access conditions for sectors and trades for which Vietnam has not yet made commitments on market access for foreign investors shall be applied as follows:

a/ In case laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee or decrees of the Government (below collectively referred to as Vietnam’s law) have no provisions on market access restrictions for such sectors and trades, foreign investors may access the market like domestic investors;

b/ In case Vietnam’s law has provisions on market access restrictions for foreign investors in such sectors and trades, such provisions shall apply.

5. In case laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee or decrees of the Government that have been recently promulgated (below collectively referred to as newly promulgated documents) have provisions on market access conditions for foreign investors in sectors and trades for which Vietnam has not yet made commitments on market access for foreign investors as specified in Clause 4 of this Article, such conditions shall be applied as follows:

a/ Foreign investors to whom market access conditions are applied under Clause 4 of this Article before the effective date of newly promulgated documents may continue to carry out investment activities under such conditions. In case foreign investors establish new economic organizations, implement new investment projects, acquire investment projects, contribute capital to or purchase shares or contributed capital amounts of other economic organizations, make investment in the form of contracts, or adjust or add objectives, sectors or trades for which newly promulgated documents require them to satisfy market access conditions applicable to foreign investors, they must satisfy such conditions. In this case, a competent state agency shall not re-consider market access conditions for sectors and trades for which investors have obtained approval;

b/ Foreign investors that carry out investment activities after the effective date of newly promulgated documents must satisfy market access conditions applicable to foreign investors specified in such documents.

6. Foreign investors that carry out investment activities in different sectors and trades specified in Appendix I to this Decree must satisfy all market access conditions for such sectors and trades.

7. Foreign investors in countries or territories that are not contracting parties to the WTO and carry out investment activities in Vietnam may apply market access conditions like investors in countries or territories that are contracting parties to the WTO, unless otherwise provided by Vietnam’s law or treaties between Vietnam and such countries or territories.

8. Foreign investors regulated by investment treaties that provide market access conditions applicable to such investors more favorable than those provided by Vietnam’s law may apply market access conditions provided in such treaties.

9. Foreign investors regulated by investment treaties that contain different provisions on market access conditions may apply market access conditions for all sectors and trades provided by one of such treaties. If having decided to apply market access conditions under an investment treaty (which is a new treaty or is revised after its effective date and applies to such investors), foreign investors shall exercise their rights and perform their obligations in accordance with all provisions of such treaty.

10. Restrictions on holding rate of foreign investors under investment treaties shall be applied according to the following provisions:

a/ In case more than one foreign investor contribute capital to or purchase shares or contributed capital amounts of an economic organization and are the subjects of application of one or more investment treaty(ies), the total holding rate of all foreign investors in such economic organization must not exceed the highest rate specified by the treaty providing the holding rate of foreign investors for a specific sector or trade;

b/ In case more than one foreign investor in the same country or territory contribute capital to or purchase shares or contributed capital amounts of an economic organization, the total holding rate of all of these investors must not exceed the holding rate specified by the investment treaty applicable to such investors;

c/ For public companies, securities companies, securities investment fund management companies, securities investment funds, or securities investment companies defined by the law on securities, in case the law on securities contains other provisions on the holding rate of foreign investors, such provisions shall apply;

d/ In case an economic organization conducts more than one sector or trade while investment treaties contain different provisions on the holding rate of foreign investors, the holding rate of foreign investors in such economic organization must not exceed the restriction on foreign holding rate for sectors and trades subject to the floor foreign holding rate.

Article 18. Posting and updating of information on market access conditions applicable to foreign investors

1. The Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, reviewing and summarizing market access conditions applicable to foreign investors in the sectors and trades specified in Appendix I to this Decree for posting to the National Investment Portal.

2. To-be-posted contents specified in Clause 1 of this Article include:

a/ Sectors and trades in which foreign investors are subject to market access restrictions as specified in Appendix I to this Decree;

b/ Bases for application of market access conditions to foreign investors as specified in Clause 1, Article 15 of this Decree;

c/ Market access conditions applicable to foreign investors as specified in Clause 3, Article 9 of the Law on Investment.

3. In case laws or resolutions of the National Assembly, ordinances or resolutions of the National Assembly Standing Committee, or decrees of the Government and investment treaties provide market access conditions for foreign investors which, however, have not yet been updated in the List of sectors and trades in which foreign investors are subject to market access restrictions and the contents specified in Clause 2 of this Article, such laws, resolutions, ordinances or decrees shall apply. The updating of contents specified in Clause 2 of this Article must comply with Clause 3, Article 12 of this Decree.

4. The review, summarization, posting, proposal on revision, and evaluation of the actual application of the List of sectors and trades in which foreign investors are subject to market access restrictions must comply with relevant provisions of Articles 12, 13 and 14 of this Decree with regard to the list of sectors and trades subject to conditional business investment.

Chapter III

INVESTMENT INCENTIVES AND SUPPORTS

Article 19. Subjects eligible for investment incentives

Subjects eligible for investment incentives specified in Clause 2, Article 15 of the Law on Investment:

1. Investment projects in sectors and trades eligible for investment incentives or sectors and trades eligible for special investment incentives as provided in Appendix II to this Decree.

2. Investment projects in geographical areas with difficult socio-economic conditions or geographical areas with extremely difficult socio-economic conditions as provided in Appendix III to this Decree.

3. Investment projects each capitalized at VND 6 trillion or more, which are eligible for investment incentives specified at Point c, Clause 2, Article 15 of the Law on Investment if fully satisfying the following conditions:

a/ Having disbursed at least VND 6 trillion in 3 years after obtaining an investment registration certificate, or a decision on investment policy approval simultaneously with investor approval or a decision on investor approval (for projects not subject to grant of investment registration certificates);

b/ Earning a total turnover of at least VND 10 trillion in each year within 3 years from the year of turnover generation, or employing 3,000 or more regular workers in each year within 3 years from the year of turnover generation.

4. Investment projects eligible for investment incentives specified at Point d, in Clause 2, Article 15 of the Law on Investment include:

a/ Investment projects on construction of social houses as specified by the housing law;

b/ Investment projects in rural areas employing 500 regular workers or more every year as specified by the labor law (excluding part-timers and workers under labor contracts of a term of under 12 months);

c/ Investment projects employing every year persons with disabilities accounting for 30% or more of total regular workers in accordance with the law on people with disabilities and the labor law.

5. Hi-tech enterprises, science and technology enterprises, and science and technology organizations; projects involving transfer of technologies on the List of technologies eligible for transfer promotion; technology incubators and science and technology enterprise incubators; and enterprises producing and providing technologies, equipment, products and services meeting environmental protection requirements which are eligible for investment incentives as specified at Point dd, Clause 2, Article 15 of the Law on Investment are enterprises, organizations, establishments and investment projects satisfying the conditions specified by the law on science and technology; high technologies; technology transfer; or environmental protection.

6. Subjects eligible for investment incentives specified at Point e, Clause 2, Article 15 of the Law on Investment include:

a/ The Vietnam National Innovation Center established under the Prime Minister’s decision;

b/ Other innovation centers established by agencies, organizations or individuals to support the implementation of innovative startup investment projects, establishment of innovation enterprises, and performance of innovation promotion and research and development activities at such centers which satisfy conditions specified in Clause 7 of this Article;

c/ Innovative startup investment projects specified in Clause 8 of this Article;

d/ Projects to establish research and development centers.

7. Innovation centers specified at Point b, Clause 6 of this Article shall be eligible for investment incentives if satisfying the following conditions:

a/ Having functions of supporting, developing and connecting innovation enterprises with startup and innovation ecosystems;

b/ Having a number of technical infrastructure items to serve the support, development and connection of startup and innovation ecosystems, such as laboratories, divisions for trial production and technology commercialization and support for enterprises to develop sample products; having infrastructure facilities installed with technical equipment assisting enterprises in one or more activity(ies) of designing, testing, measuring, analyzing, assessing and inspecting products, goods and materials; having information technology infrastructure to provide support for enterprises and to be used as venues for events or for display and demonstration of innovative technologies and products;

c/ Having professional managerial staffs to provide support, development and connection services for enterprises operating at the centers; having networks of experts and providers of support, development and connection services for enterprises.

8. Innovative startup investment projects specified at Point c, Clause 6 of this Article are those falling into one of the following cases:

a/ Projects on manufacture of products based on inventions, utility solutions, industrial designs, layout designs of semiconductor integrated circuits, computer software, mobile phone applications, and cloud computing; production of new animal strains and breeds, new plant varieties, new aquatic breeds, and new forest tree cultivars; technical advances for which protection titles have been granted in accordance with the law on intellectual property or copyright or of which international registrations have been recognized under treaties to which Vietnam is a contracting party or which have been recognized by competent state agencies;

b/ Projects on manufacture of products created from projects on trial production, sample products and improvement of technologies; manufacture of products winning awards at national startup or innovative startup contests or scientific and technological awards under regulations on scientific and technological awards;

c/ Projects of enterprises operating at innovation centers or research and development centers;

d/ Projects on manufacture of cultural industry products under copyright or related rights for which protection titles have been granted in accordance with the law on intellectual property or copyright or of which international registrations have been recognized under treaties to which Vietnam is a contracting party.

9. Product distribution chains of small- and medium-sized enterprises eligible for investment incentives as specified at Point g, Clause 2, Article 15 of the Law on Investment are networks of intermediaries distributing products of small- and medium-sized enterprises to consumers and satisfying the following conditions:

a/ At least 80% of enterprises participating in a chain are small- and medium-sized enterprises;

b/ A chain has at least 10 outlets for consumers;

c/ At least 50% of turnover of a chain comes from small- and medium-sized enterprises participating in the chain.

10. Small- and medium-sized enterprise incubators; technical establishments supporting small- and medium-sized enterprises; and co-working space in support of small- and medium-sized innovative startup enterprises eligible for investment incentives specified at Point g, Clause 2, Article 15 of the Law on Investment are establishments formed in accordance with the law on support for small- and medium-sized enterprises.

Article 20. Principles of application of investment incentives

1. Investment projects specified in Clause 3, Article 19 of this Decree are eligible for investment incentives like investment projects in geographical areas with extremely difficult socio-economic conditions.

2. Investment projects in rural areas employing 500 workers or more and projects employing persons with disabilities specified at Points b and c, Clause 4, Article 19 of this Decree are eligible for investment incentives like investment projects in geographical areas with difficult socio-economic conditions.

3. Investment projects in sectors or trades eligible for investment incentives and implemented in geographical areas with difficult socio-economic conditions are eligible for investment incentives like investment projects in geographical areas with extremely difficult socio-economic conditions.

4. Specific incentive levels for the investment projects specified in Clauses 1, 2 and 3 of this Article must comply with the tax, accounting and land laws.

5. For an investment project satisfying conditions for enjoyment of different investment incentive levels at a time, the investor may choose to enjoy the highest incentive level.

6. Special investment incentives and supports for the investment projects specified in Clause 2, Article 20 of the Law on Investment are as follows:

a/ Levels and period of application of special incentives in enterprise income tax, land rental and water surface rental must comply with the Law on Enterprise Income Tax and the land law;

b/ Special investment incentives and supports shall be applied to the Vietnam National Innovation Center established under the Prime Minister’s decision and all of its attached establishments located outside its head office;

c/ Investors requesting application of special investment incentives shall commit to satisfying the conditions on investment sectors and trades, total capital amount registered for investment, capital amount to be disbursed, and duration of disbursement specified at Points a and b, Clause 2, Article 20 of the Law on Investment, and other conditions stated in investment registration certificates, decisions on investment policy approval or written agreements with competent state agencies under the Prime Minister’s decisions;

d/ The Prime Minister shall decide on levels and period of application of special investment incentives based on criteria on high technology, technology transfer, and Vietnamese enterprises’ participation in chains, and domestic production value for the investment projects specified in Clause 2, Article 20 of the Law on Investment.

7. Investment incentives in case of division, splitting, consolidation, merger or transformation of economic organizations (below collectively referred to as reorganization of economic organizations); or division, splitting, merger or transfer of investment projects are as follows:

a/ Economic organizations formed on the basis of reorganization of economic organizations or investors acquiring investment projects may inherit investment incentives (if any) applicable to investment projects before the reorganization or transfer if they still satisfy the conditions for enjoyment of such investment incentives;

b/ Investment projects formed on the basis of division or splitting of projects that satisfy the conditions for enjoyment of certain investment incentive levels are eligible for such incentive levels for the remaining period of incentive enjoyment before the division or splitting;

c/ Investment projects formed on the basis of merger of projects continue to be eligible for investment incentives under the conditions for incentive enjoyment before the merger if they still satisfy law-specified conditions. In case a merged project satisfies conditions for enjoyment of different investment incentives, the investor may be entitled to investment incentives under each of such conditions for the remaining period of incentive enjoyment.

8. In case industrial parks or export processing zones established under the Government’s regulations are excluded from master plans or used for other purposes as approved by competent authorities, or in case investment projects on construction and commercial operation of infrastructure in industrial parks or export processing zones terminate their operation in accordance with the law on investment, investment projects implemented in industrial parks or export processing zones continue to be eligible for investment incentives under their investment licenses, business licenses, investment incentive certificates, investment certificates, investment registration certificates, documents on investment policy decision, decisions on investment policy approval, or other documents (if any) issued by competent state agencies and providing investment incentives or under regulations effective at the time of investment in industrial parks or export processing zones (if one of the above papers is not available).

Article 21. Identification of geographical areas eligible for investment incentives in case of adjustment of administrative boundaries

1. In case an administrative unit is newly established under the National Assembly Standing Committee’s or Government’s resolution on adjustment of administrative boundaries (division, splitting or upgrading of an existing administrative unit in the geographical area eligible for investment incentives) as a result of rearrangement or adjustment of boundaries of commune-level administrative units in geographical areas with different socio-economic conditions but not yet regarded as geographical areas eligible for investment incentives:

a/ The newly established administrative unit shall be regarded as a geographical area eligible for investment incentives based on the majority of commune-level administrative units currently enjoying investment incentives;

b/ In case the number of commune-level administrative units in geographical areas with extremely difficult socio-economic conditions is equal to that in geographical areas with difficult socio-economic conditions, the newly established administrative unit shall be regarded as a geographical area with extremely difficult socio-economic conditions;

c/ In case the number of commune-level administrative units in geographical areas with difficult socio-economic conditions is equal to that in geographical areas other than those eligible for investment incentives, the newly established administrative unit shall be regarded as a geographical area with difficult socio-economic conditions;

d/ In case the number of commune-level administrative units in geographical areas with extremely difficult socio-economic conditions is equal to that in geographical areas other than those eligible for investment incentives, the newly established administrative unit shall be regarded as a geographical area with extremely difficult socio-economic conditions.

2. When having its administrative boundaries adjusted, a commune-level unit is eligible for investment incentives applicable to its receiving district-level geographical area.

Article 22. Adjustment of investment incentives

1. An investment project currently eligible for investment incentives and additionally satisfying conditions for enjoyment of higher incentives or enjoyment of new incentives is eligible for either of such incentives for the remaining period of incentive enjoyment.

2. Investors are not entitled to incentives stated in investment registration certificates or decisions on investment policy approval or incentives determined by themselves in case their investment projects do not satisfy the conditions for enjoyment of investment incentives stated in investment registration certificates, decisions on investment policy approval, decisions on investment policy approval simultaneously with investor approval, or decisions on investor approval, or do not satisfy the conditions for enjoyment of investment incentives determined by themselves. In case their investment projects satisfy conditions for enjoyment of other investment incentives, investors are entitled to incentives under such conditions.

3. If an investment project does not satisfy conditions for enjoyment of investment incentives for a certain duration in the period of incentive enjoyment, the investor is not entitled to investment incentives for such duration.

Article 23. Procedures for application of investment incentives

1. Decisions on investment policy approval, investment registration certificates, or decisions on investor approval must specify forms, and bases and conditions for application, of investment incentives as specified in Articles 15 and 16 of the Law on Investment and Article 19 of this Decree.

2. Based on investment incentives specified in decisions on investment policy approval, investment registration certificates, or decisions on investor approval, investors shall carry out procedures for enjoyment of investment incentives at investment incentive-applying agencies for each type of incentives.

3. Grounds for application of investment incentives to a number of enterprises and investment projects specified in Clause 5, Article 19 of this Decree are:

a/ Science and technology enterprise certificates, for science and technology enterprises;

b/ Hi-tech agriculture enterprise certificates, for hi-tech agriculture enterprises;

c/ Hi-tech project certificates, for hi-tech projects;

d/ Written certifications of incentives for production of supporting industry products, for supporting industry projects; or,

dd/ Certificates of transfer of technologies eligible for transfer promotion under the Prime Minister’s regulations, for projects involving transfer of technologies on the list of technologies eligible for transfer promotion.

4. For investment projects other than those specified in Clauses 2 and 3 of this Article, investors shall base themselves on subjects eligible for investment incentives mentioned in Article 19 of this Decree and relevant regulations to determine investment incentives and carry out procedures for enjoyment of investment incentives at investment incentive-applying agencies for each type of incentives.

Article 24. Issuance, modification and supplementation of the List of sectors and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives

1. Based on socio-economic development conditions and investment attraction demand in each period and at the proposal of ministries, ministerial-level agencies or provincial-level People’s Committees, the Ministry of Planning and Investment shall propose the Government to modify and supplement the List of sectors and trades eligible for investment incentives and the List of geographical areas eligible for investment incentives in accordance with this Decree.

2. Ministries, ministerial-level agencies, and People’s Councils and People’s Committees at all levels may not promulgate policies on investment incentives and supports in contravention of the Law on Investment, this Decree, the tax, state budget and land laws, and relevant laws.

Chapter IV

IMPLEMENTATION OF INVESTMENT PROJECTS

Section 1

GENERAL PROVISIONS ON IMPLEMENTATION OF INVESTMENT PROJECTS

Article 25. Investors’ security for implementation of projects

1. Except the cases specified at Points a, b, c and d, Clause 1, Article 43 of the Law on Investment, investors shall make deposits or obtain guarantees of credit institutions or foreign bank branches established in accordance with Vietnam’s law (below collectively referred to as credit institutions) for deposit obligation to secure the implementation of investment projects for which the State allocates or leases land or permits change of land use purposes.

2. In case of providing guarantee for deposit obligation, credit institutions shall pay deposit amounts payable by investors in one of the cases specified in Clause 10, Article 26 of this Decree.

3. Contracts on guarantee for deposit obligation between credit institutions and investors shall be signed and performed in accordance with the civil, credit and bank guarantee laws and relevant laws.

Article 26. Procedures for investors’ security for implementation of projects

1. Investors’ obligation to secure the implementation of projects specified in Clause 1, Article 25 of this Decree shall be performed on the basis of a written agreement between investment registration agencies and investors. An agreement on security for implementation of an investment project must have the following principal contents:

a/ Name, objectives, location, size, investment capital, implementation schedule, and operation duration of the project as provided in the decision on investment policy approval, decision on investment policy approval simultaneously with investor approval, or investment registration certificate;

b/ Measure of security for implementation of the project (deposit or guarantee for deposit obligation as specified in Clause 1, Article 25 of this Decree);

c/ The amount used as security for implementation of the project, which shall be determined under Clauses 2, 3 and 4 of this Article;

d/ Time and duration of security for implementation of the project as specified in Clauses 5, 6 and 7 of this Article;

dd/ Conditions for refund, adjustment or termination of security for implementation of the project as specified in Clause 9 of this Article;

e/ Handling measures in the cases specified in Clause 10 of this Article;

g/ Other rights, obligations and responsibilities of the parties regarding the contents specified at Points a thru e of this Clause;

h/ Other contents as agreed upon by the parties not in contravention of the Law on Investment, this Decree and relevant regulations.

2. The level of security for implementation of an investment project shall be calculated in percentage of the project’s investment capital, specifically as follows:

a/ For the capital amount of up to VND 300 billion, the security level is 3%;

b/ For the capital amount of between over VND 300 billion and VND 1 trillion, the security level is 2%;

c/ For the capital amount of over VND 1 trillion, the security level is 1%.

3. The investment capital of an investment project which serves as a basis for calculating the level of security for implementation of the project as specified in Clause 2 of this Article is exclusive of land use levy or land rental payable to the State and expenses (if any) for construction of works under the project which the investor is obliged to hand over to the State for management after they are completed. If, at the time of signing an agreement on security for implementation of an investment project, it is not yet possible to accurately determine expenses for construction of works to be handed over to the State, the investment registration agency shall base itself on cost estimates stated in the investor’s project proposal to determine the amount used as security for project implementation.

4. Except the projects not eligible for investment incentives specified in Clause 5, Article 15 of the Law on Investment, an investor may be entitled to a reduction of the amount used as security for implementation of its/his/her project in the following cases:

a/ A 25% reduction, for investment projects in sectors or trades eligible for investment incentives provided in Appendix II to this Decree; and investment projects in geographical areas with difficult socio-economic conditions provided in Appendix III to this Decree;

b/ A 50% reduction, for investment projects in sectors or trades eligible for special investment incentives provided in Appendix II to this Decree; investment projects in geographical areas with extremely difficult socio-economic conditions provided in Appendix III to this Decree; and investment projects in sectors or trades eligible for investment incentives implemented in geographical areas with difficult socio-economic conditions.

5. Time of and time limit for providing security for implementation of projects:

a/ Investors shall pay deposits or submit certificates of guarantee of credit institutions for their deposit obligation after having obtained a decision on investment policy approval simultaneously with investor approval or decision on investor approval or decision on approval of auction-wining results and before organizing the implementation of a competent authority-approved plan on compensation, support and resettlement (in case investors do not make advance payment of amounts for compensation, support and resettlement) or before the issuance of a decision on land allocation, land lease or permission for land use purpose change (in case investors have made advance payment of amounts for compensation, support and resettlement or in case investors have been selected to implement projects through auction of land use rights in which they are leased land by the State and pay land rental on an annual basis);

b/ The time limit for security for implementation of a project shall be counted from the time of performance of the obligation specified at Point a of this Clause to the time the deposit amount is refunded to the concerned investor or remitted into the state budget or to the time of termination of effect of the guarantee.

6. For an investment project to be implemented in different phases, the payment and refund of deposits or the payment, adjustment or termination of guarantee shall be applied to each phase as stated in the agreement on security for project implementation. The investor may transfer the remaining deposit or guarantee amount in the current phase for use as security for project implementation for the subsequent phase without having to refund the remaining deposit amount or terminate the effect of guarantee for the current phase and shall additionally pay the difference (if any) between the deposit or guarantee amount for the subsequent phase and that for the current phase.

7. In case an investor makes advance payment of the amount for compensation, support and resettlement to a competent state agency for implementation of the approved plan on compensation, support and resettlement:

a/ If the advanced amount is equal to or larger than the level of security for project implementation specified in Clause 2 of this Article, the investor is not required to pay a deposit or submit a credit institution’s certificate of guarantee at the time specified at Point a, Clause 5 of this Article;

b/ If the advanced amount is smaller than the level of security for project implementation specified in Clause 2 of this Article, the investor shall pay a deposit or submit a credit institution’s certificate of guarantee which is equal to the difference between the advanced amount and the level of security for project implementation specified in Clause 2 of this Article at the time specified at Point a, Clause 5 of this Article;

c/ If falling into a case specified at Point a or b of this Clause, the investor shall pay a deposit to the investment registration agency under this Article when the implementation of its/his/her project falls behind the schedule stated in the decision on investment policy approval, decision on investment policy approval simultaneously with investor approval, or investment registration certificate.

8. Amounts of security for project implementation shall be remitted into accounts of investment registration agencies opened at commercial banks established in accordance with Vietnam’s law as chosen by investors. Investors shall bear all expenses related to the opening and maintenance of such accounts and performance of transactions related to their accounts. In case an investor wishes to implement different projects for which it/he/she has to sign an agreement on security for project implementation with the same investment registration agency, the investor may reach agreement with the investment registration agency on the use of one account for receiving amounts of security for project implementation, for projects to be implemented in the geographical area under such agency’s management.

9. The refund, adjustment or termination of the obligation to secure implementation of a project is as follows:

a/ To refund 50% of the paid deposit amount or reduce 50% of the guarantee amount at the time the investor obtains a competent state agency’s decision on land allocation, land lease, or permission for land use purpose change, and another license or approval document (if any) for carrying out construction activities;

b/ To refund the remaining deposit amount and interest (if any) on the deposit amount or terminate the effect of guarantee for deposit obligation at the time the investor completes pre-acceptance test of construction works;

c/ In case of reduction of investment capital of the project, the investor shall be entitled to refund of the deposit amount corresponding to the reduced capital amount under the decision on investment policy adjustment approval or modified investment registration certificate;

d/ In case of increase of investment capital of the project, the investor shall additionally pay a deposit amount or supplement deposit guarantee at a credit institution corresponding to the increased capital amount under the decision on investment policy adjustment approval or modified investment registration certificate. If having been refunded 50% of the paid deposit amount before the increase, the investor shall only pay an amount equal to 50% of the deposit amount to be additionally paid;

dd/ In case the project cannot be further implemented for a force majeure event or due to performance of administrative procedures of competent state agencies or for the reason that the project is required by a competent state agency to be adjusted in case of modification of relevant master plans, the investor may be considered for refund of the amount of security for project implementation or for termination of the obligation of security for project implementation;

e/ In case a domestic investor has obtained investment policy approval and is not subject to grant of investment registration certificate and, the adjustment of its/his/her investment project is not subject to investment policy adjustment under this Decree while adjustments result in a change in contents of the agreement on security for project implementation, the investor shall send a notice to the investment registration agency before the project adjustment. The investment registration agency and the investor shall adjust the agreement on security for project implementation in conformity with adjustments to the project.

10. The unrefunded amount of security for implementation of a project shall be remitted into the state budget in accordance with law in the following cases:

a/ The project is put into operation later than scheduled under the decision on investment policy approval or investment registration certificate while a competent state agency does not permit adjustment of the project’s schedule in accordance with the Law on Investment and this Decree;

b/ The project is subject to operation termination under Clause 2, Article 48 of the Law on Investment, except the case specified at Point a, Clause 2, Article 47 of the Law on Investment.

11. In case a credit institution provides guarantee for deposit obligation, if, by the date of expiration of the guarantee period, the investor does neither request extension of effect of guarantee nor obtain the investment registration agency’s opinion on termination of effect of guarantee, the credit institution shall transfer the guarantee amount into the investment registration agency’s account as deposit for security for project implementation.

Article 27. Operation duration of investment projects

1. The operation duration of an investment project specified in Clause 1 or 2, Article 44 of the Law on Investment shall be counted from the date the investor obtains a decision on investor approval, decision on investment policy approval simultaneously with investor approval, or investment registration certificate for the first time. The operation duration of an investment project for which the State allocates or leases land or permits land use purpose change shall be counted from the date the investor obtains a decision on land allocation, decision on land lease or decision on permission for land use purpose change. In case the investor has obtained the decision on land allocation, decision on land lease or decision on permission for land use purpose change but the handover of land is delayed, the project’s operation duration shall be counted from the date of handover of land on the field.

2. In the course of implementation of its/his/her investment project, an investor may increase or reduce the project’s operation duration. The project’s operation duration after the increase or reduction must not exceed the operation duration specified in Clause 1 or 2, Article 44 of the Law on Investment.

3. Based on objectives, size, location, and operation requirements of an investment project, an agency competent to approve investment policy and investment registration agency shall consider and decide on or adjust the operation duration of the project under Clause 1 or 2 of this Article.

4. Except the cases specified at Points a and b, Clause 4, Article 44 of the Law on Investment, if an investor wishes to continue implementing its/his/her investment project till the end of its operation duration, an agency competent to approve investment policy and investment registration agency may consider and decide to extend the operation duration of such project if it satisfies the following conditions:

a/ Being conformable with the relevant national master plan, regional master plan, provincial master plan, urban master plan, and master plan on special administrative-economic units (if any); being in line with urban development objectives and orientations and housing developing programs and plans (for projects on construction of houses or urban centers);

b/ Satisfying the conditions for land allocation or land lease specified by the land law (for cases of request for extension of land use duration).

5. The to-be-extended operation duration of an investment project specified in Clause 4 of this Article shall be considered on the basis of objectives, size, location and operation requirements of the project and must not exceed the maximum duration specified in Clause 1 or 2, Article 44 of the Law on Investment.

6. In case an investment project satisfies the condition for extension of operation duration specified at Point b, Clause 4 of this Article but does not satisfy the condition specified at Point a, Clause 4 of this Article, an agency competent to approve investment policy and investment registration agency shall consider extending the operation duration of such project on an annual basis until the district-level annual land use plan is approved in accordance with the land law. The investor shall only carry out procedures for extension of the operation duration of its/his/her project for the first year of extension.

7. The determination of the operation duration of an investment project involving a commitment on transfer of the investor’s assets to the Vietnamese State or Vietnamese partner without compensation after termination of the project’s operation duration must comply with Clause 3, Article 124 of this Decree.

8. The determination of land-related financial obligations toward the State in case of adjustment or extension of the operation duration of investment projects must comply with the land law and relevant laws.

9. Procedures for adjustment or extension of the operation duration of investment projects must comply with Article 55 of this Decree.

10. Investment projects that use outdated technologies, potentially causing environmental pollution or being resource-intensive specified at Point a, Clause 4, Article 44 of the Law on Investment and are not eligible for adjustment or extension of operation duration include:

a/ Projects that use technological lines that operate without complying with the national technical regulation on energy safety and conservation and environmental protection during operation; or projects with the remaining capacity (calculated according to quantity of products turned out from technological lines per unit of time) or performance of technological lines smaller than 85% of the designed capacity or performance; or with the ratio of wasted materials or energy exceeding15% of the designed ratio.

In case there is no national technical regulation on energy safety and conservation and environmental protection related to projects’ technological lines, it is recommended to apply technical norms of a relevant technical standard of Vietnam or the national standard of one of G7 countries or of the Republic of Korea on energy safety and conservation and environmental protection;

b/ Projects that use machinery or equipment for manufacture under HS headings of Chapters 84 and 85 of Vietnam’s Nomenclature of Exports and Imports whose age exceeds 10 years or which operate without satisfying the national technical regulation on energy safety and conservation and environmental protection. In case there is no national technical regulation on energy safety and conservation and environmental protection related to projects’ machinery and equipment, it is recommended to apply technical norms of a relevant technical standard of Vietnam or the national standard of one of G7 countries or of the Republic of Korea on energy safety and conservation and environmental protection.

The Ministry of Science and Technology shall guide the identification of machinery and equipment in some sectors whose age exceeds 10 years but which are not classified as outdated technologies, potentially causing environmental pollution or being resource-intensive.

11. The identification of investment projects using outdated technologies, potentially causing environmental pollution or being resource-intensive specified in Clause 10 of this Article is as follows:

a/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related agencies in, organizing the identification of technologies used by investment projects subject to investment policy approval by the National Assembly or Prime Minister;

b/ Specialized science and technology agencies of provincial-level People’s Committees shall assume the prime responsibility for, and coordinate with related agencies in, organizing the identification of technologies used by investment projects other than those specified at Point a of this Clause;

c/ Funds for identification of technologies shall be allocated from the state budget. In case an investment project has its operation duration extended, the investor shall pay all expenses for identification of technologies;

d/ Dossiers, order and procedures for identification of investment projects that use outdated technologies, potentially causing environmental pollution or being resource-intensive must comply with the Prime Minister’s regulations.

Article 28. Determination and assessment of investment capital value; inspection of machinery, equipment and technological lines

1. Capital registered for implementation of investment projects shall be determined on the basis of:

a/ Capital contributed by investors in money, machinery, equipment, value of intellectual property rights, technologies, technical know-how, value of land use rights, and other assets as specified by the civil law and investment treaties;

b/ Capital raised for implementation of investment projects;

c/ Profits (if any) retained by investors for reinvestment.

2. Implemented investment capital of investment projects shall be determined on the basis of capital contributed or raised by investors and profits retained for reinvestment in the course of project implementation. Investors shall determine by themselves the value of disbursed investment capital of their investment projects after such projects are put into operation.

3. Independent assessment of investment capital value or independent inspection of quality and value of machinery, equipment and technological lines after an investment project is put into operation under Clause 3, Article 45 of the Law on Investment shall be carried out in the following cases:

a/ The state management agency in charge of investment or tax administration office has grounds to believe that the investor has made untruthful, inaccurate and incomplete declarations of investment capital value in accordance with the tax and tax administration laws;

b/ The state management agency in charge of investment or state management agency in charge of science and technology has grounds to believe that the investor shows a sign of violation of regulations on technology application and transfer in the course of implementation of the investment project in accordance with the law on technology transfer.

4. In a case specified at Point a, Clause 3 of this Article, the tax administration agency shall carry out assessment to determine tax amounts payable by the investor; the state management agency in charge of investment shall hire an independent assessment organization to assess investment capital value of the project.

5. For a case specified at Point b, Clause 3 of this Article:

a/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related agencies in, organizing inspection of quality and value of machinery, equipment and technological lines of projects subject to investment policy approval by the National Assembly or Prime Minister;

b/ A specialized agency in charge of science and technology under a provincial-level People’s Committee shall assume the prime responsibility for, and coordinate with related agencies in, organizing inspection of quality and value of machinery, equipment and technological lines of projects other than those specified at Point a of this Clause;

c/ Inspection of quality and value of machinery, equipment and technological lines shall be carried out by consulting a science and technology advisory council or an independent inspection organization or expert regarding machinery, equipment and technologies used in the course of investment project implementation;

d/ Dossiers, order and procedures for inspection of machinery, equipment and technological lines must comply with relevant regulations of the Prime Minister.

6. Expenses for assessment or inspection under Clause 4 or 5 of this Article shall be covered by the state budget. In case assessment or inspection results lead to an increase in the tax obligation toward the State, investors shall bear assessment or inspection expenses.

Section 2

APPROVAL OF INVESTMENT POLICY AND INVESTOR SELECTION

Article 29. Approval of investment policy and investor selection

1. Agencies competent to approve investment policy are specified in Articles 30, 31 and 32 of the Law on Investment (below referred to as investment policy-approving agencies). In case an investment project has objectives and contents subject to investment policy approval by different investment policy-approving agencies, the agency with the highest competence shall approve investment policy for the whole project.

2. For an investment project subject to investment policy approval specified in Article 30, 31 or 32 of the Law on Investment, the investment policy-approving agency shall consider and approve investment policy and decide on the form of investor selection for project implementation below:

a/ Auction of land use rights in case land is allocated or leased for implementation of investment projects subject to auction of land use rights in accordance with the land law and the land plot where the investment project is expected to be implemented has been cleared. In this case, the investment policy-approving agency shall assign a competent state agency to organize auction of land use rights in accordance with the land law for selection of an investor to implement the project;

b/ Bidding for investor selection for investment projects subject to bidding for investor selection in accordance with the bidding law, law on mobilization of social resources and relevant specialized laws and ineligible for auction of land use rights under Point a of this Clause. The investment policy-approving agency shall assign a competent state agency to organize bidding for investor selection for project implementation in accordance with the bidding law. A decision on investment policy approval concurrently serves as a decision on approval of the list of investment projects as specified by the bidding law;

c/ For investment projects specified in Clause 4, Article 29 of the Law on Investment and projects other than those specified at Points a and b of this Clause, the investment policy-approving agency shall consider and approve investment policy simultaneously with approval of investors for project implementation selected not through auction of land use rights or bidding for investor selection under Clause 5 of this Article.

3. The approval of investors under Clause 3, Article 29 of the Law on Investment shall be carried out in the following cases:

a/ Auction of land use rights has been organized but there is only one investor registering for participation in the auction or such an auction has been unsuccessfully organized at least twice in accordance with the land law;

b/ A list of projects has been published in accordance with the bidding law but there is only one investor registering for participation in the bidding and satisfying preliminary capacity and experience requirements or there are more than one investor registering for participation in the bidding but only one of them satisfies preliminary capacity and experience requirements in accordance with the bidding law;

c/ The competent state agency organizing auction or bidding shall consider satisfaction of the conditions specified at Point a or b of this Clause and notify such in writing to the investment registration agency and investors (if any) for carrying out procedures for investor approval under Clauses 1, 2 and 3, Article 30 of this Decree.

4. An investor selected under Point a or b, Clause 2 of this Article shall organize project implementation according to the following provisions:

a/ The competent agency shall decide on approval of auction-winning results or approval of investor selection results in accordance with the land law or bidding law. A decision on approval of auction-winning results or decision on approval of investor selection results shall be sent to the investment policy-approving agency, investment registration agency and investor;

b/ The auction- or bid-winning investor shall carry out procedures for land allocation or land lease in accordance with the land law or bidding law and organize investment project implementation under the decision on investment policy approval, decision on approval of auction-winning results or decision on approval of investor selection results.

5. For the investment projects specified at Point c, Clause 2 of this Article, the investment policy-approving agency shall consider and approve investment policy simultaneously with approval of investors selected not through auction of land use rights or bidding for investor selection in the following cases:

a/ Investors with land use rights are investors currently using land allocated or leased by the State or having their land use rights recognized by the State or acquiring land use rights in accordance with the land law and, by the time of submission of dossiers of request for investment policy approval, the land plots currently used by investors are not on the list of projects subject to land recovery for national defense or security purpose or land recovery for socio-economic development for national or public interests as approved by provincial-level People’s Councils, unless they are using land due to extension of operation duration of their investment projects under Clause 6, Article 27 of this Decree;

b/ Investors are permitted by competent state agencies to acquire agricultural land use rights, contributed as capital or leased for implementation of non-agricultural production or business investment projects in accordance with the land law;

c/ Investors implement investment projects in industrial parks or hi-tech parks;

d/ Projects are other than those specified at Points a and b, Clause 2 of this Article;

dd/ Other cases not subject to auction of land use rights or bidding for investor selection as specified by the land law or bidding law and relevant laws.

6. The competence, dossiers, order and procedures for investor approval and investment policy approval must comply with Articles 30, 31, 32 and 33 of this Decree.

7. For an investment project specified at Point c, d or dd, Clause 5 of this Article for which there are two or more investors submitting valid dossiers of request for implementation in a location within 20 days (for projects subject to investment policy approval by the Prime Minister) or 15 days (for projects subject to  investment policy approval by provincial-level People’s Committees) from the date of receipt of the first investor’s valid dossier, the Ministry of Planning and Investment or investment registration agency shall:

a/ Notify in writing investors of performance of procedures for investment policy approval and investor selection under this Clause within 25 days (for projects subject to investment policy approval by the Prime Minister) or 20 days (for projects subject to investment policy approval  by provincial-level People’s Committees) from the date of receipt of the first investor’s valid dossier; and refuse to examine and return dossiers of other investors (if any) submitted beyond the time limit of within 20 days (for projects subject to investment policy approval  by the Prime Minister) or 15 days (for projects subject to investment policy approval by provincial-level People’s Committees) from the date of receipt of the first investor’s valid dossier; 

b/ Carry out procedures for investment policy approval under Article 32 or 33 of this Decree based on investment project proposal of the first investor. In case the investment project proposal of the first investor fails to satisfy the conditions specified in Clause 3, Article 33 of the Law on Investment, carry out procedures for investment policy approval on the principle of considering all investment project proposals of subsequent investors one after another;

c/ Based on a request of the Ministry of Planning and Investment or investment registration agency, the investment policy-approving agency shall consider and approve investment policy and assign a competent state agency to choose to apply the bidding law in organizing selection of investors from among those having submitted valid dossiers;

d/ Selected investors shall carry out procedures for investor approval under Clause 2 or 4, Article 30 of this Decree.

Article 30. Procedures for investor approval

1. The only investor that has registered for participation in auction or the investor proposed to implement an investment project after the auction has been organized unsuccessfully at least twice under Point a, Clause 3, Article 29 of this Decree may be considered for approval according to the following procedures:

a/ The investor shall submit 4 sets of the dossier of request for investor approval to the investment registration agency, each of which must comprise a written request for investor approval and the documents specified at Points b, c, e, g and h, Clause 1, Article 33 of the Law on Investment;

b/ Within 3 working days after receiving a valid dossier, the investment registration agency shall send such dossier to related state agencies to solicit their opinions on satisfaction of the requirements specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment. For a project for which investment policy has been approved by the National Assembly or Prime Minister, the investment registration agency shall concurrently send such dossier to the Ministry of Planning and Investment for opinion;

c/ Within 15 days after receiving a request for opinion of the investment registration agency, the consulted agencies shall send their opinions on contents falling under their state management to the investment registration agency;

d/ Within 25 days after receiving a valid dossier specified at Point a of this Clause, the investment registration agency shall make an appraisal report with the contents specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment, then submit it to the provincial-level People’s Committee;

dd/ Within 7 working days after receiving the dossier and appraisal report, the provincial-level People’s Committee shall approve the investor and send the investor approval decision to the Ministry of Planning and Investment (for projects for which investment policy has been approved by the National Assembly or Prime Minister); the auction-organizing agency; the investment registration agency, and the investor.

2. An investor that satisfies the conditions specified at Point b, Clause 3, Article 29 of this Decree may be considered for approval according to the following procedures:

a/ The investor shall submit 4 sets of the dossier of request for investor approval to the investment registration agency, each of which must comprise a written request for investor approval and the documents specified at Points b, c, e, g and h, Clause 1, Article 33 of the Law on Investment;

b/ Within 3 working days after receiving a valid dossier, the investment registration agency shall send a report on results of preliminary evaluation of capacity and experience and the dossier specified at Point a of this Clause to related state agencies to solicit their opinions on satisfaction of the requirements specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment. For a project for which investment policy has been approved by the National Assembly or Prime Minister, the investment registration agency shall concurrently send such dossier to the Ministry of Planning and Investment for opinion;

c/ Within 15 days after receiving a request for opinion of the investment registration agency, the consulted agencies shall send their opinions on the contents falling under their state management to the investment registration agency;

d/ Within 25 days after receiving a valid dossier specified at Point a of this Clause, the investment registration agency shall make an appraisal report with the contents specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment, then submit it to the provincial-level People’s Committee;

dd/ Within 7 working days after receiving the dossier and report, the provincial-level People’s Committee shall approve the investor and send the investor approval decision to the Ministry of Planning and Investment (for projects for which investment policy has been approved by the National Assembly or Prime Minister) and the investor.

3. In case a ministry, ministerial-level agency or government-attached agency organizes a bidding, it shall make a report on results of preliminary evaluation of capacity and experience and approve an investor that satisfies the requirements specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment. The investor approval decision shall be sent to the Ministry of Planning and Investment (for projects for which investment policy has been approved by the National Assembly or Prime Minister), the investment registration agency, and the investor.

4. Procedures for approval of an investor for an investment project to be implemented in an economic zone specified in Clause 2, Article 32 of the Law on Investment are as follows:

a/ The investor shall submit 4 sets of the dossier of request for investor approval to the economic zone management board, each of which must comprise a written request for investor approval and the documents specified at b, c, e, g and h, Clause 1, Article 33 of the Law on Investment;

b/ The economic zone management board shall send such dossier to related state agencies to solicit their opinions under Point b, Clause 1 or Point b, Clause 2 of this Article; 

c/ Within 15 days after receiving a request of the economic zone management board for opinion, the consulted agencies shall send their opinions on the contents falling under their state management to the economic zone management board;

d/ The economic zone management board shall approve the investor within 25 days after receiving a valid dossier specified at Point a of this Clause.

Article 31. Dossiers and procedures for making and appraisal of requests for investment policy approval

1. Dossiers of request for approval of investment policy for investment projects shall be made under Clause 1 or 2, Article 33 of the Law on Investment and Clauses 2 and 3 of this Article.

2. Documents and papers explaining a proposed form of investor selection under Clause 1 or 2, Article 33 of the Law on Investment include:

a/ A copy of the list of projects involving land recovery approved by the provincial-level People’s Council; papers proving that land plots have been cleared (if any) and other explanatory documents (if any) in case of a proposed form of investor selection through auction of land use rights in accordance with the land law;

b/ A copy of the list of projects involving land recovery approved by the provincial-level People’s Council; papers proving that land plots have not been cleared (if any) and other explanatory documents (if any) in case of a proposed form of investor selection through bidding for land-using projects. In this case, total expenses for project implementation in the investment project proposal shall be preliminarily determined based on the total investment of the project in accordance with the construction law, excluding expenses for compensation, support and resettlement.

In case of bidding for investor selection in accordance with the law on mobilization of social resources and relevant specialized laws, documents explaining legal grounds and conditions for application of the form of investor selection through bidding must comply with the law on mobilization of social resources and relevant specialized laws;

c/ A document proving that the project is not on the list of projects involving land recovery approved by the provincial-level People’s Council; a valid copy of the land allocation decision or land lease decision, land use rights lease contract or land use rights certificate, certificate of house ownership and residential land use rights, or certificate of land use rights or house and land-attached asset ownership in case of proposing investment policy approval simultaneously with investor approval, for investors with land use rights specified at Point a, Clause 4, Article 29 of the Law on Investment;

d/ A valid copy of a document of the competent People’s Committee approving receipt of land use rights transferred, contributed as capital or leased for implementation of the project and valid copies of other documents on agreement on use of a location for implementation of the project in case of proposing investment policy approval simultaneously with investor approval, for investors that receive agricultural land use rights transferred, contributed as capital or leased for implementation of non-agricultural production or business investment projects under Point b, Clause 4, Article 29 of the Law on Investment.

3. For a construction investment project, the project proposal must cover:

a/ Contents specified at Point d, Clause 1, or Point b, Clause 2, Article 33 of the Law on Investment; commentaries on satisfaction of urban development objectives and orientations, house development programs and plans; projected division of the project into component projects (if any); a preliminary plan on investment phasing meeting the requirement of synchronism; preliminary structure of housing products and land areas reserved for development of social houses; a preliminary plan on construction investment and management of urban infrastructure facilities inside and outside the project, including a preliminary proposal on urban infrastructure facilities to be retained by the investor for commercial operation and those to be handed over or proposed by the investor for handover to the locality, for investment projects on construction of houses or urban centers.

For an urban center project, in case the construction law requires making of a prefeasibility study report, the investor or competent state agency may submit or use such prefeasibility study report in substitution for investment project proposal, including a preliminary proposal on urban infrastructure facilities to be retained by the investor for commercial operation and those to be handed over or proposed by the investor for handover to the locality;

b/ Contents specified at Point d, Clause 1, or Point b, Clause 2, Article 33 of the Law on Investment, and projected division of the project into component projects (if any), for construction investment projects other than those specified at Point a of this Clause.

4. State agencies competent to make a dossier of request for investment policy approval for an investment project specified in Clause 1 or 2, Article 33 of the Law on Investment include:

a/ Ministries, ministerial-level agencies or provincial-level People’s Committees, which shall make a dossier of request for investment policy approval for projects subject to investment policy approval  by the National Assembly or Prime Minister;

b/ Specialized agencies of provincial-level People’s Committees; district-level People’s Committees; or industrial park, export processing zone, hi-tech park or economic zone management boards, which shall make a dossier of request for policy investment approval for investment projects subject to investment policy approval by provincial-level People’s Committees.

5. Agencies receiving dossiers of request for investment policy approval:

a/ The Ministry of Planning and Investment shall receive dossiers of request for investment policy approval for investment projects subject to investment policy approval by the National Assembly or Prime Minister;

b/ Provincial-level Departments of Planning and Investment shall receive dossiers of request for investment policy approval for investment projects subject to investment policy approval by provincial-level People’s Committees and located outside industrial parks, export processing zones, hi-tech parks or economic zones; investment projects implemented both inside and outside industrial parks, export processing zones, hi-tech parks or economic zones; investment projects in industrial parks, export processing zones, hi-tech parks or economic zones that have no management boards or fall beyond the scope of management by industrial park, export processing zone, hi-tech park or economic zone management boards;

c/ Industrial park, export processing zone, hi-tech park or economic zone management boards shall receive dossiers of request for investment policy approval for investment projects subject to investment policy approval by provincial-level People’s Committees and implemented in industrial parks, export processing zones, hi-tech parks or economic zones.

6. Contents of appraisal of a request for investment policy approval include:

a/ Contents specified in Clause 3, Article 33 of the Law on Investment;

b/ Legal grounds and conditions for application of the form of investor selection specified in Clause 1, Article 29 of the Law on Investment and Article 29 of this Decree.

7. Appraisal of conformity of an investment project with master plans under Point a, Clause 3, Article 33 of the Law on Investment:

a/ In case a national, regional or provincial master plan has not yet been decided or approved in accordance with the Planning Law, the evaluation of conformity of the investment project with such master plan shall be carried out under Point c, Clause 1, Article 59 of the Planning Law regarding implementation of master plans incorporated in national, regional or provincial master plans and the Government’s resolution promulgating the list of master plans incorporated in national, regional or provincial master plans;

b/ In case master plans incorporated in a national, regional or provincial master plan as specified at Point a of this Clause expire before such national, regional or provincial master plan is decided or approved, the former’s validity periods shall be extended until the latter is decided or approved;

c/ For an urban master plan, appraisal contents must include evaluation of conformity of the investment project with the detailed master plan (if any) and zoning plan (if any). In case such detailed plan or zoning plan has not yet been approved by a competent authority, the evaluation of conformity of the investment project with the general master plan shall be carried out.

8. Contents of appraisal of a request for investment policy approval simultaneously with investor approval include:

a/ Contents specified in Clause 4, Article 33 of the Law on Investment;

b/ Legal grounds and conditions for investor approval specified in Clause 1, Article 29 of the Law on Investment and Article 29 of this Decree;

c/ Evaluation of satisfaction of conditions specified by the construction, housing, urban development and real estate business laws (for investment projects on construction of houses, urban centers and real estate business).

9. The solicitation and giving of opinions in the course of appraisal of requests for investment policy approval shall be carried out on the principles specified in Clause 2, Article 6 of this Decree. In case the construction, housing, urban development and real estate business laws contain provisions on agencies to be consulted and contents put for solicitation of appraisal opinion, such provisions shall be complied with.

Article 32. Procedures for investment policy approval by the Prime Minister

1. Investment projects subject to investment policy approval by the Prime Minister are specified in Article 31 of the Law on Investment. Other investment projects subject to investment policy approval by the Prime Minister as specified in Clause 4, Article 31 of the Law on Investment are projects required by law to be submitted to the Prime Minister for investment policy approval, investment decision, investment permission or decision in other forms.

2. An investor or a competent state agency specified at Point a, Clause 4, Article 31 of this Decree shall submit 8 sets of the dossier of request for investment policy approval as specified in Clause 1 or 2, Article 33 of the Law on Investment, and Clauses 2 and 3, Article 31 of this Decree to the Ministry of Planning and Investment.

3. Within 3 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Planning and Investment shall send it to related ministries and agencies and the provincial-level People’s Committee of the locality where the investment project is to be implemented to solicit their appraisal opinions on the project’s contents falling under their respective state management as specified in Clause 6 or 8, Article 31 of this Decree.

For an investment project proposing the change of rice cultivation, protection forest or special-use forest land use purpose or forest use purpose, procedures for solicitation of opinions are as follows:

a/ For a project proposing change of rice cultivation, protection forest or special-use forest land use purpose to another purpose, the Ministry of Planning and Investment shall solicit appraisal opinions of the Ministry of Natural Resources and Environment, Ministry of Agriculture and Rural Development, related ministries and agencies, and the provincial-level People’s Committee of the locality where the project is to be implemented, on the project’s conformity with the land use master plan approved by a competent state agency; allocated land use norms left by the time of project proposal; actual land use status (land categories and users); a preliminary plan on land recovery, compensation, support and resettlement (if any); compliance with the land law in case the investor is using land allocated or leased by the State for implementation of another investment project. 

b/ For a project proposing change of forest use purpose, the Ministry of Planning and Investment shall solicit appraisal opinions of the Ministry of Agriculture and Rural Development, Ministry of Natural Resources and Environment, related ministries and agencies, and the provincial-level People’s Committee of the locality where the project is to be implemented, on the policy on change of the forest use purpose to another purpose in accordance with the forestry law. In case a dossier of request for decision on policy on change of forest use purpose has been made and appraised in accordance with the forestry law, the Ministry of Agriculture and Rural Development shall propose the Prime Minister to consider and decide on the policy on change of forest use purpose to another purpose (for cases falling under the Prime Minister’s competence), and concurrently send it to the Ministry of Planning and Investment for summarization and submission to the Prime Minister for investment policy approval; the provincial-level People’s Committee shall submit to the same-level People’s Council for consideration and decision the policy on change of forest use purpose to another purpose (for cases falling under the competence of provincial-level People’s Councils) and concurrently send it to the Ministry of Planning and Investment for summarization and submission to the Prime Minister for investment policy approval. 

4. Within 15 days after receiving a request of the Ministry of Planning and Investment, the consulted agencies shall send their appraisal opinions on contents falling under their respective state management to the Ministry of Planning and Investment.

5. Within 40 days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Planning and Investment shall appraise the dossier and submit an appraisal report with the contents specified in Clause 6 or 8, Article 31 of this Decree to the Prime Minister for investment policy approval.

For an investment project subject to investment policy approval by two or more provincial-level People’s Committees and proposing the form of investor selection through auction of land use rights or bidding, the Ministry of Planning and Investment shall propose the provincial-level People’s Committee of a province or centrally run city to assume the prime responsibility for, and coordinate with related agencies and localities in, organizing auction of land use rights or bidding for investor selection or propose assigning a ministry, ministerial-level agency or government-attached agency to assume the prime responsibility for, and coordinate with related agencies and localities in, organizing bidding for investor selection.

6. Within 7 working days after receiving an appraisal report of the Ministry of Planning and Investment, the Prime Minister shall approve investment policy.

7. Contents of a Prime Minister’s decision on investment policy approval for an investment project include:

a/ The investor to implement the project (in case investment policy approval is made simultaneously with investor approval) or investor selection form (in case of selection of the investor for project implementation in the form of auction of land use rights or bidding);

b/ Name of the project; objectives; scale (preliminary structure of housing products and land areas reserved for development of social houses, preliminary plan on construction investment, management of urban infrastructure facilities inside and outside the project area, for investment projects on construction of houses or urban centers, or preliminary plan on urban infrastructure facilities to be retained by the investor for commercial operation and those to be handed over by the investor to the locality, for urban center projects, if any); investment capital of the project (preliminarily estimated total expenses for project implementation, if any), and project operation duration;

c/ Location of the project;

d/ Project implementation schedule: schedule of contribution of capital and raising of funding sources; schedule of capital construction and putting of works into operation (if any); preliminary plan on investment phasing or division of the project into component projects (if any); and phased implementation schedule (for phased investment projects);

dd/ Applied technologies (if any);

e/ Investment incentives and supports (if any), and conditions for application thereof;

g/ Other conditions for implementation of the project (if any);

h/ Responsibilities of the investor and related agencies in organizing the project implementation;

i/ Effective date of the decision on investment policy approval.

8. A decision on investment policy approval for an investment project shall be sent to the Ministry of Planning and Investment, the investor or competent state agency that has submitted the dossier specified in Clause 2 of this Article, the provincial-level People’s Committee of the locality where the project is to be implemented for organization of auction (in case of selection of investors for project implementation in the form of auction of land use rights), or the bidding-organizing agency for announcement of the list of projects in accordance with the bidding law, law on mobilization of social resources and relevant specialized laws (in case of selection of investors for project implementation in the form of bidding), investment registration agency, and ministries and agencies involved in the project implementation.

Article 33. Competence, order and procedures for investment policy approval by provincial-level People’s Committees

1. Investment projects subject to investment policy approval by provincial-level People’s Committees are specified in Article 32 of the Law on Investment.

2. Investment projects subject to investment policy approval by provincial-level People’s Committees specified at Point a, Clause 1, Article 32 of the Law on Investment Law:

a/ Investment projects involving a request for land allocation or land lease by the State not through auction of land use rights or bidding for investor selection;

b/ Investment projects involving a request for land allocation or land lease by the State to households or individuals and subject to written approval by provincial-level People’s Committees in accordance with the land law;

c/ Investment projects involving a request for land allocation or land lease by the State without acquisition of land use rights or land-attached assets;

d/ Investment projects involving a request for change of land use purpose and subject to written permission for change of land use purpose by a state competent agency in accordance with the land law, except the case of change of use purpose of land of households or individuals which is not subject to approval by provincial-level People’s Committees in accordance with the land law.

3. Investment projects subject to investment policy approval by provincial-level People’s Committees specified at Point d, Clause 1, Article 32 of the Law on Investment are those of foreign investors or foreign-invested economic organizations and involving a request for land allocation or land lease or permission for change of land use purpose by the State with regard to land on islands and in border communes, wards or townships; coastal communes, wards or townships; or in other regions that may exert impacts on national defense and security as identified under Clause 8, Article 2 and Point dd, Clause 2, Article 98 of this Decree or requiring solicitation of opinions of the Ministry of National Defense or Ministry of Public Security under Point dd, Clause 2, Article 98 of this Decree.

4. Procedures for investment policy approval by provincial-level People’s Committees are as follows:

a/ An investor or a competent state agency specified shall submit 4 sets of the dossier of request for investment policy approval specified in Clause 1 or 2, Article 33 of the Law on Investment, and Clauses 2 and 3, Article 31 of this Decree to the investment registration agency;

b/ Within 3 working days after receiving a valid dossier specified at Point a of this Clause, the investment registration agency shall send it to related provincial-level Departments and district-level People’s Committee of the locality where the investment project is to be implemented and related agencies to solicit their appraisal opinions on contents falling under their respective state management under Clause 6 or 8, Article 31 of this Decree;

c/ Within 15 days after receiving a request of the investment registration agency, the consulted agencies shall send their appraisal opinions on contents falling under their respective state management to the investment registration agency;

d/ Within 25 days after receiving a valid dossier specified at Point a of this Clause, the investment registration agency shall make an appraisal report with the contents specified in Clause 6 or 8, Article 31 of this Decree then submit it to the provincial-level People’s Committee.

5. Within 7 working days after receiving the dossier and appraisal report, the provincial-level People’s Committee shall consider and approve the project investment policy with the contents specified in Clause 7, Article 32 of this Decree.

6. A decision on investment policy approval shall be sent to the investor or competent state agency that has submitted the dossier specified at Point a, Clause 4 of this Article, the agency assigned to organize auction (in case of selection of investors for project implementation in the form of auction of land use rights), or the bidding-organizing agency for announcement of the list of projects in accordance with the bidding law, law on mobilization of social resources and relevant specialized laws (in case of selection of investors for project implementation in the form of bidding), investment registration agency, and provincial-level Departments, and agencies involved in implementation of the investment project.

7. For an investment project in an industrial park, export processing zone, hi-tech park or economic zone specified in Clause 2, Article 32 of the Law on Investment, the industrial park, export processing zone, hi-tech park or economic zone management board shall carry out procedures for investment policy approval according to the following provisions:

a/ An investor or a competent state agency specified at Point b, Clause 4, Article 31 of this Decree shall submit 4 sets of the dossier of request for investment policy approval specified in Clause 1 or 2, Article 33 of the Law on Investment, and Clauses 2 and 3, Article 31 of this Decree to the industrial park, export processing zone, hi-tech park or economic zone management board;

b/ Within 3 working days after receiving a valid dossier specified at Point a of this Clause, the industrial park, export processing zone, hi-tech park or economic zone management board shall send it to related agencies to solicit their appraisal opinions on contents falling under their respective state management under Clause 6 or 8, Article 31 of this Decree;

c/ Within 15 days after receiving a request of the industrial park, export processing zone, hi-tech park or economic zone management board, the consulted agencies shall send their appraisal opinions on contents falling under their respective state management to the industrial park, export processing zone, hi-tech park or economic zone management board;

d/ Within 25 days after receiving a valid dossier specified at Point a of this Clause, the industrial park, export processing zone, hi-tech park or economic zone management board shall make an appraisal report with the contents specified in Clause 6 or 8, Article 31 of this Decree and issue a decision on investment policy approval with the contents specified in Clause 7, Article 32 of this Decree.

8. For investment projects implemented in economic zones and subject to auction of land use rights, economic zone management boards shall report them to provincial-level People’s Committees for the latter to assign competent agencies or units to organize auction of land use rights

Section 3

PROCEDURES FOR GRANT, MODIFICATION AND REVOCATION OF INVESTMENT REGISTRATION CERTIFICATES

Article 34. Competence to grant, modify and revoke investment registration certificates

1. The competence to grant, modify and revoke investment registration certificates must comply with Article 39 of the Law on Investment.

2. Provincial-level Departments of Planning and Investment of localities where investors implement their investment projects or locate or are expected to locate their executive offices for implementation of investment projects shall grant, modify or revoke investment registration certificates for:

a/ Investment projects each implemented in 2 or more provincial-level administrative units;

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

c/ Investment projects in industrial parks, export processing zones, hi-tech parks and economic zones without management boards or falling beyond the scope of management by industrial park, export processing zone, hi-tech park or economic zone management boards.

3. Industrial park, export processing zone, hi-tech park or economic zone management boards shall grant, modify or revoke investment registration certificates for:

a/ Investment projects on construction and commercial operation of infrastructure facilities of industrial parks, export processing zones, hi-tech parks and functional areas in economic zones; and,

b/ Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.

Article 35. Procedures for grant and modification of investment registration certificates for projects subject to investment policy approval

1. Procedures for grant and modification of an investment registration certificate for an investment project for which investment policy approval is made simultaneously with investor approval and which is subject to grant of investment registration certificate are as follows:

a/ Based on the decision on investment policy approval or decision on investment policy adjustment approval, the investment registration agency shall grant or modify the investment registration certificate within 5 working days after receiving such decision;

b/ For an investment project subject to investment policy approval by 2 or more provincial-level People’s Committees, at the request of the Ministry of Planning and Investment, the Prime Minister shall assign the provincial-level Department of Planning and Investment of one province or centrally run city where the investor implements the investment project, or locates or is expected to locate its/his/her executive office to implement the investment project to grant an investment registration certificate.

2. For an investment project for which investment policy has been approved and the investor has won auction or bidding; or an investment project subject to investor approval under Clause 3, Article 29 of the Investment Law and subject to grant of investment registration certificate, the investor shall submit an application for investment registration certificate to the investment registration agency, which shall grant an investment registration certificate within 5 working days after receiving the application.

3. For an investment project subject to investor approval by an economic zone management board, the economic zone management board shall decide to approve the investor simultaneously with grant of an investment registration certificate.

4. For a project not subject to grant of investment registration certificate, if wishing to obtain an investment registration certificate, the investor shall submit an application for investment registration certificate, a valid copy of the decision on investment policy approval, and a valid copy of the decision on investor approval (if any) to the investment registration agency, which shall grant an investment registration certificate within 5 working days after receiving the application.

Article 36. Procedures for grant and modification of investment registration certificates for projects not subject to investment policy approval

1. The investor shall submit 1 set of the dossier of application for investment registration certificate which must have the contents specified in Clause 1, Article 33 of the Law on Investment to the investment registration agency. For an investment project implemented in 2 or more provincial-level administrative units, the investor shall submit to the provincial-level Department of Planning and Investment of one province or centrally run city where it/he/she implements the project, or locates or is expected to locate its/his/her executive office a dossier of application for investment registration certificate for the project.

2. For an investment project already put into operation, the investor shall submit a dossier specified in Clause 1 of this Article, in which the investment project proposal is replaced by a report on actual implementation of the project from the time of operation commencement to the time of application for investment registration certificate.

3. The investment registration agency shall grant an investment registration certificate to the investor within 15 days after receiving a valid dossier when the project satisfies the following conditions:

a/ Not being in sectors or trades banned from business investment as specified in Article 6 of the Law on Investment and relevant treaties on investment;

b/ Being implemented in a location which is determined on the basis of valid copies of papers on land use rights or a valid copy of the location rent agreement or other documents determining the right to use the location for implementation of the project;

c/ Being conformable with master plans specified in Clause 7, Article 31 of this Decree;

d/ Satisfying the condition on investment ratio per land area unit (if any) set by the provincial-level People’s Committee based on practical local conditions and approved by the standing body of the provincial-level People’s Council and the condition on number of employees (if any);

dd/ Satisfying market access conditions, for foreign investors.

4. Procedures for modification of investment registration certificates for projects not subject to investment policy approval shall be carried out under Article 47 of this Decree.

Article 37. Identification numbers of investment projects

1. Identification number of an investment project means a sequence of numbers automatically created by the national investment information systems and shown on the investment registration certificate of such project. Every investment project shall be granted only one identification number which remains valid throughout the course of operation of the project and shall be invalidated when the project terminates its operation.

2. Identification number of an investment project implemented under an investment certificate, investment license or another paper of equivalent validity is the serial number of such certificate, license or paper granted to such project.

3. Competent state agencies shall uniformly use identification numbers of investment projects to manage and exchange information on investment projects.

Article 38. Performance of investment procedures on the national investment information systems

1. Before carrying out procedures for grant or modification of an investment registration certificate, an investor shall declare online information on its/his/her investment project on the national investment information systems. Within 15 days after making online declaration, the investor shall submit a dossier for grant or modification of an investment registration certificate to the investment registration agency. Past this time limit, if the investment registration agency receives no dossier, the investor’s dossier declared online is no longer valid.

2. The investment registration agency shall use the national investment information systems to receive and process dossiers and notify results of performance of investment procedures and update information on the processing of dossiers and grant of investment projects’ identification numbers. An investment project’s identification number becomes valid when an electronic copy of the investment registration certificate is entered and stored in the national investment information systems.

3. In case the national investment information systems encounter an incident that makes it inaccessible, the investment registration agency shall grant investment registration certificates according to the following contingency procedures:

a/ It shall receive a paper dossier for grant or modification of an investment registration certificate and send a written request for grant of an investment project’s identification number to the Ministry of Planning and Investment. Within 2 working days after receiving the request, the Ministry of Planning and Investment shall grant an investment project’s identification number and notify it to the investment registration agency;

b/ Within 5 working days after an investment registration certificate is granted according to contingency procedures, the investment registration agency shall update information on the concerned investment project to the national investment information systems.

Article 39. Dossiers submitted online for grant or modification of investment registration certificates

1. For investment projects not subject to investment policy approval, investors may choose to submit paper dossiers for grant or modification of investment registration certificates under Articles 36 and 47 of this Decree or submit dossiers online via the national investment information systems with or without using digital signatures.

2. A dossier submitted online for grant or modification of an investment registration certificate must contain the data specified in this Decree and taking the form of electronic files, which is of legal validity equivalent to a paper dossier.

3. A dossier submitted online shall be considered valid when satisfying the following conditions:

a/ The dossier contains all required papers fully filled in with information specified for a paper dossier, takes the form of electronic files and is titled in correspondence to titles of document types;  

b/ Information declared on the system is sufficient and accurate in consistency with information in the paper dossier; the dossier is certified by digital signature of the investor or is proved to be consistent with the paper dossier after comparison.

4. In case an investor authorizes another entity or person to carry out investment procedures, a dossier for grant or modification of an investment registration certificate shall be enclosed with a power of attorney and legal papers of the authorized party.

Article 40. Order and procedures for online grant or modification of investment registration certificates via the national investment information systems

1. An investor shall carry out procedures for grant or modification of an investment registration certificate using its/his/her digital signature as follows:

a/ The investor registers an account on the national investment information systems;

b/ The investor declares information and uploads electronic documents bearing its/his/her digital signature onto the national investment information systems;

c/ After completing the dossier submission, the investor may receive a dossier receipt via the national investment information systems;

d/ In case the investor’s dossier is invalid or has a content that needs to be clarified, the investment registration agency shall send a notice to the investor for dossier completion via the national investment information systems within 5 working days after receiving the dossier;

dd/ In case the investor’s dossier is valid and satisfies all required conditions, the investment registration agency shall grant or modify the investment registration certificate for the investor within 15 days after receiving the dossier.

2. An investor shall carry out procedures for grant or modification of an investment registration certificate without using its/his/her digital signature as follows:

a/ The investor registers an account on the national investment information systems;

b/ The investor declares information and uploads electronic documents onto the national investment information systems;

c/ After completing the dossier submission, the investor may receive a dossier receipt via the national investment information systems;

d/ In case the investor’s dossier is invalid or has a content that needs to be clarified, the investment registration agency shall send a notice to the investor for dossier completion via the national investment information systems within 5 working days after receiving the dossier;

dd/ In case the investor’s dossier meets all conditions for grant or modification of the investment registration certificate, the investment registration agency shall notify such to the investor on the national investment information systems;

e/ After being notified under Point dd of this Clause, the investor shall submit one set of the paper dossier enclosed with a printout of the dossier receipt to the investment registration agency, by hand-delivery or by post, for comparison with the dossier submitted via the national investment information systems. Past the time limit of 30 days from the date of sending a notice of satisfaction of all conditions for grant or modification of the investment registration certificate, if the investment registration agency receives no paper dossier from the investor for comparison, the investor’s dossier registered online is no longer valid;

g/ The investment registration agency shall grant or modify the investment registration certificate within 15 days (excluding the time limit for the investor to submit the paper dossier for comparison with the dossier submitted online) from the date of receipt of a valid dossier if the compared contents are consistent;

h/ The investor shall take responsibility for accuracy and completeness of its/his/her paper dossier compared to the dossier submitted on the national investment information systems. In case the paper dossier is inconsistent with the dossier submitted on the System, the investment registration agency may refuse to grant or modify the investment registration certificate.

Article 41. Procedures for re-grant of investment registration certificates and correction of information thereon

1. In case an investment registration certificate is lost or damaged, the investor shall submit a written request for re-grant of an investment registration certificate to the investment registration agency, which shall re-grant such certificate within 5 working days after receiving the request.

2. In case an investment registration certificate stored in the form of electronic data on the national investment information systems has contents different from those of the investment registration certificate in written form, the one having contents consistent with those of the investment registration dossier is legally valid. The investment registration agency shall correct information on an investment registration certificate within 3 working days after receiving a request of the investor.

3. In case information on an investment registration certificate is inaccurate compared to information registered in the dossier for performance of investment procedures, the investment registration agency shall correct such information within 3 working days after receiving a request of the investor.

Article 42. Registration for return of investment registration certificates

For investment projects for which investment registration certificates have been granted and are later modified, making them no longer be subject to grant of investment registration certificates, investors shall, if so wishing, return such investment registration certificates to the investment registration agency and continue to implement their investment projects in accordance with law.

Section 4

ADJUSTMENT OF INVESTMENT PROJECTS

Article 43. Contents of and procedures for adjustment of investment projects

1. In the course of implementation of an investment project, the investor may adjust the project regarding the contents specified in Clauses 1, 2 and 3, Article 41 of the Law on Investment.

2. For an investment project for which investment policy has been approved:

a/ In case of adjusting contents of the investment project under Clause 3, Article 41 of the Law on Investment, the investor shall carry out procedures for modification of the decision on investment policy approval under Article 44, 45 or 46 of this Decree. Based on the decision on investment policy adjustment approval, the investor shall carry out procedures for modification of the decision on investor approval (if any) or investment registration certificate (if any);

b/ Upon adjusting contents of the investment project not falling into the case specified in Clause 3, Article 41 of the Law on Investment, the investor is not required to carry out procedures for investment policy adjustment approval.

3. For an investment project not subject to investment policy approval or an investment project for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 41 of the Law on Investment, the investor shall carry out procedures for modification of the investment registration certificate (if any) under Article 47 of this Decree.

4. In case of requesting adjustment of an investment project not subject to investment policy approval, making such project be subject to investment policy approval, the investor shall carry out procedures for investment policy approval specified in Section 2, Chapter IV of this Decree before adjusting such investment project. In this case, the investment policy-approving agency shall consider adjusted contents for investment policy approval.

Article 44. Procedures for adjustment of investment projects subject to investment policy approval by the Prime Minister

1. An investor shall submit 8 dossier sets to the Ministry of Planning and Investment. Such a dossier must comprise:

a/ A written request for adjustment of the investment project;

b/ A report on actual implementation of the investment project by the time of adjustment;

c/ The investor’s decision on adjustment of the investment project, for institutional investors;

d/ Commentaries on or documents related to adjustment of the contents specified at Points b, c, d, dd, e, g and h, Clause 1, Article 33 of the Law on Investment (if any).

2. Procedures for adjustment of an investment project are as follows:

a/ Within 3 working days after receiving a valid dossier, the Ministry of Planning and Investment shall send such dossier to the competent state agencies specified in Clause 3, Article 32 of this Decree to solicit the latter’s opinions on adjusted contents of the investment project;

b/ Within 15 days after receiving a valid dossier, the consulted agencies shall give their opinions on adjusted contents of the investment project falling under their respective state management;

c/ Within 35 days after receiving a valid dossier, the Ministry of Planning and Investment shall make a report on appraisal of adjusted contents of the investment project for submission to the Prime Minister;

d/ Within 5 working days after receiving the appraisal report of the Ministry of Planning and Investment, the Prime Minister shall decide to approve investment policy adjustment. A decision on investment policy adjustment approval shall be sent to the Ministry of Planning and Investment, the investment registration agency, the investor, ministries and agencies involved in implementation of the investment project, and the agency that has approved the investor (if any).

Article 45. Procedures for adjustment of investment projects subject to investment policy approval by provincial-level People’s Committees

1. An investor shall submit 4 sets of the dossier specified in Clause 1, Article 44 of this Decree to the investment registration agency.

2. Procedures for adjustment of an investment project are as follows:

a/ Within 3 working days after receiving a valid dossier, the investment registration agency shall send such dossier to the competent state agencies specified at Point b, Clause 4, Article 33 of this Decree to solicit the latter’s opinions on adjusted contents of the investment project;

b/ Within 15 days after receiving a valid dossier, the consulted agencies shall give their opinions on adjusted contents of the investment project falling under their respective state management;

c/ Within 25 days after receiving a valid dossier, the investment registration agency shall make a report on appraisal of adjusted contents of the investment project for submission to the provincial-level People’s Committee;

d/ Within 7 working days after receiving the dossier and appraisal report from the investment registration agency, the provincial-level People’s Committee shall decide to approve investment policy adjustment. A decision on investment policy adjustment approval shall be sent to the investment registration agency, the investor, the agency that has approved the investor in case of investor approval under Clause 3, Article 29 of the Law on Investment, and provincial-level Departments and agencies involved in implementation of the investment project.

Article 46. Procedures for adjustment of investment projects subject to investment policy approval by industrial park, export processing zone, hi-tech park or economic zone management boards

Procedures for adjustment of investment projects subject to investment policy approval by industrial park, export processing zone, hi-tech park or economic zone management boards specified in Clause 2, Article 32 of the Law on Investment are as follows:

1. An investor shall submit 4 sets of the dossier specified in Clause 1, Article 44 of this Decree to the industrial park, export processing zone, hi-tech park or economic zone management board;

2. Within 3 working days after receiving a valid dossier, the industrial park, export processing zone, hi-tech park or economic zone management board shall send such dossier to the competent state agencies specified at Point b, Clause 7, Article 33 of this Decree to solicit the latter’s opinions on adjusted contents of the investment project;

3. Within 15 days after receiving a valid dossier, the consulted agencies shall give their opinions on adjusted contents of the investment project falling under their respective state management;

4. Within 25 days after receiving a valid dossier, the industrial park, export processing zone, hi-tech park or economic zone management board shall decide to approve investment policy adjustment. A decision on investment policy adjustment approval shall be sent to the investor and agencies involved in implementation of the investment project.

Article 47. Procedures for adjustment of investment projects for which investment registration certificates have been granted and which are not subject to investment policy adjustment approval

1. In case the adjustment of an investment project is related to change of the name of such investment project or name of the investor stated in the investment registration certificate, the investor shall submit a written request for adjustment of the investment project to the investment registration agency, enclosed with documents related to such change. Within 3 working days after receiving a written request for modification of the investment registration certificate, the investment registration agency shall modify the investment registration certificate for the investor.

2. In case the adjustment of an investment project does not fall into the case specified in Clause 1 of this Article, the investor shall submit 1 set of the dossier specified in Clause 1, Article 44 of this Decree to the investment registration agency. Within 10 days after receiving a valid dossier, the investment registration agency shall modify the investment registration certificate for the investor.

Article 48. Adjustment of investment projects in case investors transfer part or the whole of investment projects

1. An investor may transfer part or the whole of its/his/her investment project to another investor when satisfying the conditions specified in Clause 1, Article 46 of the Law on Investment.

2. The transferee of an investment project may take over rights and obligations of the transferor to implement such investment project. In case the transfer of an investment project generates an income, the project transferor shall perform financial obligations toward the State in accordance with law.

3. For a real estate business project, the investor approved under Clause 3 or 4, Article29 of the Law on Investment or granted an investment registration certificate shall carry out procedures for adjustment of the investment project when transferring such project under this Article and adhere to principles, satisfy conditions, and exercise rights and perform obligations of the transferor and transferee as provided by the law on real estate business.

4. For a real estate business project not falling into the case specified in Clause 3 of this Article, the competence, procedures, conditions and dossiers for permission for transfer of part or the whole of such project must comply with the law on real estate business.

5. A dossier of request for adjustment of an investment project must comprise:

a/ A written request for adjustment of the investment project;

b/ A report on actual implementation of the investment project by the time of transfer;

c/ A contract or an in-principle contract on transfer of part or the whole of the investment project;

d/ Copies of documents on legal status of the project transferor and transferee;

dd/ Copies of the investment registration certificate; decision on investment policy approval; and decision on investor approval (if any);

e/ A copy of the BCC contract (for investment projects implemented under BCC contracts);

g/ A copy of one of the following documents of the investment project transferee: financial statements for the latest 2 years or a report on audit of equity of the investor, financial support commitment of the parent company or a financial institution, guarantee for financial capacity of the investor, and documents proving financial capacity of the investor.

6. For an investment project for which investment policy approval has been made simultaneously with investor approval and which is wholly transferred by the investor before being put into operation or which sees changes in conditions on the investor, procedures for its adjustment are as follows:

a/ The investor wishing to transfer the project shall submit 8 sets of the dossier specified in Clause 5 of this Article to the Ministry of Planning and Investment or submit 4 sets of the dossier specified in Clause 5 of this Article to the investment registration agency according to investment policy-approving competence for the project;

b/ The agency specified at Point a of this Clause shall examine conditions for investment project transfer specified in Clause 1, Article 46 of the Law on Investment to decide on adjustment of the investment project under Article 44, 45 or 46 of this Decree. A decision on investor change approval must state the project transferor and transferee, and transferred part of the project (if any), and shall be sent to the investment registration agency, and the project transferor and transferee.

7. For an investment project for which investment policy has been approved and of which the transfer leads to a change in investment policy approval contents in one of the cases specified at Points a, b, c, d, dd and e, Clause 3, Article 41 of the Law on Investment, the project transferor shall carry out procedures for project adjustment under Point a or b, Clause 6 of this Article, except the case specified in Clause 9 of this Article.

8. For an investment project for which investment policy has been approved and of which the transfer leads to no change in investment policy approval contents in one of the cases specified a, b, c, d, dd and e, Clause 3, Article 41 of the Law on Investment, the project transferor is not required to carry out procedures for investment policy adjustment approval but shall carry out procedures for modification of the decision on investor approval under the following provisions:

a/ The project transferor shall submit 4 sets of the dossier specified in Clause 5 of this Article to the investment registration agency, in which the written request for adjustment of the investment project is replaced by the written request for investor change approval;

b/ Within 3 working days after receiving a valid dossier, the investment registration agency shall send such dossier to related same-level competent state agencies to solicit their opinions on satisfaction of the requirements specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment;

c/ Within 15 days after receiving a valid dossier, the consulted agencies shall send their opinions on contents falling under their respective state management to the investment registration agency;

d/ Within 25 days after receiving a valid dossier, the investment registration agency shall make an appraisal report with the contents specified at Points b, c and d, Clause 4, Article 33 of the Law on Investment and submit it to the provincial-level People’s Committee;

dd/ Within 7 working days after receiving the dossier and appraisal report, the provincial-level People’s Committee shall decide to approve investor change;

e/ A decision on investor change approval must state the project transferor and transferee and transferred part of the project (if any) and shall be sent to the investment registration agency and the project transferor and transferee.

9. For an investment project for which investment policy has been approved and which has been put into operation, the investor is not required to carry out procedures for investment policy adjustment approval when transferring the project.

10. For an investment project for which an investment registration certificate has been granted and which is not subject to investment policy approval or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 41 of the Law on Investment, procedures for project adjustment are as follows:

a/ The project transferor shall submit 1 set of the dossier specified in Clause 5 of this Article to the investment registration agency;

b/ The investment registration agency shall examine conditions for investment project transfer specified in Clause 1, Article 46 of the Law on Investment to adjust the investment project under Article 47 of this Decree. The modified investment registration certificate shall be sent to the project transferor and transferee.

11. Procedures for adjustment of an investment project in case a foreign investor acquires an investment project and establishes an economic organization to implement such investment project:

a/ The project transferor shall carry out procedures for adjustment of the investment project under Clause 6, 7, 8 or 10 of this Article;

b/ After completing the procedures specified at Point a of this Clause, the foreign investor being the transferee shall carry out procedures for establishment of an economic organization in accordance with the enterprise law’s relevant provisions applicable to each type of economic organization. As from the date of being granted an enterprise registration certificate or another paper of equivalent legal validity, the economic organization established by the foreign investor shall act as the investor implementing the investment project under Clause 2, Article 22 of the Law on Investment.

Article 49. Adjustment of investment projects in case investors acquire investment projects being collaterals

1. Credit institutions or organizations or individuals that receive collaterals being investment projects (below referred to as secured parties) may transfer such investment projects.

2. Investors acquiring investment projects may take over rights and obligations of investment project transferors to implement such investment projects under conditions specified in project transfer contracts and relevant regulations.

3. A secured party or an investor acquiring an investment project shall make a dossier of request for adjustment of the investment project, which must comprise:

a/ A written request for adjustment of the investment project;

b/ A contract on investment project transfer between the secured party and the project transferee;

c/ A loan provision contract or credit extension contract or debt trading contract (if any);

d/ A contract on or document certifying the secured transaction (if any);

dd/ A document certifying the auction winner in case the secured party or a civil judgment enforcement agency organizes the asset auction (if any);

e/ Copies of documents on legal status of the project transferor and transferee;

g/ Copies of the investment registration certificate; decision on investment policy approval; and decision on investor approval (if any);

h/ A copy of one of the following documents of the project transferee: financial statements for the latest 2 years or a report on audit of equity of the investor, financial support commitment of the parent company or a financial institution, guarantee for financial capacity of the investor, and documents proving financial capacity of the investor;

i/ A written certification by the secured party of legal status of collaterals.

4. Procedures for adjustment of an investment project in case of transfer of investment projects being collaterals are as follows:

a/ For an investment project for which investment policy approval has been made simultaneously with investor approval and which is wholly transferred in the case specified at Point g, Clause 3, Article 41 of the Law on Investment, the secured party or project transferee shall submit a dossier specified in Clause 3 of this Article and carry out procedures for project adjustment under Article 44, 45 or 46 of this Decree;

b/ For an investment project for which investment policy has been approved and of which the transfer leads to a change in investment policy approval contents in one of the cases specified at Points a, b, c, d, dd and e, Clause 3, Article 41 of the Law on Investment, procedures for adjustment of such project upon its transfer shall be carried out under Article 44, 45 or 46 of this Decree, except the case specified in Clause 5 of this Article;

c/ For an investment project for which investment policy has been approved and of which the transfer leads to no change in investment policy approval contents in one of the cases specified at Points a, b, c, d, dd and e, Clause 3, Article 41 of the Law on Investment, procedures for investment policy adjustment approval are not required. The secured party or project transferee shall carry out procedures for modification of the decision on investor approval under relevant provisions of Points a, b, c, d, dd and e, Clause 8, Article 48 of this Decree;

d/ For an investment project for which an investment registration certificate has been granted and which is not subject to investment policy approval or for which investment policy has been approved but which does not fall into the case specified in Clause 3, Article 41 of the Law on Investment, the secured party or project transferee shall submit 1 set of the dossier specified in Clause 3 of this Article to the investment registration agency for performance of procedures for project adjustment under relevant provisions of Article 47 of this Decree.

5. For an investment project for which investment policy has been approved and which has been put into operation, procedures for investment policy adjustment approval are not required upon its transfer.

6. If wishing to receive and implement an investment project, the secured party shall make a dossier and carry out procedures for adjustment of such investment project under Article 44, 45, 46 or 47 of this Decree, in which the dossier of request for investment project adjustment shall be added with a contract on or document certifying the secured transaction; a credit extension contract or debt acknowledgment document; and a written certification by the secured party of legal status of collaterals.

7. In case a foreign investor or an economic organization specified at Point a, b or c, Clause 1, Article 23 of the Law on Investment acquires an investment project and establishes an economic organization to implement such investment project, it/he/she shall carry out procedures for investment project adjustment under Article 44, 45, 46 or 47 of this Decree, then establish an economic organization in accordance with the enterprise law’s relevant provisions applicable each type of economic organization. The project transferee must satisfy the conditions specified in Clause 2, Article 24 of the Law on Investment.

8. For investment projects implemented before the effective date of the Law on Investment, procedures for project adjustment must comply with Article 117 of this Decree.

Article 50. Adjustment of investment projects in case of division, splitting or merger of investment projects

1. An investor may adjust its/his/her investment project in the following forms:

a/ Dividing or splitting its/his/her ongoing investment project (below referred to as divided or split project) into two or several projects;

b/ Merging one or more investment project(s) of the investor (below referred to as merged project(s)) into another investment project of the investor (below referred to as merging project).

2. The division, splitting or merger of investment projects in the forms specified in Clause 1 of this Article must:

a/ Ensure satisfaction of the conditions for land use specified in the land law, business investment conditions (if any) and other conditions as specified by law;

b/ Not lead to change in the conditions on the investor (if any) stated in the decision on approval of investment policy or investment registration certificate issued or granted before the division, splitting or merger is carried out.

3. Procedures for adjustment of an investment project in case of division, splitting or merger are as follows:

a/ In case the investment project has obtained investment policy approval, the investor shall submit 8 dossier sets to the Ministry of Planning and Investment or 4 dossier sets to the concerned investment registration agency, depending on which agency is competent to approve investment policy for such project.

A dossier must comprise: A request for adjustment of the investment project; a report on implementation of the investment project by the time of division, splitting or merger; the investor’s decision on the division, splitting or merger or other documents of equivalent validity; a document on the legal status of the investor; a copy of the investment registration certificate or decision on approval of investment policy (if any); a copy of the decision on approval of the investor (if any); explanations about or documents pertaining to the modification of the contents specified at Points b, c, d, dd, e, g, and h, Clause 1, Article 33 of the Law on Investment (if any);

b/ The agency specified at Point a of this Clause shall consider conditions for division, splitting or merger of investment projects specified in Clause 2 of this Article in order to perform procedures for adjustment of the investment project according to Article 44, 45 or 46 of this Decree. The decision on approval of the adjustment of investment policy shall be sent to the concerned investment registration agency and the investor;

c/ In case the investment project has been granted an investment registration certificate and is not subject to investment policy approval or has obtained investment policy approval but does not fall into the cases specified in Clause 3, Article 41 of the Law on Investment, the investor shall submit 1 set of the dossier specified at Point a of this Clause to the investment registration agency. Such agency shall consider the conditions for division, splitting or merger of investment projects specified in Clause 2 of this Article in order to perform procedures for adjustment of the investment project according to Article 47 of this Decree. The modified investment registration certificate shall be sent to the investor.

Article 51. Adjustment of investment projects in case of division, splitting, consolidation, merger or transformation of economic organizations

1. Economic organizations established on the basis of division, splitting, consolidation, merger or transformation of economic organizations (below referred to as reorganization) shall take over and continue exercising the rights and performing the obligations of the reorganized economic organizations with regard to the investment projects implemented by the reorganized economic organizations before the reorganization in accordance with the laws on enterprises and land, and other relevant laws.

2. Investors shall decide on the reorganization and handling of assets, rights and obligations relating to the investment projects in accordance with the law on enterprises and other relevant laws. After completing procedures for reorganization and handling of assets, rights and obligations relating to investment projects, investors shall prepare a dossier of request for adjustment of investment projects, which must comprise:

a/ A request for adjustment of the investment project;

b/ A copy of the document on the legal status of the economic organization after the reorganization;

c/ A copy of the resolution or decision on the reorganization issued by the investor being the reorganized economic organization, containing information on handling of assets, rights and obligations relating to the investment project;

d/ Explanations about or documents pertaining to the modification of the contents specified at Points b, c, d, dd, e, g and h, Clause 1, Article 33 of the Law on Investment (if any);

dd/ A copy of the investment registration certificate, decision on approval of investment policy or decision on approval of the investor (if any).

3. In case an investment project has obtained investment policy approval, if the adjustment of the investment project upon reorganization results in change of the contents of investment policy approval in one of the cases specified in Clause 3, Article 41 of the Law on Investment, the investor shall submit 8 sets of the dossier specified in Clause 2 of this Article to the Ministry of Planning and Investment or 4 sets of the dossier specified in Clause 2 of this Article to an investment registration agency, depending on which agency is competent to approve investment policy, for the project for the latter to adjust the investment project according to Article 44, 45 or 46 of this Decree. A decision on approval of the adjustment of investment policy shall be sent to the investor and investment registration agency.

4. In case an investment project has been granted an investment registration certificate and is not subject to investment policy approval or has obtained investment policy approval but does not fall into the cases specified in Clause 3, Article 41 of the Law on Investment, the investor shall submit 1 set of the dossier specified in Clause 2 of this Article to an investment registration agency for the latter to adjust the investment project according to Article 47 of this Decree. The modified investment registration certificate shall be sent to the investor.

5. An economic organization that is established on the basis of reorganization and has a member or shareholder being a foreign investor or an economic organization specified at Point a, b or c, Clause 1 of Article 23 of the Law on Investment must meet the conditions specified in Clause 2, Article 24 of the Law on Investment and shall carry out the following procedures:

a/ In case the reorganized economic organization continues to implement part or the whole of the investment project it has already implemented before being reorganized, the economic organization shall carry out procedures for adjustment of the investment project according to Clause 3 or 4 of this Article;

b/ In case the reorganized economic organization does not take over and implement part or the whole of the investment project it has already implemented before being reorganized, the foreign investor or economic organization specified at Point a, b or c, Clause 1, Article 23 of the Law on Investment shall formulate an investment project and carry out procedures for grant of an investment registration certificate or approval of investment policy according to this Decree before the reorganized economic organization carries out procedures for enterprise registration due to reorganization in accordance with the law on enterprises.

Article 52. Adjustment of investment projects in case of using land use rights or land-attached assets of investment projects to contribute capital to enterprises

1. An investor may use land use rights or land-attached assets of its/his/her investment project to contribute capital to establish economic organizations or contribute capital to enterprises in accordance with the land law, the law on enterprises and relevant laws.

2. The contribution of capital under Clause 1 of this Article must:

a/ Satisfy the conditions specified in the land law regarding the rights and obligations of land users or owners of land-attached assets; rights and obligations of recipients of land use rights or land-attached assets contributed as capital; conditions for capital contribution or receipt of land use rights or land-attached assets contributed as capital;

b/ Satisfy the conditions specified in the laws on construction, housing, and real estate business (if any);

c/ Satisfy the conditions stated in the decision on approval of investment policy, decision on approval of the investor, investment registration certificate, and the agreement between competent agencies and the investor (if any);

d/ Satisfy the conditions for capital contribution and receipt of assets contributed as capital by enterprises in which the State hols 100% of charter capital as specified in the law on management and use of state capital invested in production and business at enterprises, law on management and use of public assets, and other relevant laws;

dd/ Satisfy the conditions for capital contribution, or purchase of shares or contributed capital amounts specified in Clause 2, Article 24 of the Law on Investment and Articles 15, 16 and 17 of this Decree applicable to foreign investors and economic organizations specified at Points a, b and c, Clause 1 of Article 23 of the Law on Investment;

e/ Ensure fulfilment of financial obligations (if any) toward the State in accordance with law.

3. The capital-contributing investor shall prepare a dossier for adjustment of the investment project, which must comprise:

a/ A request for adjustment of the investment project;

b/ A report on the implementation of the investment project by the time of capital contribution;

c/ The agreement of shareholders or members on the use of land use rights or land-attached assets of the investment project to contribute capital to establish an enterprise or contribute additional charter capital to an operating enterprise;

d/ Copies of the documents on the legal status of the capital-contributing investor and the capital-receiving investor;

dd/ A copy of the investment registration certificate, the decision on approval of investment policy, or decision on approval of the investor (if any) of the capital-contributing investor;

e/ A copy of the certificate of land use rights, certificate of house ownership and residential land use rights, or certificate of land use rights and ownership of houses and other land-attached assets.

4. Procedures for using land use rights or land-attached assets of an investment project to contribute capital to establish an enterprise or to contribute capital to an enterprise are as follows:

a/ Registering the establishment of an enterprise or the contribution of capital to an enterprise in accordance with the law on enterprises;

b/ The capital-contributing investor shall submit the dossier specified in Clause 3 of this Article and carry out procedures for adjustment of the investment project according to Clause or and 6 of this Article. The transfer of ownership of assets contributed as capital by members or shareholders to the enterprise must comply with the law on enterprises and relevant laws.

5. In case an investment project has obtained approval of investment policy, if the capital contribution results in change of the contents of the decision on approval of investment policy in one of the cases specified in Clause 3, Article 41 of the Law on Investment, the capital-contributing investor shall submit 8 sets of the dossier specified in Clause 3 of this Article to the Ministry of Planning and Investment or 4 sets of the dossier specified in Clause 3 of this Article to an investment registration agency to carry out  procedures for adjustment of the investment project according to Article 44, 45 or 46 of this Decree.

For cases of contributing part of land use rights or land-attached assets other than those specified in Clause 3, Article 41 of the Law on Investment, the capital-contributing investor is not required to carry out procedures for approval of adjustment of investment policy.

6. In case an investment project has been granted an investment registration certificate and is not subject to investment policy approval or has obtained investment policy approval but does not fall into the cases specified in Clause 3, Article 41 of the Law on Investment, if the capital contribution results in change of the contents of the investment registration certificate, the capital-contributing investor shall submit 1 set of the dossier specified in Clause 3 of this Article to the investment registration agency to carry out procedures for adjustment of the investment project according to Article 47 of this Decree.

7. In case of establishing an economic organization to implement an investment project that has obtained investment policy approval or been granted an investment registration certificate, the investor and such economic organization must satisfy the conditions specified in Clause 2 of this Article. The economic organization established by the investor shall take over the latter’s rights and obligations to implement the investment project. The investor establishing the economic organization shall carry out the procedures for adjustment of the investment project according to Clause 5 or 6 of this Article.

Article 53. Adjustment of investment projects in case of using land use rights or land-attached assets of investment projects for business cooperation

1. Investors may use land use rights or land-attached assets of their investment projects for business cooperation.

2. The business cooperation specified in Clause 1 of this Article must satisfy:

a/ The conditions specified in Clause 2, Article 52 of this Decree;

b/ Conditions for business cooperation specified in relevant laws (if any).

3.  An investor entering into business cooperation under Clause 1 of this Article shall prepare a dossier for adjustment of its/his/her investment project, which must comprise:

a/ A request for adjustment of the investment project;

b/ A report on implementation of the investment project by the time of entering into business cooperation;

c/ A copy of the business cooperation contract;

d/ Copies of the documents on the legal status of parties to the business cooperation;

dd/ A copy of the investment registration certificate, or decision on approval of investment policy, or decision on approval of investor (if any) of the investor using land use rights or land-attached assets of the investment project for business cooperation;

e/ A copy of the certificate of land use rights, certificate of house ownership and residential land use rights, or certificate of land use rights and ownership of houses and other land-attached assets;

g/ Copies of any the following documents of parties to the business cooperation: the investor’s financial statements of the last 2 years or equity audit report, financial support commitment of the parent company, financial support commitment of a financial institution, guarantee for the investor’s financial capacity, or document explaining the investor’s financial capacity.

4. Procedures for using land use rights or land-attached assets of an investment project for business cooperation are as follows:

a/ In case the business cooperation results in change of the contents of the investment registration certificate, decision on approval of investor, or decision on approval of investment policy in one of the cases specified in Clause 3, Article 41 of the Law on Investment, the investor shall submit 8 sets of the dossier specified in Clause 3 of this Article to the Ministry of Planning and Investment or 4 sets of the dossier specified in Clause 3 of this Article to an investment registration agency to carry out procedures for adjustment of the investment project according to Article 44, 45, 46 or 47 of this Decree;

b/ In case the business cooperation does not result in change of the contents of the investment registration certificate, decision on approval of investor, or decision on approval of investment policy in one of the cases specified in Clause 3, Article 41 of the Law on Investment, the investor using land use rights and land-attached assets for business cooperation is not required to carry out procedures for adjustment of the investment project according to Point a of this Clause.

5. For a business cooperation contract signed between foreign investors or between a domestic investor(s) and foreign investor(s), the investor using land use rights or land-attached assets of the investment project for business cooperation shall carry out procedures for adjustment of the investment project according to Article 44, 45 or 46 of this Decree if the business cooperation results in change of the contents of the decision on approval of investment policy in one of the cases specified in Clause 3, Article 41 of the Law on Investment and for modification of the investment registration certificate according to Article 47 of this Decree. In case such investment project has not been granted the investment registration certificate, the investor shall carry out procedures for grant of the investment project according to this Decree.

Article 54. Adjustment of investment projects according to court judgments or rulings or arbitral awards

1. For an investment project subject to adjustment under a legally effective court judgment or ruling or arbitral award, the concerned investor shall base on such judgment, ruling or award to adjust and continue implementing the investment project.

2. An investor whose investment project is subject to adjustment under Clause 1 of this Article shall prepare a dossier of request for adjustment of the investment project, which must comprise:

a/ A request for adjustment of the investment project;

b/ A copy of the document on the legal status of the investor;

c/ The legally effective court judgment or ruling or arbitral award;

d/ A copy of the investment registration certificate, decision on approval of investment policy, or decision on approval of investor (if any).

3. Procedures for adjustment of an investment project that has obtained investment policy approval are as follows:

a/ The investor whose investment project is subject to adjustment under a legally effective court judgment or ruling or arbitral award shall submit 1 set of the dossier specified in Clause 2 of this Article to the Ministry of Planning and Investment or an investment registration agency, depending on which agency is competent to approve investment policy for the project;

b/ Within 7 working days after receiving the dossier, based on the legally effective court judgment or ruling or arbitral award, the Ministry of Planning and Investment or investment registration agency shall submit it to the agency competent to approve investment policy to request the latter to modify the decision on investment policy approval. Within 5 working days after receiving the request of the Ministry of Planning and Investment or investment registration agency, the agency competent to approve investment policy shall modify the decision on approval of investment policy.

Based on the decision on approval of the adjustment of investment policy, the investor-approving agency shall modify the decision on approval of investor (if any); or the investment registration agency shall modify the investment registration certificate (if any). The decision on approval of the adjustment of investment policy, decision on approval of the change of investor or the modified investment registration certificate shall be sent to the court that has issued the judgment or ruling or the arbitration that has issued the award, the judgment execution agency and the investor.

4. Procedures for adjustment of an investment project that has been granted an investment registration certificate and is not subject to investment policy approval or has obtained investment policy approval and does not fall into the case specified in Clause 3, Article 41 of the Law on Investment, are as follows:

a/ The investor whose investment project is subject to adjustment under a legally effective court judgment or ruling or arbitral award shall submit 1 set of the dossier specified in Clause 2 of this Article to an investment registration agency;

b/ Within 5 working days after receiving the dossier, based on the legally effective court judgment or ruling or arbitral award, the investment registration agency shall carry out procedures for modification of the investment registration certificate. The modified investment registration certificate shall be sent to the court that has issued the judgment or ruling or the arbitration that has issued the award, the judgment execution agency and the investor.

5. In case an investor fails to carry out procedures for adjustment of its/his/her investment project under a legally effective court judgment or ruling or arbitral award, the concerned civil judgment enforcement agency, and organizations and individuals having interests and obligations relating to the investment project may request the state agency competent to approve investment policy or investment registration agency to carry out procedures for adjustment of the investment project according to Clause 3 or 4 of this Article.

Article 55. Adjustment and extension of the operation duration of investment projects

1. Investors may adjust the operation duration of investment projects according to Point dd, Clause 3, Article 41 of the Law on Investment and Clause 2, Article 27 of this Decree and carry out procedures for adjustment of the operation duration of investment projects according to Article 44, 45, 46 or 47 of this Decree.

2. Procedures for extension of the operation duration of an investment project according to Clause 4, Article 27 of this Decree are as follows:

a/ In case the investment project has obtained investment policy approval, the investor shall submit 4 dossier sets to the Ministry of Planning and Investment or an investment registration agency, depending on which agency is competent to approve investment policy for the investment project.

A dossier must comprise a request for extension of operation duration of the investment project; decision on investment policy approval; investment registration certificate; decision on approval of investor or paper of equivalent validity; certificate of land use rights or paper of equivalent validity; document proving the investor’s financial capacity which may be any of the following documents: the investor’s financial statements of the last 2 years, financial support commitment of the parent company, financial support commitment of a financial institution, guarantee for the investor’s financial capacity, or other documents;

b/ Within 3 working days after receiving a valid dossier specified at Point a of this Clause, the Ministry of Planning and Investment or investment registration agency shall send such dossier to the land administration agency and related agencies to consult the latter on the investor’s satisfaction of the conditions specified in Clause 4, Article 44 of the Law on Investment and Clause 4, Article 27 of this Decree;

c/ Within 10 working days after receiving the valid dossier, the consulted agencies shall give opinions on satisfaction of the conditions specified in Clause 4, Article 44 of the Law on Investment and Clause 4, Article 27 of this Decree;

d/ Within 15 days after receiving the valid dossier, the Ministry of Planning and Investment or investment registration agency shall consider conditions for extension of operation duration of the investment project specified in Clause 4, Article 44 of the Law on Investment and Clause 4, Article 27 of this Decree for preparing an appraisal report for submission to the agency competent to approve investment policy;

dd/ Within 3 working days after receiving the report of the Ministry of Planning and Investment or investment registration agency, the agency competent to approve investment policy shall decide on the extension of operation duration of the investment project;

e/ In case the investment project has been granted an investment registration certificate and is not subject to investment policy approval, the investor shall submit 4 sets of the dossier specified at Point a of this Clause to an investment registration agency. Such agency shall carry out procedures according to Point b, c, d, or dd of this Clause to extend operation duration of the investment project.

3. For a land-using investment project, the investor shall carry out procedures for extension of operation duration of the investment project according to Clause 2 of this Article at least 6 months before the expiration of the project’s operation duration.

Section 5

PROCEDURES FOR CESSATION OR TERMINATION OF OPERATION OF INVESTMENT PROJECTS

Article 56. Conditions and procedures for cessation of operation of investment projects

1. An investment project shall cease operation in the cases specified in Clauses 1, 2 and 3, Article 47 of the Law on Investment.

2. The total cessation period of an investment project must not exceed 12 months. In case an investment project ceases its operation according to a legally effective court judgment or ruling or arbitral award or according to a decision of a state management agency in charge of investment, the cessation period shall be determined based on such court judgment or ruling, arbitral award or decision. In case such document does not specify the cessation period of the investment project, the total cessation period must not exceed the period specified in this Clause.

3. Procedures for cessation of operation of an investment project are as follows:

a/ In case the investor itself/himself/herself decides to cease operation of the investment project according to Clause 1, Article 47 of the Law on Investment, it/he/she shall send a notice to the concerned investment registration agency within 5 working days after making the decision. The investment registration agency shall receive the notice and notify such cessation to related agencies;

b/ In case a state management agency in charge of investment decides to cease operation of the investment project, it shall, based on opinions of competent state agencies for the cases specified in Clause 2, Article 47 of the Law on Investment, decide to cease all or some operations of the investment project and notify such cessation to related agencies and the investor. The state management agency in charge of investment or competent agencies in charge of the fields specified at Point a, b, c and dd, Clause 2, Article 47 of the Law on Investment shall make a minutes before deciding to cease all or some operations of the investment project. In case of cessation of operation of an investment project according to a legally effective court judgment or ruling or arbitral award, the state management agency in charge of investment shall, based on such court judgment or ruling or arbitral award, decide on cessation of all or some operations of the investment project;

c/ For an investment project that exerts adverse impacts or threatens to exert adverse impacts on national defense and security, the concerned provincial-level People’s Committee shall send a notice to the Ministry of Planning and Investment. The notice must contain information on the investor implementing the investment project; objectives, location, contents and implementation process of the investment project; assessment of impacts or potential impacts of the investment project on national defense and security; and recommendations on cessation of all or some operations of the investment project. At the proposal of the provincial-level People’s Committee, the Ministry of Planning and Investment shall consult the Ministry of National Defense and Ministry of Public Security on cessation of all or some operations of the investment project for submission to the Prime Minister for decision.

Article 57. Conditions and procedures for termination of operation of investment projects

1. Investment projects shall terminate operation in the cases specified in Clauses 1 and 2, Article 48 of the Law on Investment.

2. Procedures for termination of operation of an investment project are as follows:

a/ In case an investor itself/himself/herself decides to terminate operation of the investment project according to Point a, Clause 1, Article 48 of the Law on Investment, the investor shall send the decision on termination of operation of the investment project together with the investment registration certificate (if any) to the investment registration agency within 15 days after making the decision;

b/ In case the operation of the investment project is terminated according to terms and clauses of the contract or regulations of the enterprise charter or upon expiration of the project’s operation duration according to Point b or c, Clause 1, Article 48 of the Law on Investment, the investor shall notify thereof to the investment registration agency and return the investment registration certificate (if any) to the latter, enclosed with a copy of the document acknowledging the termination of operation of the investment project, within 15 days after the project’s operation is terminated. The investment registration agency shall notify such termination to related agencies;

c/ In case the operation of the investment project is terminated according to Clause 2, Article 48 of the Law on Investment, the investment registration agency shall decide on termination of the project’s operation and concurrently revoke the investment registration certificate, for investment projects already granted investment registration certificates. The investment registration certificate shall cease to be effective on the effective date of the decision on termination of the operation of the project.

3. For an investment project operating under investment certificate (which is also business registration certificate) or investment license, the investment registration agency shall decide on termination of operation of the investment project without revocation of the investment certificate (which is also business registration certificate) or investment license. In this case, the business registration contents in the investment certificate (which is also business registration certificate) or investment license remain valid.

In case an enterprise has its business registration certificate revoked according to the law on enterprises, the business registration agency shall carry out procedures for revocation of business registration contents in the investment certificate (which is also business registration certificate); the contents on the investment project remain valid.

4. In case an investor fails to carry out procedures for termination of operation of the investment project according to Point b, Clause 2 of this Article, the investment registration agency shall carry out procedures for termination of operation of the investment project according to Point c, Clause 2 of this Article.

5. For a case of termination of operation of an investment project according to Point a, b or dd, Clause 2, Article 48 of the Law on Investment, the investment registration agency shall make a minutes thereof before making decision on termination of operation of the investment project. For a case of termination of operation of an investment project specified at Point d, Clause 2, Article 48 of the Law on Investment, the investment registration agency shall decide on termination of operation of the investment project after a land recovery decision is issued.

6. In case an investor or investment registration agency decides on termination of some operations of an investment project according to Clause 1 or 2, Article 48 of the Law on Investment, the investor may continue implementing the part of the project that is not subject to operation termination and concurrently carry out procedures for adjustment of the investment project according to Article 44, 45, 46 or 47 of this Decree.

7. In case of termination of operation of an investment project concurrently with termination of operation of an economic organization, the investment project’s operation shall be terminated according to this Article and the investor shall carry out procedures for termination of operation of the economic organization according to relevant regulations applicable to the type of the economic organization.

8. After the operation of an investment project is terminated, the liquidation of the investment project is as follows:

a/ The investor shall itself/himself/herself liquidate the investment project in accordance with the law on liquidation of property;

b/ For investment projects for which the State allocates or leases land or permits land use purpose change, the handling of land use rights and land-attached assets must comply with the land law and relevant laws;

c/ In the course of liquidation of an investment project, if the investor being an economic organization is dissolved or goes bankrupt, the liquidation of the investment project must comply with the law on dissolution or bankruptcy of economic organizations.

Article 58. Termination of operation of investment projects in case investment registration agencies cannot contact investors

1. In case an investment project ceases its operation and the investment registration agency cannot contact the investor or its/his/her lawful representative, the investment registration agency shall proceed with the following procedures:

a/ Making a minutes of the investment project’s operation cessation and failure to contact the investor;

b/ Sending a document requesting the investor to contact the investment registration agency to settle the investment project’s operation cessation to the address registered by the investor with the investment registration agency. Within 30 days after sending the document according to this Point, if the investor fails to contact the investment registration agency, the latter shall carry out the procedures specified at Point c of this Clause;

c/ Sending a document to the commune-level People’s Committee of the locality where the investor resides (for domestic individual investors), or the Vietnam-based diplomatic representative mission of the country of which the investor holds citizenship (for foreign investors), to request the latter’s support in contacting the investor and concurrently post a notice requesting the investor to contact the investment registration agency to settle the termination of operation of the investment project on the National Investment Portal for 90 days.

2. After the measures specified in Clause 1 of this Article are taken and past 12 months from the date of cessation of the project’s operation but the investment registration agency still fails to contact the investor or its/his/her lawful representative, it shall decide to terminate the investment project’s operation.

3. After the investment registration agency decides to terminate the project’s operation, the management of the investment project’s assets must comply with the civil law’s provisions concerning the management of assets of persons absent from their places of residence.

4. Within the ambit of their functions and competence, competent state agencies shall perform the following tasks:

a/ Investment registration agencies shall designate persons to supervise the management of assets of investment projects whose operation is terminated under this Article if requested to do so by competent state agencies and persons with related rights and interests, unless otherwise prescribed by relevant laws;

b/ Tax offices and customs offices shall implement measures specified in the law on tax administration and relevant laws to retrieve tax arrears and investors’ financial obligations (if any) toward the State;

c/ State management agencies in charge of land shall recover land and handle land-attached assets in case investment projects are subject to land recovery in accordance with the land law;

d/ State management agencies in charge of labor affairs shall propose and guide the support of employees who lose their jobs and settle related entitlements in accordance with the labor law;

dd/ Other competent state agencies shall perform the state management of investment projects within the ambit of their functions and competence.

5. All requests of or disputes between investors and individuals/organizations over rights and obligations relating to investment projects specified in this Article shall be settled at courts or by arbitrations under the agreements between the concerned parties, and Vietnam’s law.

Article 59. Termination of operation of investment projects in case investors carry out investment activities on the basis of false civil transactions in accordance with the civil law

1. An investment registration agency shall decide to terminate all or some operations of an investment project in case the investor carries out investment activities on the basis of false civil transactions identified in accordance with the civil law or on the basis of a legally effective court judgment or ruling or arbitral award.

2. The investment registration agency, and related agencies, organizations and individuals may request the competent court to declare the investor’s civil transactions as null and void due to falsity in the course of implementation of the investment project so as to obtain grounds for terminating all or some operations of the project.

3. The order and procedures for termination of operation of an investment project must comply with Article 57 of this Decree.

Article 60. Termination of operation of investment projects according to court judgments or rulings or arbitral awards

Based on a legally effective court judgment or ruling or arbitral award on the termination of all or some operations of an investment project, the investment registration agency shall carry out procedures for termination of operation of the investment project according to Article 57 of this Decree.

Section 6

PROVISIONS ON INVESTMENT ACTIVITIES IN INDUSTRIAL PARKS, EXPORT PROCESSING ZONES, HI-TECH PARKS AND ECONOMIC ZONES

Article 61. Investment in building and commercial operation of infrastructure of industrial parks, export processing zones, hi-tech parks and economic zones

1. Investment in building and commercial operation of infrastructure of industrial parks and export processing zones must conform to the approved master plans on building of industrial parks and export processing zones.

2. For geographical areas meeting difficult socio-economic conditions, based on specific conditions of localities, provincial-level People’s Committees shall propose the Prime Minister to decide on establishment, or assignment of revenue-generating non-business units to act as investors, of investment projects on building and commercial operation of infrastructure of industrial parks and export processing zones.

3. Investors implementing investment projects on building and commercial operation of infrastructure of industrial parks, export processing zones, hi-tech parks and functional sub-zones in economic zones may:

a/ Build workshops, offices and warehouses for sale or lease;

b/ Set the rates of land rental and rates for sublease of land with technical infrastructural facilities; rates of charges for use of infrastructure facilities; lease rates and sale prices of workshops, offices and warehouses and other service charges in accordance with law and register price frames and charges for use of infrastructure facilities with management boards of industrial parks, export processing zones, hi-tech parks or economic zones. Such registration shall be made every 6 months or whenever the registered price frames and charges are adjusted;

c/ Collect charges for use of infrastructure facilities;

d/ Transfer land use rights and the rights to lease and sublease land with technical infrastructural facilities in industrial parks, export processing zones, hi-tech parks and functional sub-zones in economic zones to other investors in accordance with the land law and law on real estate business;

dd/ Carry out other activities in accordance with the Law on Investment, this Decree, the Government’s regulations on industrial parks, export processing zones, hi-tech parks and economic zones, and other relevant laws.

Article 62. Implementation of investment projects in industrial parks, export processing zones, hi-tech parks and economic zones

For investment projects in industrial parks, export processing zones, hi-tech parks and economic zones, investors may:

1. Rent or purchase existing workshops, offices and warehouses serving production and business activities;

2. Use and pay for use of technical infrastructure and service facilities, including systems of roads, power, water, water drainage, liaison communications, wastewater treatment, and waste treatment, and other service facilities and public utilities (below referred to as infrastructure use charges).

3. Transfer and acquire land use rights, lease or sublease land with technical infrastructural facilities to build workshops, offices and other works serving production and business activities in accordance with the land law and law on real estate business.

4. Lease or sublease existing workshops, offices, warehouses and other facilities serving production and business activities in accordance with in the land law and law on real estate business.

5. Carry out other activities in accordance with the Law on Investment, this Decree, the Government’s regulations on industrial parks, export processing zones, hi-tech parks and economic zones, and other relevant laws.

Chapter V

ESTABLISHMENT OF ECONOMIC ORGANIZATIONS AND IMPLEMENTATION OF INVESTMENT ACTIVITIES BY FOREIGN INVESTORS

Article 63. Establishment of economic organizations by foreign investors

1. Except the case specified in Article 67 of this Decree, foreign investors shall establish economic organizations and implement investment projects according to the following procedures:

a/ For cases of implementing new investment projects, foreign investors shall carry out procedures for approval of investment policy and grant of investment registration certificates for new investment projects and procedures for establishment of economic organizations in accordance with relevant provisions applicable to each type of economic organization;

b/ For cases of acquiring investment projects and establishing economic organizations, foreign investors shall carry out procedures for grant of investment registration certificates (in case the projects have not been granted investment registration certificates) or modification of investment registration certificates (in case the projects have been granted investment registration certificates) and procedures for establishment of economic organizations according to relevant provisions applicable to each type of economic organization.

2. Dossiers, order and procedures for establishment of economic organizations must comply with the law on enterprises or other relevant laws applicable to each type of economic organization.

3. The charter capital of an economic organization established by a foreign investor to implement an investment project is not necessarily equal to investment capital of that investment project. The economic organization established by the foreign investor shall contribute capital and mobilize other funding sources to implement the investment project according to the schedule stated in the investment registration certificate.

Article 64. Implementation of investment projects and business investment activities by foreign-invested economic organizations

1. In case of implementing new investment projects other than those that have been granted investment registration certificates, foreign-invested economic organizations shall comply with the following provisions:

a/ Economic organizations specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment shall carry out procedures for approval of investment policy and grant of investment registration certificates according to this Decree;

b/ Economic organizations that do not fall into the case specified at Point a of this Clause shall implement reporting regimes according to Clause 5, Article 72 of the Law on Investment. A report must cover information on name of the investment project, investment objectives and scale, investment capital, project implementation site, duration and progress, labor demand and investment incentives (if any).

2. Foreign-invested economic organizations may modify enterprise registration contents at business registration agencies without being required to have investment projects. The addition of business investment sectors and trades of foreign-invested economic organizations must be in line with market access conditions applicable to foreign investors (if any).

3. Foreign-invested economic organizations may establish their branches, representative offices and business locations outside their head offices without being required to have investment projects. Dossiers, order and procedures for the establishment of branches, representative offices and business locations of such organizations must comply with the law on enterprises and relevant laws applicable to each type of economic organization.

4. When conducting securities investment or trading in the securities market, foreign investors and foreign-invested economic organizations shall comply with the law on securities concerning investment procedures and charter capital holding rates, unless investment treaties have other provisions on charter capital holding rates.

Article 65. Conditions and principles of implementing investment activities in the form of capital contribution, or purchase of shares or contributed capital amounts

1. Domestic investors making investment in the form of contribution of capital to, or purchase of shares or contributed capital amounts at, economic organizations established in Vietnam shall comply with the conditions and procedures specified in the Law on Enterprises and relevant laws applicable to each type of economic organization.

2. The capital contribution, or purchase of shares or contributed capital amounts in the securities market must comply with the law on securities.

3. Enterprises in which the State holds 100% of charter capital and persons representing the state capital amounts in such enterprises shall comply with the conditions and procedures specified in the law on management and use of state capital invested in production and business at enterprises; law on management and use of public assets, and other relevant laws when making investment in the form of contribution of capital to, or purchase of shares or contributed capital amounts at, economic organizations or transfer of contributed capital amounts or shares to other organizations or individuals.

4. Foreign investors who contribute capital to, or purchase shares or contributed capital amounts of, economic organizations established in Vietnam must meet the conditions specified in Clause 2, Article 24 of the Law on Investment, including:

a/ The market access conditions applicable to foreign investors when contributing capital or purchasing shares or contributed capital amounts at economic organizations already established in Vietnam according to Clause 3, Article 9 of the Law on Investment and Articles 15, 16 and 17 of this Decree;

b/ Conditions on assurance of national defense and security and conditions on land use applicable to economic organizations to/of which foreign investors contribute capital or purchase shares or contributed capital amounts in case such organizations possess certificates of the rights to use land on islands and in border communes, wards or townships and coastal communes, wards or townships; or other regions with effects on national defense or security, except economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech parks and economic zones established according to the Government’s regulations.

5. Foreign organizations and individuals that receive shares or contributed capital amounts at economic organizations established in Vietnam under exchange or donation contracts or ownership transfer contracts in accordance with law or via inheritance must meet the conditions specified in Clause 4 of this Article and shall carry out the law-specified procedures applicable to foreign investors making investment in the form of capital contribution, or purchase of shares or contributed capital amounts.

Article 66. Procedures for implementation of investment activities in the form of capital contribution, or purchase of shares or contributed capital amounts applicable to foreign investors

1. Except the cases specified in Clause 2, Article 26 of the Law on Investment, economic organizations in which foreign investors invest in the form of capital contribution, or purchase of shares or contributed capital amounts shall carry out procedures for registration of change of members or shareholders at business registration agencies in accordance with the law on enterprises and other relevant laws applicable to each type of economic organization.

2. Economic organizations in which foreign investors invest in the form of capital contribution, or purchase of shares or contributed capital amounts as specified in Clause 2, Article 26 of the Law on Investment shall send 1 set of dossier for registration of capital contribution, or purchase of shares or contributed capital amounts to the investment registration agencies of the localities where their head offices are based. The dossier must comprise:

a/ A written registration for capital contribution, or purchase of shares or contributed capital amounts, covering enterprise registration information of the economic organization to/of which foreign investors intend to contribute capital or purchase of shares or contributed capital amounts; business sectors and trades; list of owners, members and founding shareholders; the list of owners, members and founding shareholders being foreign investors (if any); foreign investors’ charter capital holding rates before and after contributing capital to, or purchasing shares or contributed capital amounts at, the economic organization; projected transaction value of the contract on capital contribution, or purchase of shares or contributed capital amounts; and information on investment projects of the economic organization (if any);

b/ Copies of legal papers of individuals and organizations making contributing capital or purchasing shares or contributed capital amounts and the economic organization to/of which foreign investors contribute capital or purchase shares or contributed capital amounts;

c/ An in-principle agreement on capital contribution, or purchase of shares or contributed capital amounts between foreign investors and the economic organization to/at which foreign investors contribute capital or purchase shares or contributed capital amounts or between foreign investors and shareholders or members of the economic organization;

d/ Copies of the land use rights certificate of the economic organization to/of which foreign investors contribute capital or purchase shares or contributed capital amounts (for the case specified at Point b, Clause 4, Article 65 of this Decree).

3. For the case specified at Point a or b, Clause 2, Article 26 of the Law on Investment, within 15 days after receiving a valid dossier specified in Clause 2 of this Article, the investment registration agency shall consider the foreign investor’s satisfaction of conditions for capital contribution, or purchase of shares or contributed capital amounts specified in Clause 2, Article 24 of the Law on Investment, and Clause 4, Article 65 of this Decree and notify thereof to the investor, except the case specified in Clause 4 of this Article. The notice shall be sent to the foreign investor and the economic organization to/of which the foreign investor contributes capital or purchases shares or contributed capital amounts.

4. In case an economic organization to/of which foreign investors contribute capital or purchase shares or contributed capital amounts possesses a certificate of the rights to use land on islands and in border communes, wards or townships and coastal communes, wards or townships; or other regions with effects on national defense or security, the investment registration agency shall carry out the following procedures:

a/ Within 3 working days after receiving a valid dossier specified in Clause 2 of this Article, the investment registration agency shall consult the Ministry of National Defense and Ministry of Public Security on the economic organization’s satisfaction of the conditions specified at Point b, Clause 4, Article 65 of this Decree;

b/ Within 7 working days after receiving the consultation request from the investment registration agency, the Ministry of National Defense and Ministry of Public Security shall give opinions on the satisfaction of conditions for assurance of national defense and security by such economic organization. Past the time limit as requested, if the above-said agencies give no opinions, they shall be regarded as agreeing that the economic organization to/of which a foreign investor contributes capital or purchases shares or contributed capital amounts satisfies the conditions on assurance of national defense and security;

c/ Within 15 days after receiving a valid dossier, the investment registration agency shall consider the investor’s satisfaction of conditions for capital contribution, or purchase of shares or contributed capital amounts according to Clause 2, Article 24 of the Law on Investment, and Clause 4, Article 65 of this Decree and, based on opinions of the Ministry of National Defense and Ministry of Public Security, notify thereof to the investor. The notice shall be sent to such foreign investor and economic organization.

5.  After a foreign investor obtains approval for capital contribution, or purchase of shares or contributed capital amounts according to Clauses 3 and 4 of this Article, the economic organization to/of which the foreign investor contributes capital or purchases shares or contributed capital amounts shall carry out procedures to change members or shareholders at the investment registration agency in accordance with the law on enterprises and other relevant laws applicable to each type of economic organization. Rights and obligations of foreign investors in the capacity as members or shareholders of the economic organization shall be established after such procedures are completed.

Article 67. Procedures for establishment, and contribution of capital to, or purchase of shares or contributed capital amounts, of small- and medium-sized innovative startup enterprises and innovative startup investment funds

1. In case of establishing small- and medium-sized innovative startup enterprises to implement the investment projects specified in Clause 8, Article 19 of this Decree or contribute capital to, or purchase shares or contributed capital amounts of, small- and medium-sized innovative startup enterprises implementing the investment projects specified in Clause 8, Article 19 of this Decree, foreign investors shall carry out procedures similar to those applicable to domestic investors in accordance with the Law on Enterprises without having to carry out relevant  procedures specified in Articles 22 and 26 of the Law on Investment and Articles 63, 64, 65 and 66 of this Decree.

2. When establishing enterprises for the only purpose of managing innovative startup investment funds in Vietnam in accordance with the law on support for small- and medium-sized enterprises or contributing capital to these funds, foreign investors shall carry out procedures according to relevant provisions of the Law on Support for Small- and Medium-sized Enterprises without having to carry out the procedures specified in Articles 22 and 26 of the Law on Investment and Articles 63, 64, 65 and 66 of this Decree.

Chapter VI

OFFSHORE INVESTMENT ACTIVITIES

Section 1

GENERAL PROVISIONS

Article 68. Investors making offshore investment

1. Enterprises established and operating in accordance with the Law on Enterprises and the Law on Investment.

2. Cooperatives and cooperative unions established and operating in accordance with the Law on Cooperatives.

3. Credit institutions established and operating in accordance with the Law on Credit Institutions.

4. Business households registered in accordance with Vietnam’s law.

5. Individuals holding Vietnamese citizenship, except the cases specified in Clause 2, Article 17 of the Law on Enterprises.

6. Other organizations that make business investment in accordance with Vietnam’s law.

Article 69. Offshore investment capital

1. The sources of capital for offshore investment include investors’ money and other lawful assets, including equity, capital borrowed in Vietnam and transferred abroad, profits earned from offshore investment projects and permitted to be retained for implementation of overseas investment activities.

2. Money and other lawful assets specified in Clause 1 of this Article include:

a/ Foreign currencies on accounts at licensed credit institutions or purchased at licensed credit institutions in accordance with law;

b/ Vietnam dong in accordance with Vietnam’s law on foreign exchange management;

c/ Machinery, equipment, supplies, raw materials, fuels, and goods being finished products or semi-finished products;

d/ Value of intellectual property rights, technologies, brands and property rights;

dd/ Investors’ shares, contributed capital amounts and projects that are swapped at domestic and overseas economic organizations according to Clause 4 of this Article;

e/ Other lawful assets in accordance with the civil law.

3. Offshore investment capital shall be used to contribute capital or provide loans to overseas economic organizations, make payment for purchase of shares or contributed capital amounts, or fulfill arising guarantee obligations (if any) to make offshore investment in the forms specified at Points a, b, c and dd, Clause 1, Article 52 of the Law on Investment. Capital amounts already transferred abroad, when recovered and transferred back to the country, shall not be accounted as capital already transferred abroad.

4. Vietnamese investors may use their shares, contributed capital amounts or investment projects in Vietnam to pay or swap for the purchase of shares, contributed capital amounts or investment projects from overseas economic organizations. In this case, Vietnamese investors shall carry out procedures for grant of an offshore investment registration certificate first, then foreign investors shall carry out procedures for investment in Vietnam in accordance with law.

Article 70. Offshore investment by foreign-invested economic organizations in Vietnam

For economic organizations in which foreign investors hold more than 50% of the charter capital, offshore investment capital must be their equity, exclusive of capital contributed to make investment in Vietnam. If using additionally contributed capital amounts to make offshore investment, investors shall carry out procedures for grant of an offshore investment registration certificate according to this Decree first, then carry out procedures for increase of capital and make sufficient contributions to charter capital in Vietnam before transferring investment capital abroad.

Article 71. Offshore investment by state enterprises

1. Conditions for making investment decision, competence, process and procedures for making investment decision and terminating investment for offshore investment projects of state enterprises must comply with the law on management and use of state capital invested in production and business at enterprises and other relevant laws.

2. Agencies acting as the owner’s representatives shall decide on offshore investment policy and offshore investment termination policy according to internal procedures and regulations within their competence and tasks as specified by the law on management and use of state capital invested in production and business at enterprises and other relevant laws.

3. Responsibilities of agencies acting as the owner’s representatives 

a/ To make offshore investment decision according to their competence and take responsibility for effectiveness of investment activities in accordance with the law on management and use of state capital invested in production and business at enterprises and other relevant laws;

b/ To inspect and supervise offshore investment activities; to settle problems in implementation of the law on offshore investment;

c/ To manage and supervise the use of state capital amounts for offshore investment by state enterprises and state capital amounts invested in enterprises which are under their management or in which they act as the owner’s representatives; to assess the effectiveness of use of state capital invested in enterprises making offshore investment;

d/ To make reports on offshore investment activities under their management as specified in Article 73 of the Law on Investment and send them to the Ministry of Planning and Investment.

Article 72. Conditions on sectors and trades subject to conditional offshore investment

1. With regard to the sectors and trades of banking, insurance and securities specified at Points a, b and c, Clause 1, Article 54 of the Law on Investment, investors must satisfy the conditions specified in the laws on banking, insurance and securities and obtain the written approval from competent agencies.

2. With regard to the sectors and trades of press, radio and television broadcasting specified at Point d, Clause 1, Article 54 of the Law on Investment, investors must be organizations that have been licensed to conduct press or radio or television broadcasting activities in Vietnam and obtain the written approval from the Ministry of Information and Communications.

3. With regard to the sectors and trades of real estate business specified at Point dd, Clause 1, Article 54 of the Law on Investment, investors must be enterprises established in accordance with the Law on Enterprises.

Article 73. Documents identifying locations of investment projects in foreign countries

1. The following investment projects must have documents identifying their locations:

a/ Projects subject to offshore investment policy approval by the Prime Minister or the National Assembly;

b/ Energy projects;

c/ Animal husbandry, crop production, forest planting and aquaculture projects;

d/ Mineral survey, exploration, exploitation and processing projects;

dd/ Projects involving the construction of production, processing or manufacturing plants or facilities;

e/ Investment projects on construction of works or infrastructure facilities; investment projects on real estate business, excluding provision of the services of real estate brokerage, real estate trading floors, real estate counseling, and real estate management.

2. A document identifying the location of an investment project may be any of the following documents, which must have the contents identifying the location of the project:

a/ Investment license or document of equivalent validity of the host country or territory;

b/ Decision on land allocation or land lease, issued by a competent authority of the host country or territory;

c/ Bid-winning contract or contractor’s contract; land allocation or land lease contract; investment or business cooperation contract, enclosed with documents proving the rights to the location of the related parties mentioned in the contract;

d/ In-principle agreement on allocation of land, lease of land, lease of business location, transfer of land use rights or land-attached assets; business investment cooperation agreement, enclosed with documents proving the rights to the location of the related parties mentioned in the agreement.

Article 74. Documents identifying the form of offshore investment

1. With regard to offshore investment in the form of overseas contract specified at Point b, Clause 1, Article 52 of the Law on Investment, investors shall submit investment agreements or contracts with foreign partners or other documents of equivalent validity, enclosed with documents on the legal status of the foreign partners.

2. With regard to offshore investment in the form of contribution of capital or purchase of shares or contributed capital amounts from overseas economic organizations to participate in the management of such economic organizations, investors shall submit agreements or contracts or other documents proving the contribution of capital or purchase of shares or contributed capital amounts, enclosed with documents on the legal status of the overseas economic organizations to which the investors contribute capital or from which the investors purchase shares or contributed capital amounts.

3. With regard to offshore investment in other forms in accordance with the laws of the host countries as specified at Point dd, Clause 1, Article 52 of the Law on Investment, investors shall submit documents identifying such investment forms in accordance with laws of the host countries or territories.

Section 2

PROCEDURES FOR GRANT AND MODIFICATION OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATES FOR PROJECTS SUBJECT TO APPROVAL OF OFFSHORE INVESTMENT POLICY

Article 75. Dossiers of application for offshore investment registration certificates for projects subject to approval of offshore investment policy

1. The documents specified in Clause 1, Article 57 of the Law on Investment.

2. For the document specified at Point dd, Clause 1, Article 57 of the Law on Investment, if the investor submits a commitment to self-balancing foreign currency sources, it/he/she shall enclose the commitment with a credit institution’s written certification of its/his/her foreign-currency account balance.

3. A tax office’s document certifying the investor’s performance of tax payment obligations according to Clause 5, Article 60 of the Law on Investment.

4. A document certifying the location of the overseas investment project, for the case specified in Article 73 of this Decree.

5. A document identifying the form of offshore investment, for the case specified in Article 74 of this Decree.

6. A report on the provision of loans to the concerned overseas economic organization, covering the following contents: name of the borrower; total loan amount; loan purpose and conditions; disbursement plan; debt recovery plan; security measures and plan on realization of collaterals (if any); plan on balancing foreign-currency sources serving loan provision; assessment of the borrower’s financial capacity; degree of risks and proposed measures to prevent risks with regard to the loan, in case the offshore investment project states that the investor shall provide loans to the overseas economic organization for the latter to implement the project.

7. Documents determining the performance of arising guarantee obligations, in case the overseas investment project states that the investor shall provide guarantee to the overseas economic organization for the latter to borrow loans to implement the project.

8. Other relevant documents.

Article 76. Order and procedures for grant of offshore investment registration certificates for projects subject to approval of offshore investment policy

1. The order and procedures for projects subject to approval of offshore investment policy by the National Assembly must comply with Article 57 of the Law on Investment and the Government’s separate regulations on the order and procedures for appraisal of national important projects.

2. The order and procedures for a project subject to approval of offshore investment policy by the Prime Minister are as follows:

a/ The investor shall declare information concerning the dossier of application for an offshore investment registration certificate on the national investment information systems and submit 8 dossier sets (including 1 original set) to the Ministry of Investment and Planning within the subsequent 15 days. The dossier shall be received by the Ministry of Investment and Planning if it contains sufficient documents in sufficient quantity as specified by law;

b/ Within 3 working days after receiving the dossier, the Ministry of Investment and Planning shall send the dossier to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, and provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence to consult the latter;

c/ Within 15 days after receiving the consultation request and the dossier, the consulted agencies shall give their written opinion on contents falling under their state management or assigned to them and send their opinions to the Ministry of Planning and Investment;

d/ Within 30 days after receiving the dossier, the Ministry of Planning and Investment shall organize the appraisal of the dossier and make an appraisal report with the contents specified in Clause 3, Article 57 of the Law on Investment for submission to the Prime Minister for consideration and approval of offshore investment policy;

dd/ In the course of dossier appraisal, if there are any issues that need to be further clarified, the Ministry of Planning and Investment shall notify the investor thereof in writing. After the investor gives explanations or makes supplementations, if the project is still unqualified for submission to the Prime Minister for consideration and approval of offshore investment policy, the Ministry of Planning and Investment shall issue a notice of the refusal to grant an offshore investment registration certificate to the investor;

e/ Within 10 days after receiving the Ministry of Planning and Investment’s appraisal report, the Prime Minister shall issue a decision on approval of offshore investment policy with the contents specified in Clause 8, Article 57 of the Law on Investment;

g/ For offshore investment projects of state enterprises, after obtaining the Prime Minister’s decisions on approval of offshore investment policy, competent agencies or organizations specified in the law on management and use of state capital invested in production and business at enterprises shall make offshore investment decision;

h/ Within 5 working days after receiving the Prime Minister’s decision on approval of offshore investment policy specified at Point e of this Clause and the offshore investment decision specified at Point g of this Clause, the Ministry of Planning and Investment shall grant an offshore investment registration certificate, which acknowledges the identification number of the investment project as specified in Article 37 of this Decree, to the investor and, at the same time, make and send copies of the certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence, tax office having certified the investor’s fulfillment of tax payment obligations, and agency representing the investor’s owner (if any);

i/ In case the Prime Minister disapproves offshore investment policy, within 3 working days after receiving the Prime Minister’s document stating his/her opinion, the Ministry of Planning and Investment shall issue a notice of refusal to grant an offshore investment registration certificate to the investor, clearly stating the reason.

Article 77. Dossiers, order and procedures for modification of offshore investment registration certificates for projects subject to approval of offshore investment policy

1. A dossier of request for modification of an offshore investment registration certificate must comprise:

a/ The documents specified in Clause 3, Article 63 of the Law on Investment;

b/ The documents specified at Points c, d, dd, e and g, Clause 1, Article 57 of the Law on Investment and in Clauses 2, 4, 5, 6 and 7, Article 75 of this Decree concerning the to-be-modified contents;

c/ Other relevant documents.

2. The order and procedures for modification of offshore investment registration certificates for projects subject to approval of offshore investment policy or approval of adjustment of offshore investment policy by the National Assembly must comply with Article 57 of the Law on Investment and the Government’s separate regulations on the order and procedures for appraisal of national important projects.

3. The order and procedures for modification of the offshore investment registration certificate for a project subject to approval of offshore investment policy or approval of adjustment of offshore investment policy by the Prime Minister are as follows:

a/ The investor shall declare information concerning the dossier of request for modification of the offshore investment registration certificate on the national investment information systems and submit 8 dossier sets (including 1 original set) to the Ministry of Investment and Planning within the subsequent 15 days. The dossier shall be received by the Ministry of Investment and Planning if it contains sufficient documents in sufficient quantity as specified by law;

b/ Within 3 working days after receiving the dossier, the Ministry of Investment and Planning shall send the dossier to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, and provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence to consult the latter;

c/ Within 15 days after receiving the consultation request and the dossier, the consulted agencies shall give their written opinions on contents falling under their state management or assigned to them and send their opinions to the Ministry of Planning and Investment;

d/ Within 30 days after receiving the dossier, the Ministry of Planning and Investment shall organize the appraisal of the dossier and make an appraisal report with the contents requested by the investor for modification corresponding to those specified in Clause 3, Article 57 of the Law on Investment for submission to the Prime Minister for consideration and approval of offshore investment policy or approval of adjustment of offshore investment policy;

dd/ In the course of dossier appraisal, if there are any issues that need to be further clarified, the Ministry of Planning and Investment shall notify the investor thereof in writing. After the investor gives explanations or makes supplementations, if the project is still unqualified for submission to the Prime Minister for consideration and approval of offshore investment policy or approval of adjustment of offshore investment policy, the Ministry of Planning and Investment shall issue a notice of the refusal to modify the offshore investment registration certificate to the investor;

e/ Within 10 days after receiving the Ministry of Planning and Investment’s appraisal report, the Prime Minister shall approve offshore investment policy or approve adjustment of offshore investment policy with the contents specified in Clause 8, Article 57 of the Law on Investment;

g/ For offshore investment projects of state enterprises, after obtaining the Prime Minister’s decisions on approval of offshore investment policy or decisions on approval of adjustment of offshore investment policy, competent agencies or organizations specified in the law on management and use of state capital invested in production and business at enterprises shall decide on adjustment of offshore investment activities;

h/ Within 5 working days after receiving the Prime Minister’s decision on approval of offshore investment policy or decision on approval of adjustment of offshore investment policy specified at Point e of this Clause and the decision on adjustment of offshore investment activities specified at Point g of this Clause, the Ministry of Planning and Investment shall modify the offshore investment registration certificate and, at the same time, make and send copies of the modified certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence, tax office having certified the investor’s fulfillment of tax payment obligations, and agency representing the investor’s owner (if any);

i/ In case the Prime Minister disapproves offshore investment policy or adjustment of offshore investment policy, within 3 working days after receiving the Prime Minister’s document stating his/her opinion, the Ministry of Planning and Investment shall issue a notice of refusal to modify the offshore investment registration certificate to the investor, clearly stating the reason.

Section 3

PROCEDURES FOR GRANT AND MODIFICATION OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATES FOR PROJECTS NOT SUBJECT TO APPROVAL OF OFFSHORE INVESTMENT POLICY

Article 78. Dossiers, order and procedures for grant of offshore investment registration certificates for projects not subject to approval of offshore investment policy

1. A dossier of application for an offshore investment registration certificate must comprise:

a/ The documents specified in Clause 2, Article 61 of the Law on Investment;

b/ For the document specified at Point d, Clause 2, Article 61 of the Law on Investment, if the investor submits a written commitment to self-balancing foreign-currency sources, it/he/she shall enclose the commitment with a credit institution’s written certification of its/his/her foreign-currency account balance;

c/ A tax office’s document certifying the investor’s fulfilment of tax payment obligation according to Clause 5, Article 60 of the Law on Investment;

d/ A document certifying the location of the overseas investment project, for the case specified in Article 73 of this Decree;

dd/ A document identifying the form of offshore investment, for the case specified in Article 74 of this Decree.

2. Order and procedures for grant of an offshore investment registration certificate:

a/ The investor shall declare information concerning the dossier of application for an offshore investment registration certificate on the national investment information systems and submit 3 dossier sets (including 1 original set) to the Ministry of Investment and Planning within the subsequent 15 days. The dossier shall be received by the Ministry of Investment and Planning if it contains sufficient documents in sufficient quantity as specified by law;

b/ The Ministry of Investment and Planning shall examine the validity of the dossier. If the dossier is invalid or has any contents that need to be further clarified, the Ministry of Planning and Investment shall notify thereof in writing to the investor within 5 working days after receiving the dossier;

c/ In case the foreign-currency amount to be transferred abroad is equivalent to VND 20 billion or more, the Ministry of Planning and Investment shall send a consultation request to the State Bank of Vietnam according to Clause 3, Article 61 of the Law on Investment. Within 7 working days after receiving the request, the State Bank of Vietnam shall send to the Ministry of Planning and Investment a reply on the investor’s transfer of capital abroad before it/he/she is granted an offshore investment registration certificate; satisfaction of the law-specified conditions for money transfer; and borrowing of loans, provision of loans to the concerned overseas economic organization, or provision of guarantee for the concerned overseas economic organization, and other related issues;

d/ In case the offshore investment project states that the investor shall provide loans to the overseas economic organization to implement investment activities, after being granted an offshore investment registration certificate, the investor shall carry out procedures so as to obtain approval of the offshore lending in accordance with the law on foreign exchange;

dd/ In case the investment project involves press or radio or television broadcasting, the Ministry of Planning and Investment shall send a consultation request to the Ministry of Information and Communications according to Clause 2, Article 72 of this Decree. Within 7 working days after receiving the request, the Ministry of Information and Communications shall issue a written reply to the Ministry of Planning and Investment;

e/ Within 15 days after receiving a valid dossier, the Ministry of Planning and Investment shall grant an offshore investment registration certificate, which acknowledges the identification number of the investment project as specified in Article 37 of this Decree to the investor and, at the same time, make and send copies of the certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence, tax office having certified the investor’s fulfillment of tax payment obligations, and agency representing the investor’s owner (if any);

g/ In case the dossier is invalid or unqualified for grant of an offshore investment registration certificate, the Ministry of Planning and Investment shall issue a notice of refusal to grant an offshore investment registration certificate to the investor, clearly stating the reason.

Article 79. Dossiers, order and procedures for modification of offshore investment registration certificates for projects not subject to approval of offshore investment policy

1. A dossier of request for modification of an offshore investment registration certificate must comprise:

a/ The documents specified in Clause 3, Article 63 of the Law on Investment;

b/ The documents specified at Points d and dd, Clause 2, Article 61 of the Law on Investment and Points b, d and dd, Clause 1, Article 78 of this Decree concerning the to-be-modified contents;

c/ Documents determining the performance of arising guarantee obligations in case the offshore investment project states that the investor shall provide guarantee to the overseas economic organization for the latter to borrow loans to implement the investment project.

2. Order and procedures for modification of an offshore investment registration certificate:

a/ The investor shall declare information concerning the dossier of request for modification of the offshore investment registration certificate on the national investment information systems and submit 3 dossier sets (including 1 original set) to the Ministry of Investment and Planning within the subsequent 15 days. The dossier shall be received by the Ministry of Investment and Planning if it contains sufficient documents in sufficient quantity as specified by law;

b/ The Ministry of Investment and Planning shall examine the validity of the dossier. If the dossier is invalid or has any contents that need to be further clarified, the Ministry of Planning and Investment shall notify thereof in writing to the investor within 5 working days after receiving the dossier;

c/ In case the foreign-currency amount to be transferred abroad is equivalent to VND 20 billion or more, the Ministry of Planning and Investment shall send a consultation request to the State Bank of Vietnam according to Clause 3, Article 61 of the Law on Investment. Within 7 working days after receiving the request, the State Bank of Vietnam shall send to the Ministry of Planning and Investment a reply on the investor’s transfer of capital abroad; satisfaction of the law-specified conditions for money transfer; and borrowing of loans, provision of loans to the concerned overseas economic organization, or provision of guarantee for the concerned overseas economic organization, and other related issues;

d/ In case the offshore investment project states that the investor shall provide loans to the overseas economic organization or provide guarantee to the overseas economic organization for the latter to borrow loans, the investor shall carry out procedures so as to obtain approval of the offshore lending or performance of arising guarantee obligations in accordance with the law on foreign exchange;

dd/ In case the investment project involves press or radio or television broadcasting activities, the Ministry of Planning and Investment shall send a consultation request to the Ministry of Information and Communications according to Clause 2, Article 72 of this Decree. Within 7 working days after receiving the request, the Ministry of Information and Communications shall issue a written reply to the Ministry of Planning and Investment;

e/ Within 15 days after receiving a valid dossier, the Ministry of Planning and Investment shall modify the offshore investment registration certificate to the investor and, at the same time, make and send copies of the modified certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, provincial-level People’s Committee of the locality where the investor locates its head office or registers his/her permanent residence, tax office having certified the investor’s fulfillment of tax payment obligations, and agency representing the investor’s owner (if any);

g/ In case the dossier is invalid or unqualified, the Ministry of Planning and Investment shall issue a notice of refusal to modify the offshore investment registration certificate to the investor, clearly stating the reason.

3. Order and procedures for updating information on an offshore investment project in the national investment information systems:

a/ Within 1 month after the offshore investment project undergoes changes which, however, are not subject to modification of the offshore investment registration certificate under Clause 2, Article 63 of the Law on Investment, the investor shall access the offshore investment project’s account on the national investment information systems and update information on such changes;

b/ For the contents inscribed in the offshore investment registration certificate which have been updated by the investor in the national investment information systems under Point a of this Clause, the Ministry of Planning and Investment shall acknowledge these contents in the project’s modified offshore investment registration certificate when the investor carries out procedures for modification of the offshore investment registration certificate.

Article 80. Online grant and modification of offshore investment registration certificates

1. For dossiers for grant or modification of offshore investment registration certificates of projects each with an offshore investment capital amount of under VND 20 billion and not in the sectors and trades subject to conditional offshore investment, investors may either submit paper dossiers according to the process specified in Article 78 or 79 of this Decree or submit dossiers online on the national investment information systems in either of the two forms: using digital signatures or not using digital signatures.

2. Identification numbers of investment projects, and dossiers and procedures for grant or modification of offshore investment registration certificates must comply with relevant provisions in Articles 37, 38, 39 and 40 of this Decree.

Article 81. Procedures for re-grant of and correction of information on offshore investment registration certificates

Procedures for re-grant of and correction of information on offshore investment registration certificates must comply with relevant provisions in Article 41 of this Decree.

Section 4

IMPLEMENTATION OF INVESTMENT PROJECTS

Article 82. Transfer of capital abroad

1. Investors may transfer investment capital abroad to implement investment activities in foreign countries according to Article 66 of the Law on Investment.

2. Investors may transfer abroad foreign currencies, goods, machinery and equipment before they are granted offshore investment registration certificates to cover expenses for activities to form their investment projects, including:

a/ Conducting market and investment opportunity research;

b/ Conducting field survey;

c/ Conducting document study;

d/ Collecting and purchasing documents and information relating to selection of investment projects;

dd/ Conducting synthesis, evaluation and appraisal, including also selection and hiring of consultants to conduct evaluation and appraisal of investment projects;

e/ Holding scientific seminars and conferences;

g/ Establishing and operating overseas liaison offices related to the formation of investment projects;

h/ Participating in international bidding, making deposits or collaterals or providing financial guarantee in other forms, and paying expenses and fees at the request of bid solicitors or host countries or territories concerning conditions for participation in bidding or implementation of investment projects;

i/ Participating in acquisition and merger activities, making deposits or collaterals or providing financial guarantee in other forms, paying expenses and fees at the request of company sellers or in accordance with the laws of host countries or territories;

k/ Conducting contract negotiation;

l/ Purchasing or hiring assets to support the formation of overseas investment projects.

3. The transfer of foreign currencies, goods, machinery and equipment abroad under Clause 2 of this Article must comply with the laws on foreign exchange, export, customs, and technology.

4. The limit of foreign currency transfer under Clause 2 of this Article must neither exceed 5% of the total offshore investment capital nor exceed USD 300,000, which shall be included in the total offshore investment capital, unless otherwise provided by the Government.

5. The State Bank of Vietnam shall provide detailed guidance on foreign exchange management with regard to the transfer of foreign currencies abroad to implement the activities specified in this Article.

6. The transfer of capital in machinery, equipment and goods abroad to implementation offshore investment projects and back to Vietnam shall be subject to customs procedures in accordance with the customs law. The Ministry of Finance shall provide detailed guidance on transfer of machinery, equipment and goods abroad to implement the activities specified in this Article.

Article 83. Implementation of regulations on reporting on offshore investment

1. After obtaining an offshore investment registration certificate, an investor shall be granted an account for accessing the national investment information systems to make periodical reports according to regulations.

2. Investors shall send reports on implementation of offshore investment projects according to Clauses 3, 4 and 5, Article 73 of the Law on Investment and, at the same time, manage their accounts and update information sufficiently, timely and accurately to the national investment information systems.

3. In case there are disparities between information reported on the national investment information systems and information on paper reports, information on the national investment information systems shall prevail.

4. Measures for handling investors that fail to make reports according to regulations:

a/ The Ministry of Planning and Investment shall issue a warning letter, for first-time violations;

b/ Imposing administrative sanctions in accordance with the law on sanctioning of administrative violations in the field of planning and investment;

c/ Publicizing information on violations on the national investment information systems, the Ministry of Planning and Investment’s Portal and other mass media.

Article 84. Financial obligations

1. Investors shall fulfill financial obligations related to offshore investment projects to the Vietnamese State in accordance with the tax laws.

2. Investors that are state enterprises shall fulfill financial obligations related to offshore investment projects to the Vietnamese State in accordance with the laws on tax and management and use of state capital invested in production and business at enterprises.

3. Import and export duty exemption for the capital in the forms of goods, machinery and equipment transferred abroad for implementation of investment activities and transfer to Vietnam must comply with the law on import duty and export duty.

Article 85. Sending Vietnamese workers abroad to work for offshore investment projects

1. Investors may only send Vietnamese workers abroad to work for their offshore investment projects in accordance the labor laws of Vietnam and host countries or territories.

2. Investors shall carry out all procedures to send Vietnamese workers abroad to work for their offshore investment projects; guarantee lawful interests of Vietnamese guest workers; take responsibility for settling issues arising in the sending of Vietnamese workers abroad to work for offshore investment projects in accordance with the law on Vietnamese guest workers and other relevant laws.

Article 86. Termination of offshore investment activities

1. Right after terminating investment activities, investors shall liquidate their investment projects in accordance with the laws of host countries or territories.

2. Within 6 months after obtaining tax finalization reports or documents of equivalent validity in accordance with the laws of host countries or territories relating to the completion of liquidation of investment projects, investors shall transfer to the country all proceeds from liquidation of their investment projects.   

3. If wishing to extend the time limit specified in Clause 2 of this Article, at least 15 days before such time limit expires, investors shall send a written request, clearly stating the reason, to the Ministry of Planning and Investment for consideration and decision. The above-said time limit may be extended once for at most 6 months. Within 15 days after receiving the investors’ request, the Ministry of Planning and Investment shall issue a written reply on the extension of the time limit for transfer to the country all proceeds from liquidation of investment projects.

4. Within 60 days after completing the liquidation of overseas investment projects and transfer back to the country all proceeds from the liquidation (if any), the investors shall carry out procedures to invalidate offshore investment registration certificates according to Article 87 of this Decree.

Article 87. Dossiers, order and procedures for invalidation of offshore investment registration certificates

1. An investor shall submit 2 sets of the dossier of request for invalidation of an offshore investment registration certificate (including 1 original set) which must comprise:

a/ A request for invalidation of the offshore investment registration certificate;

b/ The originals of the granted offshore investment registration certificates;

c/ The decision on termination of the overseas investment project according to relevant provisions in Article 59 of the Law on Investment.

d/ Documents proving the investor’s completion and liquidation of the project and transfer of all money, assets and proceeds from the completion and liquidation of the project to the country according to Article 86 of this Decree;

dd/ Documents on the investor’s legal status.

2. The Ministry of Planning and Investment shall examine the validity of the dossier. If the dossier is invalid or has any contents that need to be further clarified, the Ministry of Planning and Investment shall notify the investor in writing for the latter to complete the dossier.

3. The Ministry of Planning and Investment shall send the dossier to the State Bank of Vietnam to solicit the latter’s opinions on the investor’s foreign exchange transactions and observance of regulations of the law on foreign exchange, violations and handling of violations under the latter’s competence (if any).

4. Within 15 days after receiving a valid dossier, the Ministry of Planning and Investment shall issue a decision on invalidation and revocation of the offshore investment registration certificate and, at the same time, make and send copies of such certificate to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, Invalids and Social Affairs, concerned line ministry, provincial-level People’s Committees of the locality where the investor locates its head office or registers his/her permanent residence, tax office having certified the investor’s fulfillment of tax payment obligations, and agency representing the investor’s owner (if any).

5. In case of termination of an offshore investment project under Point d, Clause 1, Article 64 of the Law on Investment, before transferring the whole amount of overseas investment capital to the foreign investor and terminating the project, the investor shall notify thereof to the State Bank of Vietnam.

6. In case of termination of an offshore investment project under Point dd, Clause 1, Article 64 of the Law on Investment, if the investor fails to carry out procedures for invalidation of the offshore investment registration certificate, the Ministry of Planning and Investment shall, based on the Law on Investment and this Decree, invalidate the offshore investment registration certificate and send a notice thereof to the investor and related state management agencies. After the offshore investment registration certificate is invalidated, if the investor wishes to continue implementing the offshore investment project, it/he/she shall carry out procedures to apply for an offshore investment registration certificate in accordance with the Law on Investment and this Decree.

7. For projects subject to approval of offshore investment policy, investors and agencies deciding on offshore investment shall themselves terminate the projects and report thereon to agencies and persons competent to approve offshore investment policy.

Chapter VII

INVESTMENT PROMOTION

Article 88. Contents of investment promotion activities

1. Researching into investment potential, markets, trends and partners.

2. Building images, disseminating, advertising and introducing the investment environment, policies, opportunities and linkages.

3. Providing support and guidance for, and facilitating, investment activities.

4. Building information systems and databases serving investment promotion activities.

5. Formulating lists of projects calling for investment.

6. Formulating publications and documents serving investment promotion activities.

7. Organizing training, refresher training, and capacity building courses on investment promotion.

8. Entering into domestic and international cooperation on investment promotion.

Article 89. Modes of investment promotion

1. Investment promotion activities shall be carried out by the following modes:

a/ Collecting information, summarizing, studying and formulating schemes, reports and documents; building information systems and databases serving investment promotion activities; building portals and websites on investment promotion;

b/ Organizing teams to conduct survey and research activities at home and abroad and investment promotion teams to work on each specific theme or with each specific partner;

c/ Holding forums, conferences, seminars and talks on investment promotion at home and abroad;

d/ Holding dialogues among agencies, organizations, enterprises and investors;

dd/ Connecting investors with state agencies, other investors, and organizations and individuals;

e/ Disseminating information on the investment environment, policies and laws in the mass media at home and abroad;

g/ Providing investors with information and guidance on performance of investment procedures and investment-related administrative procedures;

h/ Summarizing proposals and recommendations of investors and settling difficulties and problems arising in the course of implementing investment and business activities.

2. Investment promotion activities may be carried out by one or more than one mode depending on the contents and requirements of each activity.

Article 90. Coordination of investment promotion activities

1. Modes of coordinating investment promotion activities:

a/ Arranging and organizing investment promotion activities, ensuring effectiveness and conformity with domestic, international, territorial and local contexts and specific conditions at each certain time;

b/ Balancing the contents, time, time period and progress of, composition of investment promotion teams, and expenditures for, investment promotion activities in conformity with requirements and realities.

2. The Ministry of Planning and Investment shall act as the focal point assisting the Government in uniformly coordinating investment promotion activities. The Ministry of Planning and Investment shall:

a/ Guide ministries, ministerial-level agencies and provincial-level People’s Committees to formulate annual investment promotion programs in conformity with the national investment promotion plan and program;

b/ Coordinate the formulation and implementation of the national investment promotion program;

c/ Guide and coordinate investment promotion programs of ministries, ministerial-level agencies and provincial-level People’s Committees.

3. Ministries, ministerial-level agencies and provincial-level People’s Committees shall:

a/ Coordinate the implementation of their investment promotion programs;

b/ Propose the Ministry of Planning and Investment to adjust the national investment promotion program;

c/ Regularly review the implementation of investment promotion activities according to approved programs and update information on the National Information System on Investment Promotion.

Article 91. Investment promotion agencies

1. The Ministry of Planning and Investment shall act as the agency assisting the Government in performing the state management of investment promotion activities nationwide.

2. Ministries and sectors shall assign units to act as focal points implementing investment promotion activities based on the fields and sectors falling under their functions and competence.

3. Provincial-level Departments of Planning and Investment shall act as the focal points assisting provincial-level People’s Committees in performing the state management of investment promotion work.

4. Depending on specific demands and conditions, provincial-level People’s Committees shall establish investment promotion agencies or units belonging to their organizational structures and arrange physical foundations, working conditions, payrolls and operating expenses for them. In case of establishing investment promotion agencies under provincial-level People’s Committees, it is required to obtain consents of the Ministry of Home Affairs and the Ministry of Planning and Investment’ before the establishment is reported to the Prime Minister for consideration and decision in accordance with law.

5. Entities acting as focal points in investment promotion activities in foreign countries:

a/ Entities acting as focal points in investment promotion activities in foreign countries shall be placed under and subject to the management by overseas Vietnamese representative missions;

b/ Depending on specific requirements in each area, the Ministry of Planning and Investment shall reach agreement with the Ministry of Foreign Affairs on the number of persons in charge of investment promotion at representative missions. In areas each with 2 or more officers in charge of investment promotion work, investment promotion divisions shall be established under Vietnamese overseas representative missions;

c/ Entities acting as focal points in investment promotion activities in foreign countries shall be subject to professional direction by the Ministry of Planning and Investment and all-faceted direction by Vietnamese overseas representative missions.

Article 92. The national investment promotion program

1. The national investment promotion program is a collection of national-level inter-regional and inter-sectoral investment promotion activities which are carried out by ministries and provincial-level People’s Committees with state budget funds.

2. Formulation of the national investment promotion program

a/ The national investment promotion program shall be formulated on a yearly basis. The Ministry of Planning and Investment shall act as the focal point in formulating the national investment promotion program on the basis of summarizing proposals of agencies in charge of investment promotion activities;

b/ Before May 30, agencies in charge of investment promotion activities shall send their proposals for implementation of the national investment promotion program of the next year to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion. Proposals sent after this deadline shall be incorporated in the national investment promotion program of the year following that year;

c/ Before June 30, the Ministry of Planning and Investment shall notify agencies in charge of investment promotion activities of requests for modification or supplementation (if any) in paper form and on the National Information System on Investment Promotion;

d/ Before July 15, agencies in charge of investment promotion activities shall comply with modification and supplementation requests (if any) and send them to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion;

dd/ Before August 30, the Ministry of Planning and Investment shall send to the Ministry of Finance the tentative national investment promotion program of the next year to solicit the latter’s opinion on budget expenditure estimates;

e/ Within 20 days after the Ministry of Finance notifies the budget expenditure estimates, the Ministry of Planning and Investment shall approve the national investment promotion program of the next year and send it to agencies in charge of investment promotion activities in paper form and on the National Information System on Investment Promotion;

g/ Based on the approved national investment promotion program, the agency performing the state management of investment promotion under the Ministry of Planning and Investment shall sign contracts with agencies in charge of investment promotion activities to assign the latter to implement investment promotion activities; and make advanced payment, payment and account finalization of funds according to signed contracts.

3. Adjustment of the national investment promotion program:

a/ When wishing to adjust activities under the approved national investment promotion program, agencies in charge of investment promotion activities shall send a request to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion, clearly stating the reason and plan on adjustment;

b/ Within 15 days after receiving the request from agencies in charge of investment promotion activities, the Ministry of Planning and Investment shall consider and decide on the adjustment of activities under the approved national investment promotion program and notify related agencies thereof in paper form and on the National Information System on Investment Promotion.

4. The Ministry of Planning and Investment shall provide forms for use in formulation and adjustment of the national investment promotion program.

Article 93. Investment promotion programs of ministries, ministerial-level agencies and provincial-level People’s Committees

1. Guidance on formulation of investment promotion programs:

a/ The Ministry of Planning and Investment shall formulate investment promotion plans in each socio-economic development period so as to set orientations for investment promotion work nationwide;

b/ Based on specific requirements and conditions, the Ministry of Planning and Investment shall guide ministries, ministerial-level agencies and provincial-level People’s Committees to formulate their annual investment promotion programs.

2. Formulation of investment promotion programs:

a/ Before May 30, ministries, ministerial-level agencies and provincial-level People’s Committees shall send their tentative investment promotion programs of the next year to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion. Those sent after this deadline shall be incorporate in investment promotion programs of the year following that year;

b/ Before July 30, the Ministry of Planning and Investment shall give its opinions on investment promotion programs of the next year of ministries, ministerial-level agencies and provincial-level People’s Committees in paper form and on the National Information System on Investment Promotion;

c/ Before August 30, on the basis of reaching agreement with the Ministry of Planning and Investment, ministries, ministerial-level agencies and provincial-level People’s Committees shall approve their investment promotion programs of the next year and send them to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion.

3. Based on the situation of implementation of investment promotion programs and specific conditions, after reaching agreement with the Ministry of Planning and Investment, ministries, ministerial-level agencies and provincial-level People’s Committees shall decide on adjustments to their investment promotion programs and send them to the Ministry of Planning and Investment in paper form and on the National Information System on Investment Promotion.

4. The Ministry of Planning and Investment shall provide forms for use in formulation and adjustment of investment promotion programs of ministries, ministerial-level agencies and provincial-level People’s Committees.

Article 94. Investment promotion in state high-ranking external activities

1. For state high-ranking external activities which involve investment promotion, agencies in charge of investment promotion activities shall coordinate with the Ministry of Planning and Investment, Ministry of Foreign Affairs and related agencies in formulating investment promotion plans.

2. Agencies in charge of investment promotion activities shall organize investment promotion activities according to plans agreed with the Ministry of Planning and Investment, Ministry of Foreign Affairs or agencies assigned to act as the focal points in organizing state high-ranking external activities.

3. Ministries, provincial-level People’s Committees, agencies, organizations, and individuals participating in investment promotion activities within the framework of state high-ranking external activities shall:

a/ Comply with regulations, internal regulations, requirements and guidance of agencies in charge of investment promotion activities, the Ministry of Planning and Investment, Ministry of Foreign Affairs, Ministry of Public Security or agencies assigned to act as the focal points in organizing state high-ranking external activities;

b/ Appoint eligible and qualified representatives and take responsibility for appointment of representatives.

Article 95. Coordination between investment promotion and trade or tourism promotion or economic diplomacy  

1. Ministries, ministerial-level agencies and provincial-level People’s Committees shall assume the prime responsibility for implementing combined investment promotion and trade or tourism promotion activities or economic diplomacy or combined investment promotion and all of the above activities shall coordinate and reach agreement with the Ministry of Planning and Investment on contents of investment promotion activities in the course of formulating and implementing programs on such activities.

2. Contents of coordination:

a/ Notifying plans on organization of combined trade or tourism promotion activities or economic diplomacy with investment promotion contents to the Ministry of Planning and Investment at least 7 days in paper form and on the National Information System on Investment Promotion;

b/ Reaching agreement with the Ministry of Planning and Investment on investment promotion contents under combined investment promotion and trade or tourism promotion activities or economic diplomacy.

Article 96. Investment promotion activities not using state budget funds

1. Investment promotion activities not using state budget funds shall be carried out by agencies, organizations and individuals in Vietnam and abroad with the funds specified at Points b, c and d, Clause 1, Article 97 of this Decree.

2. Agencies, organizations, enterprises and individuals implementing investment promotion activities in foreign countries must comply with the laws of the host countries and Vietnam.

3. Agencies, organizations, enterprises and individuals implementing investment promotion activities shall notify at least 15 days before implementing such activities and notify results within 15 days after completing these activities to provincial-level Departments of Planning and Investment. Such notices shall be made in paper form and on the National Information System on Investment Promotion.

Article 97. Funds for investment promotion activities

1. Funds for investment promotion activities shall be allocated from the following sources:

a/ The state budget;

b/ Contributions of participating organizations and enterprises;

c/ Donations of organizations and individuals at home and abroad;

d/ Other lawful funding sources in accordance with law.

2. Formulation and allocation of state budget fund estimates for investment promotion activities of ministries and ministerial-level agencies:

a/ Ministries and ministerial-level agencies shall summarize fund estimates for their investment promotion activities after reaching agreement with the Ministry of Planning and Investment, together with their annual budget estimates to be sent to the Ministry of Finance;

b/ Based on balancing capacity of the state budget and the Ministry of Planning and Investment’s agreement with investment promotion activities, the Ministry of Finance shall consider approving and allocating funds for investment promotion activities within annual budget expenditure estimates of ministries and ministerial-level agencies;

c/ Ministries and ministerial-level agencies shall, based on estimates assigned by the Ministry of Finance, allocate detailed estimates to their attached units that implement investment promotion activities.

3. For investment promotion activities of provincial-level People’s Committees, based on the Ministry of Planning and Investment’s written agreement on implementation of investment promotion activities, provincial-level People’s Committees shall base on balancing capacity of local budgets to assign tasks and allocate funds to units that implement investment promotion activities. Funds for investment promotion activities shall be included in annual local budget estimates.

4. For unplanned investment promotion activities which are to be implemented under work programs of leaders of the State or the Government, after reaching agreement with the Ministry of Planning and Investment, agencies in charge of investment promotion activities shall estimate funds and send their estimations to the Ministry of Finance for consideration and decision in accordance with the Law on the State Budget.

5. For the national investment promotion program, the Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, formulating annual budget fund estimates.

Chapter VIII

STATE MANAGEMENT OF INVESTMENT

Section 1

TASKS AND POWERS OF MINISTRIES, MINISTERIAL-LEVEL AGENCIES, PROVINCIAL-LEVEL PEOPLE’S COMMITTEES AND RELATED AGENCIES

Article 98. State management of investment in Vietnam

1. The Ministry of Planning and Investment shall assist the Government in performing the unified state management of investment in Vietnam; perform the tasks and exercise the powers concerning state management of investment as specified in Clause 2, Article 69 of the Law on Investment, and other tasks and powers as specified in this Decree or assigned by the Government and Prime Minister.

2. Ministries and ministerial-level agencies shall perform the tasks and exercise the powers concerning state management of investment as specified in Clause 3, Article 69 of the Law on Investment, and the following tasks and powers:

a/ The Ministry of Finance shall coordinate with related state management agencies in appraising, and giving opinions on, financial matters of and government guarantee for investment projects subject to investment policy approval by the National Assembly or Prime Minister, and other infrastructure development projects;

b/ The Ministry of Natural Resources and Environment shall assume the prime responsibility for, and coordinate with related state management agencies in, guiding and examining the implementation of regulations on natural resources and environmental protection related to investment activities; appraise, and give opinions on, land- and environmental protection-related matters of investment projects;

c/ The Ministry of Science and Technology shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and examining the implementation of, regulations on investment in the field of science and technology; and appraise, and give opinions on, science- and technology-related matters of investment projects subject to investment policy approval by the National Assembly or Prime Minister;

d/ The Ministry of Construction shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and inspecting the implementation of, regulations on investment activities related to state management of construction; and appraise, and give opinions on, state management of construction-related matters of investment projects;

dd/ The Ministry of National Defense and Ministry of Public Security shall, within the ambit of their functions and competence, formulate and promulgate, or submit to competent authorities for promulgation, documents identifying areas affecting national defense or security in accordance with the Law on Investment, this Decree and the law on national defense and security; and give opinions on the satisfaction of national defense and security requirements in accordance with this Decree;

e/ The State Bank of Vietnam shall assume the prime responsibility for, and coordinate with related state management agencies in, formulating and submitting to competent authorities for promulgation, and guiding and inspecting the implementation of, regulations on credit and foreign exchange management related to investment activities; and give opinions on credit and foreign exchange management-related matters of investment projects subject to investment policy approval by the National Assembly or Prime Minister;

g/ Other ministries and ministerial-level agencies shall perform the tasks and exercise the powers specified in Clause 3, Article 69 of the Law on Investment and other tasks and powers specified in this Decree and relevant laws.

3. Tasks and powers of provincial-level People’s Committees:

a/ To formulate plans on attraction of investment capital; to draw up and announce lists of projects calling for investment in their localities;

b/ To manage, supervise, guide and solve problems arising in the course of carrying out investment activities in their localities according to their functions and competence;

c/ To direct, guide, supervise and examine the performance of tasks by investment registration agencies in grant of investment registration certificates and management of investment activities in their localities;

d/ To direct investment registration agencies, business registration agencies and state management agencies in charge of land, environment and construction in carrying out inter-agency procedures to create favorable conditions for investors in the course of carrying out investment activities;

dd/ To perform the tasks and exercise the powers specified in Clause 4, Article 69 of the Law on Investment and other tasks and powers specified in this Decree and relevant laws.

Article 99. State management of offshore investment activities

1. The Ministry of Planning and Investment shall perform the tasks and exercise the powers concerning state management of offshore investment as specified in Clause 2, Article 69 of the Law on Investment and other tasks and powers as specified in this Decree.

2. Tasks and powers of the Ministry of Finance:

a/ To give opinions on finance-, tax- and customs-related matters of dossiers of request for offshore investment policy approval for projects falling under the competence of the National Assembly or Prime Minister; to give opinions on problems in offshore investment by state-invested enterprises in fields under its management at the request of the Prime Minister or the Ministry of Planning and Investment;

b/ To monitor investors’ fulfillment of financial obligations toward the Vietnamese State; to summarize and evaluate efficiency of offshore investment by state-invested enterprises in accordance with law;

c/ To report on investors’ fulfillment of financial obligations toward the Vietnamese State; to summarize and evaluate efficiency of use of state capital invested in enterprises making offshore investment and state management of offshore investment activities according to Article 73 of the Law on Investment.

3. Tasks and powers of the State Bank of Vietnam:

a/ To promulgate according to its competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on provision of loans for offshore investment and management of foreign exchange related to offshore investment;

b/ To examine, inspect and supervise according to its competence inward and outward money transfer related to offshore investment projects;

c/ To act as the focal point in coordinating with ministries and sectors in formulating, and submitting to competent authorities for promulgation, regulations guiding the order and procedures for consideration and approval of offshore lending by, and guarantee for non-residents of, economic organizations;

d/ To report on outward transfer of foreign currencies (before and after offshore investment registration certificates are granted) and inward transfer of foreign currencies related to offshore investment projects according to Article 73 of the Law on Investment.

4. Tasks and powers of the Ministry of Foreign Affairs:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment and other related ministries and sectors in, formulating and promulgating according to their competence, or submit to competent authorities for promulgation, regulations on and mechanisms for assistance and protection by overseas Vietnamese representative missions of lawful rights and interests of Vietnamese investors in host countries and territories;

b/ To give opinions on offshore investment project dossiers at the request of the Prime Minister or Ministry of Planning and Investment;

c/ To direct overseas Vietnamese representative missions to coordinate with related agencies being focal points in monitoring and supporting investment activities of Vietnamese investors in host countries and territories when necessary and assist the Ministry of Planning and Investment and competent agencies in verifying information relating to investment activities of Vietnamese investors in areas under their management at the latter’s request;

d/ To report on assistance provided by overseas Vietnamese representative missions for Vietnam’s investment activities in host countries and territories according to Article 73 of the Law on Investment.

5. Tasks and powers of the Ministry of Industry and Trade:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment and other related ministries and sectors in, formulating and promulgating according to their competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on trade, industry and energy related to offshore investment;

b/ To examine, inspect and supervise according to its competence trading, industrial and energy activities related to offshore investment;

c/ To report on offshore investment activities in the fields of trade, industry and energy according to Article 73 of the Law on Investment.

6. Tasks and powers of the Ministry of Labor, Invalids and Social Affairs:

a/ To formulate and promulgate according to its competence, or submit to competent authorities for promulgation, regulations, mechanisms and policies on management and employment of Vietnamese workers in offshore investment activities;

b/ To give opinions on labor-related issues related to offshore investment activities at the request of the Prime Minister or Ministry of Planning and Investment;

c/ To examine, inspect and supervise according to its competence the sending of Vietnamese workers abroad to work for offshore investment projects;

d/ To report on sending of Vietnamese workers overseas to work for offshore investment projects according to Article 73 of the Law on Investment.

7. Tasks and powers of other ministries and ministerial-level agencies:

a/ To perform the tasks and exercise the powers as specified in Clause 3, Article 69 of the Law on Investment and other tasks and powers as specified in this Decree and relevant laws;

 b/ To give opinions on issues in their assigned fields of state management related to offshore investment activities at the request of the Prime Minister or Ministry of Planning and Investment;

c/ To examine, inspect and supervise according to their competence  offshore investment-related issues in their state management fields as assigned;

d/ To report on offshore investment activities under their management according to Article 73 of the Law on Investment.

8. Tasks and powers of overseas Vietnamese representative missions:

a/ To coordinate with related agencies in collecting information and supporting Vietnamese investors in carrying out business investment activities and complying with regulations of host countries or territories; to protect lawful rights and interests of Vietnamese investors abroad; to assist, create favorable conditions and remove difficulties for Vietnamese investors in the course of implementation of projects in hot countries in accordance with the Law on Overseas Representative Missions of the Socialist Republic of Vietnam; to assist the Ministry of Planning and Investment and competent agencies in verifying information relating to business investment activities of Vietnamese investors in areas under their charge when so requested;

b/ Annually or upon request, to report on assistance provided by overseas Vietnamese representative missions for Vietnam’s investment activities in areas under their charge to the Ministry of Foreign Affairs for summarization and reporting to the Ministry of Planning and Investment under regulations.

Article 100. Tasks and powers of investment promotion agencies

1. Tasks and powers of the Ministry of Planning and Investment:

a/ To assume the prime responsibility for, and coordinate with other ministries, ministerial-level agencies and provincial-level People’s Committees in, formulating investment promotion orientations, programs and plans; to guide the formulation of annual investment promotion programs of ministries, ministerial-level agencies and provincial-level People’s Committees; to summarize, formulate and implement the national investment promotion program;

b/ To guide the provision of information and reporting on investment promotion activities;

c/ To carry out investment promotion activities under the investment promotion programs specified at Point a of this Clause;

d/ To monitor, summarize and evaluate actual implementation of investment promotion activities and supervise and examine the effectiveness of these activities;

dd/ To coordinate with the Ministry of Foreign Affairs and Ministry of Home Affairs in proposing the Prime Minister to establish and appoint units to act as focal points in overseas investment promotion activities; to perform the state management of investment promotion regarding focal points in overseas investment promotion activities;

e/ To organize training and refresher training in investment promotion;

g/ To regularly report on implementation of, and orientations for, investment promotion activities to the Prime Minister.

2. Tasks and powers of the Ministry of Finance:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment in, guiding norms of using state budget funds for, and financial management of, investment promotion activities;

b/ To coordinate with the Ministry of Planning and Investment, other ministries, ministerial-level agencies and provincial-level People’s Committees in estimating investment promotion funds for the national investment promotion program and investment promotion programs of ministries, ministerial-level agencies and provincial-level People’s Committees;

c/ To assume the prime responsibility for, and coordinate with the Ministry of Foreign Affairs and Ministry of Planning and Investment in, allocating state budget funds for investment promotion activities of overseas investment promotion divisions;

d/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment, other ministries, ministerial-level agencies and provincial-level People’s Committees in, solving difficulties and problems related to the allocation and use of state budget funds for investment promotion activities.

dd/ To guide the estimation, allocation, use and finalization of funds for investment promotion activities;

e/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment in, guiding the collection and use of charges for registration with the National Information System on Investment Promotion.

3. Tasks and powers of the Ministry of Foreign Affairs:

a/ To coordinate with the Ministry of Planning and Investment, other ministries, ministerial-level agencies and provincial-level People’s Committees in implementing investment promotion programs and activities and integrating investment promotion activities into external activities;

b/ To support and participate in approved overseas investment promotion activities as notified by the Ministry of Planning and Investment. When new investment promotion activities arise, overseas Vietnamese representative missions shall notify them to and reach agreement with the Ministry of Planning and Investment before carrying out them;

c/ To assume the prime responsibility for, and guide overseas Vietnamese representative missions in, managing activities of units acting as focal points in overseas investment promotion activities;

d/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment and Ministry of Home Affairs in, proposing the Prime Minister to decide on the establishment and state payrolls of units acting as focal points in overseas investment promotion activities;

dd/ At the proposal of the Ministry of Planning and Investment, to decide to appoint officials to diplomatic positions and assign officials to work at units acting as focal points in overseas investment promotion activities;

e/ To provide appropriate physical foundations, vehicles, working conditions and operating expenses for entities acting as focal points in overseas investment promotion activities.

4. Tasks and powers of ministries, ministerial-level agencies and provincial-level People’s Committees:

a/ To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment and related ministries and ministerial-level agencies in, developing annual investment promotion programs and plans; and proposing activities for inclusion in the national investment promotion program;

b/ To carry out investment promotion activities according to their competence;

c/ To coordinate with one another in investment promotion activities.

Section 2

REPORTING ON INVESTMENT AND INVESTMENT PROMOTION ACTIVITIES AND OPERATION OF THE NATIONAL INVESTMENT INFORMATION SYSTEMS

Article 101. Reporting contents and periods of state management agencies in charge of investment

1. Investment registration agencies shall submit to provincial-level People’s Committees:

a/ Quarterly reports before the 15^th of the first month of the quarter following the reporting quarter, each covering evaluation of the receipt of dossiers, grant, modification and revocation of investment registration certificates, and operation of investment projects;

b/ Annual reports before April 10 of the year following the reporting year, each covering evaluation of investment activities in the whole year, plan on attraction and disbursement of investment capital in the subsequent year, and the list of investment projects of investor’s interest.

2. Quarterly and annually, within 5 working days after the reporting deadline set for investment registration agencies, provincial-level People’s Committees shall summarize reports of investment registration agencies under their management for reporting to the Ministry of Planning and Investment according to the contents specified in Clause 1 of this Article.

3. State management agencies shall provide information to the Ministry of Planning and Investment as follows:

a/ The Ministry of Finance shall quarterly provide information on grant, modification and revocation of investment registration certificates or other papers of equivalent validity with regard to insurance businesses and securities companies; and summarize annual financial statements of foreign-invested economic organizations nationwide for reporting on import-export targets, finance, and state budget remittances of foreign-invested economic organizations. Quarterly and annual reports shall be sent before the 12^th of the first month of the quarter following the reporting quarter and before May 31 of the year following the reporting year, respectively;

b/ The Ministry of Industry and Trade shall quarterly report on grant and modification of licenses for, and termination and results of operation of, foreign-invested projects in the field of oil and gas exploration and exploitation in Vietnam before the 15^th of the first month of the quarter following the reporting quarter;

c/ The Ministry of Justice shall quarterly report on grant and modification of licenses for, and termination and results of operation of, law firms and their branches before the 15^th of the first month of the quarter following the reporting quarter;

d/ The State Bank of Vietnam shall quarterly report on grant and modification of licenses for, and termination and results of operation of, Vietnam-based commercial presences of foreign finance companies and credit institutions before the 15^th of the first month of the quarter following the reporting quarter;

dd/ The Ministry of Labor, Invalids and Social Affairs shall annually report on registration and licensing of foreign workers in foreign-invested economic organizations before April 15 of the year following the reporting year;

e/ The Ministry of Science and Technology shall annually report on technology transfer by foreign-invested economic organizations before April 15 of the year following the reporting year.

g/ Provincial-level People’s Committees shall annually report on allocation, lease and use of land to/by foreign-invested economic organizations to the Ministry of Planning and Investment and Ministry of Natural Resources and Environment before April 15 of the year following the reporting year.

4. The Ministry of Planning and Investment shall annually summarize and report to the Prime Minister on actual investment activities nationwide under Point dd, Clause 2, Article 72 of the Law on Investment.

Article 102. Reporting contents and periods of economic organizations implementing investment projects

1. Economic organizations implementing investment projects shall submit reports to local investment registration agencies and state management agencies in charge of statistics.

2. Quarterly reports shall be submitted before the 10^th of the first month of the quarter following the reporting quarter, each covering information on investment capital disbursed, net turnover, import-export, labor, taxes and state budget remittances, and use of land and water surface.

3. Annually reports shall be submitted before March 31 of the year following the reporting year, each covering the information items of quarterly reports and contents on profits, workers’ income, expenses for and investments in scientific research and technological development, environmental treatment and protection, and origin of used technologies.

Article 103. Investment promotion reporting contents and periods

1. Ministries and provincial-level People’s Committees shall monitor the progress of, summarize, and report on, performance of investment promotion activities under the national investment promotion program and investment promotion programs of their sectors or localities regarding performance results, completion level and annual funds before January 31 of the subsequent year.

2. The Ministry of Planning and Investment shall summarize, and make and submit to the Prime Minister annual reports investment promotion nationwide in the second quarter of the subsequent year.

Article 104. Methods of sending reports

1. Reports on investment projects:

a/ Economic organizations implementing investment projects shall send reports online via the national investment information systems;

b/ Investment registration agencies shall send reports in paper form and online via the national investment information systems.

2. Reports on investment promotion:

a/ Ministries and provincial-level People’s Committees shall send reports to the Ministry of Planning and Investment in paper form and online via the National Information System on Investment Promotion;

b/ Agencies in charge of investment promotion activities shall send reports online via the National Information System on Investment Promotion.

3. The Ministry of Planning and Investment shall set forms, urge and inspect the implementation of the reporting regime specified in this Decree.

Article 105. Mechanism for coordination in management and operation of the national investment information systems

1. The Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with related state management agencies in, building and operating the national investment information systems; and guide the management, operation, and use of these systems.

2. Ministries, sectors and provincial-level People’s Committees shall update and provide information on investment activities under the management of their sectors and localities to the national investment information systems; and organize the exploitation and use of these systems in accordance with the Law on Investment, this Decree and other relevant regulations.

3. Investment registration agencies shall use the national investment information systems to carry out professional operations related to the receipt of dossiers, and grant, modification and revocation of investment registration certificates; monitor, supervise and evaluate the implementation of investment projects; report on investment activities and guide economic organizations implementing investment projects to use the national investment information systems according to this Decree.

4. Agencies managing and operating the national investment information systems and the national information systems on business registration shall share with each other information on enterprise registration of foreign-invested economic organizations, contribution of capital, and purchase of shares or contributed capital amounts by foreign investors when carrying out the procedures specified in Articles 63 and 66 of this Decree, investment conditions for foreign investors, lists of sectors and trades subject to conditional business investment, and business investment conditions under regulations.

5. The agency managing and operating the National Information System on Investment Promotion shall summarize information on investment promotion nationwide; organize exploitation and provision of information and support for agencies, organizations and enterprises to carry out investment promotion and connection activities.

6. Economic organizations implementing investment projects shall be granted accounts for logging in on the national investment information systems in order to send regular reports under regulations.

7. The Ministry of Planning and Investment shall guide in detail the management, operation, exploitation and use of the national investment information systems.

Chapter IX

IMPLEMENTATION PROVISIONS

Section 1

AMENDMENTS AND SUPPLEMENTATIONS TO A NUMBER OF ARTICLES OF THE DECREES RELATED TO BUSINESS INVESTMENT

Article 106. To amend and supplement a number of articles of the Government’s Decree No. 46/2014/ND-CP of May 15, 2014, on collection of land rental and water surface rental

To amend and supplement a number of articles of the Government’s Decree No. 46/2014/ND-CP of May 15, 2014, on collection of land rental and water surface rental (which was amended and supplemented by the Government’s Decree No. 135/2016/ND-CP of September 9, 2016, amending and supplementing a number of articles of the decrees on collection of land use levy, land rental and water surface rental, Decree No. 35/2017/ND-CP of April 3, 2017, providing the collection of land use levy, land rental and water surface rental in economic zones and hi-tech parks, and Decree No. 123/2017/ND-CP of November 14, 2017, amending and supplementing a number of articles of the decrees on collection of land use levy, land rental and water surface rental) as follows:

1. To add Clause 4 to Article 19 (to replace Clause 4 which was annulled under Decree No. 35/2017/ND-CP) as follows:

“4. For the investment projects specified in Clause 2, Article 20 of the Law on Investment, the Prime Minister shall decide on the period of land and water surface rental exemption which must not exceed 1.5 times the period of land and water surface rental exemption specified at Point d, Clause 3, Article 19 of this Decree and the period of the investment projects.”.

2. To add Clause 2 to Article 20 (to replace Clause 2 which was annulled under Decree No. 35/2017/ND-CP) as follows:

“2. For the investment projects specified in Clause 2, Article 20 of the Law on Investment, the Prime Minister shall decide on land rental reduction level which must not exceed 1.5 times the land rental reduction level specified at Point a, Clause 1 of this Article.”.

Article 107. To amend and supplement a number of articles of the Government’s Decree No. 52/2020/ND-CP of April 27, 2020, on investment in building and commercial operation of golf courses

1. To amend and supplement Article 10 as follows:

“Article 10. Order and procedures for approval of investment policy, grant of investment registration certificates, and approval of investors for, and adjustment of, golf course projects

1. The competence, dossiers, order and procedures for approval of investment policy, approval of investors, and grant of investment registration certificates for, and adjustment of, projects on investment in building and commercial operation of golf courses must comply with the law on investment and this Decree.

2. A proposal on a project on investment in building and commercial operation of a golf course must have the contents specified in the law on investment and this Decree, including explanations about satisfaction of the principles and conditions specified in Articles 3, 5, 6, 7 and 8 of this Decree

3. Contents of appraisal of requests for approval of investment policy for, and appraisal of contents of adjustment of, projects on investment in building and commercial operation of golf courses must comply with the law on investment and this Decree, including also evaluation of satisfaction of the principles and conditions specified in Articles 3, 5, 6, 7 and 8 of this Decree.”.

2. To annul Clause 2, Article 13 and Clauses 3 and 4, Article 14.

3. To amend and supplement Clause 4, Article 16 as follows:

“4. To approve investment policy for golf course projects under their competence in accordance with the law on investment; to summarize and evaluate the approval of investment policy and the implementation of golf course projects in their localities.”.

Article 108. To amend and supplement a number of articles of the Government’s Decree No. 25/2020/ND-CP of February 28, 2020, detailing a number of articles of the Bidding Law regarding investor selection

1. To amend Point b, Clause 1, Article 1 as follows:

“b/ Investment projects using land for construction of urban areas; construction of civil works with one or more utilities, including: commercial houses; headquarters, offices; trade and service works;”.

2. To amend Clause 4, Article 4 as follows:

“4. For projects with total estimated implementation expenses (exclusive of expenses for compensation, support and resettlement, land use levy or land rental) of at least VND 800,000,000,000 (eight hundred billion), in addition to posting the information specified at Point c, Clause 1 of this Article, information on land-using investment projects must be posted in both English and Vietnamese on websites (if any) of provincial-level People’s Committees.

This Clause does not apply to projects in sectors and trades in which market access for foreign investors is not yet permitted in accordance with the law on investment.”.

3. To amend Point a, Clause 2, Article 10 as follows:

“a/ Projects in sectors and trades in which market access for foreign investors is not yet permitted;”.

4. To amend and supplement Article 11 as follows:

“Article 11. Conditions for identification of land-using investment projects

For land-using investment projects, the selection of investors shall be conducted according to this Decree when the following conditions are satisfied:

1. The projects fall into the cases specified at Point b, Clause 1, Article 1 of this Decree but do not use public investment funds for work construction. Projects on construction of urban areas or commercial houses; working offices; trade and service works shall be classified in accordance with the law on construction. For multiple-utility projects, the identification of a land-using investment project shall be based the main work of the project or the main work of the highest grade in case such project has more than one main work in accordance with the law on construction.

2. The projects are on the approved list of projects subject to land recovery in accordance with the land law or are implemented in land lots which are currently managed or used by the State and will be allocated or leased by provincial-level People’s Committees or economic zone management boards to approved investors.

3. The projects are implemented under housing development programs and plans in accordance with the housing law; or urban development programs (if any) in accordance with the law on urban development.

4. The projects are conformable with socio-economic development plans; construction master plans of a 1:2,000 or 1:500 scale (if any) or urban zoning plans of a 1:2,000 or 1:5,000 scale in accordance with law.

5. The projects are not qualified for organization of auction of land use rights in accordance with the land law.

6. The projects do not fall into the cases specified at Point b, Clause 4, Article 22 and Article 26 of the Law on Bidding.”.

5. To amend and supplement Article 12 as follows:

“Article 12. Lists of land-using investment projects

1. The projects specified in Article 11 of this Decree shall be included in lists of land-using investment projects, specifically as follows:

a/ For projects subject to investment policy approval in accordance with the law on investment, decisions on investment policy approval shall be also decisions approving the list of land-using investment projects.

Based on a decision on investment policy approval for a project made in accordance with in the law on investment, the provincial-level Department of Planning and Investment shall coordinate with related agencies in determining preliminary requirements on capacity and experience of the investor and send a report thereon to the provincial-level People’s Committee for approval before announcing the list. For projects implemented in an economic zone, the economic zone management board shall determine and approve preliminary requirements on capacity and experience of investors before announcing the list.

b/ For projects not subject to investment policy approval in accordance with the law on investment, the making and approval of lists of land-using investment projects must comply with Clauses 2 and 3 of this Article.

2. Making of lists of land-using investment projects for projects not subject to investment policy approval:

a/ For projects formulated by specialized agencies of provincial-level People’s Committees, or agencies attached to provincial- or district-level People’s Committees:

Specialized agencies of provincial-level People’s Committees or agencies attached to provincial- or district-level People’s Committees shall send proposals on land-using investment projects to provincial-level Departments of Planning and Investment for summarization. Such a proposal must state: name of the project; investment objectives and scale; total estimated expenses for project implementation; investment capital; capital mobilization plan; investment period and schedule; actual state of land use in the project implementation location; projected land use demand (if any); land use purposes; approved planning norms; language used for posting the list; analysis of socio-economic effectiveness, national defense and security assurance, and sustainable development of the project; and preliminary requirements on capacity and experience of investors.

b/ For projects proposed by investors:

Investors may propose land-using investment projects outside lists of land-using investment projects approved by chairpersons of provincial-level People’s Committees. Investors shall send dossiers of proposal of projects to provincial-level Departments of Planning and Investment for summarization. A dossier of proposal must comprise:

- A request for implementation of a land-using investment project, including the investor’s commitment to bear all expenses and risks in case the dossier is rejected;

- Proposal contents of the project, including: name of the project, investment objectives and scale, total estimated expenses for project implementation, investment capital, capital mobilization plan, investment period and schedule, and analysis of socio-economic efficiency, national defense and security assurance, and sustainable development of the project;

- Projected land use demand; actual state of land use in the project implementation location (if any); land use purposes; and approved planning norms;

- Documents on the investor’s legal status, capacity and experience;

- Other documents (if any) necessary for explaining the dossier.

3. Approval of lists of land-using investment projects:

a/ Within 30 days after receiving a project proposal specified at Point a or b, Clause 2 of this Article, the provincial-level Department of Planning and Investment shall coordinate with related agencies in drawing up the list of land-using investment projects, evaluating the satisfaction of all conditions for identification of a land-using investment project, and determining preliminary requirements on capacity and experience of investors, and send a report thereon to the chairperson of the provincial-level People’s Committee. When necessary, this time limit may be extended based on actual requirements.

b/ Within 10 days after receiving a report from the provincial-level Department of Planning and Investment, the chairperson of the provincial-level People’s Committee shall consider and approve the list of land-using investment projects, including preliminary requirements on capacity and experience of investors.

4. Announcement of lists of projects:

a/ Based on a decision on investment policy approval in accordance with the law on investment or the approved list of land-using investment projects, the provincial-level Department of Planning and Investment or economic zone management board (for projects implemented in economic zones) shall announce the list of land-using investment projects according to Point c, Clause 1, and Clause 4, Article 4; and Clause 2, Article 5, of this Decree.

b/ Information to be disclosed:

- Name of the project; investment objectives and scale; total estimated expenses for project implementation, investment capital; capital mobilization plan; investment period and schedule;

- Actual state of land use at the project implementation location, area of the land lot where the project is to be implemented; land use purposes; and approved planning norms,

- Preliminary requirements on capacity and experience of investors;

- Time limit for investors to submit dossiers of project implementation registration;

- Investors shall submit dossiers of project implementation registration via the Vietnam National E-Procurement System;

- Other information (if necessary).”.

6. To amend and supplement Article 13 as follows:

“Article 13. Preparation and submission of dossiers of project implementation registration, and evaluation of capacity and experience of investors

1. An investor shall prepare and submit a dossier of project implementation registration via the Vietnam National E-Procurement System based on the information specified at Point b, Clause 4, Article 12 of this Decree. Such a dossier must comprise a written registration for project implementation; documents on legal status, capacity and experience of the investor; and other relevant documents (if any).

2. Upon the expiration of the time limit for project implementation registration, the provincial-level Department of Planning and Investment or economic zone management board (for projects implemented in economic zones) shall preliminarily evaluate capacity and experience of investors that have submitted dossiers of project implementation registration via the Vietnam National E-Procurement System.

3. Based on preliminary evaluation results, the agency specified in Clause 2 of this Article shall propose the chairperson of the provincial-level People’s Committee or head of the economic zone management board (for projects implemented in economic zones) to decide to proceed with the regulations applicable to one of the cases specified in Clause 4, 5 or 6 of this Article.

4. In case there are two or more investors satisfying preliminary requirements on capacity and experience:

a/ The chairperson of the provincial-level People’s Committee shall decide to apply open bidding according to Clause 1 or 2, Article 10 of this Decree, and assign a specialized agency of the provincial-level People’s Committee, an agency attached to the provincial- or a district-level People’s Committee to act as the bid solicitor;

b/ The head of the economic zone management board shall decide to apply open bidding according to Clause 1 or 2, Article 10 of this Decree and assign an attached unit to act as the bid solicitor, in case the project is to be implemented in an economic zone.

5. In case there is only one investor making registration and satisfying preliminary requirements on capacity and experience or there are several investors making registration but only one satisfies preliminary requirements on capacity and experience, procedures for approval of investor must comply with the law on investment.

6. Based on the competent authority’s decision on investment policy approval specified in Clauses 4 and 5 of this Article, the provincial-level Department of Planning and Investment or economic zone management board (for projects implemented in economic zones) shall post the list of qualified investors in the Vietnam National E-Procurement System or notify the termination of procedures for announcement of the list of land-using investment projects in case there is no qualified investor.”.

7. To amend and supplement Article 16 as follows:

a/ To amend and supplement Clause 1 as follows:

“1. The selection of investors to implement projects specified at Point c, Clause 1, Article 1 of this Decree is as follows:

a/ The list of projects (including preliminary requirements on capacity and experience of investors) must be approved and posted on the Vietnam National E-Procurement System to serve as a basis for determination of the number of investors expressing their interest in project implementation and submitting dossiers of project implementation registration.

b/ In case there are two or more investors satisfying preliminary requirements on capacity and experience, open bidding shall be applied, covering:

- Preparation for investor selection;

- Organization of investor selection;

- Evaluation of dossiers of technical proposals; appraisal and approval of the list of investors satisfying technical requirements;

- Opening and evaluation of dossiers of financial-commercial proposals;

- Submission, appraisal, approval and announcement of investor selection results;

- Negotiation, finalization and signing of contracts.

c/ In case there is only one investor making registration and satisfying preliminary requirements on capacity and experience or there are several investors making registration but only one satisfies preliminary requirements on capacity and experience, procedures for approval of investor must comply with the law on investment.

d/ In case there is no qualified investor, procedures for announcement of the list of land-using investment projects shall be terminated.”;

b/ To amend and supplement Clause 3 as follows:

“3. For projects specified at Point c, Clause 1, Article 1 of this Decree, based on provisions of specialized laws, ministries, ministerial-level agencies and government-attached agencies shall promulgate, or submit to the Prime Minister for promulgation, regulations on preparation, approval and announcement of lists of land-using investment projects; methods and criteria for evaluation of bid dossiers, dossiers of proposals; and other contents (if any) on the basis of ensuring competitiveness, fairness, transparency and economic efficiency.”.

8. To amend and supplement Clause 1, Article 59 as follows:

“1. Principles of signing a contract

a/ The proposed bid-winning value (the money amount to be remitted into the state budget proposed by the bid-winning investor in its/his/her bid dossier) is the contract signing value.

b/ Expenses for project implementation, and expenses for compensation, support and resettlement proposed by the bid-winning investor in its/his/her bid dossier shall be stated in the contract; in case relevant master plans, policies and laws change, affecting these expenses, the laws on investment, construction, land, master plans, housing, and real estate business, and other relevant laws shall apply.

b/ Payable land use levy or land rental amounts determined in accordance with the land law plus state budget remittance proposed by the bid-winning investor are recognized as market prices at the time of land allocation or lease stated in the contract.”.

9. To amend Article 60 as follows:

To replace the phrase “the investor” with the phrase “the bid-winning investor or project enterprise established by the bid-winning investor for project implementation” and the phrase “the bid-winning investor” with the phrase “the bid-winning investor or project enterprise established by the bid-winning investor for project implementation”.

Article 109. To amend and supplement a number of articles of the Government’s Decree No. 96/2016/ND-CP of July 1, 2016, on security and order conditions for a number of sectors and trades subject to conditional business investment

1. To annul Clause 10, Article 3; Clause 7, Article 6; and Articles 10 and 34.

2. To abolish the phrase “providing debt collection service” at Point c, Clause 3, Article 19, and Point a, Clause 2, Article 24.

Article 110. To amend and supplement a number of articles of the Government’s Decree No. 82/2018/ND-CP of May 22, 2018, on management of industrial parks and economic zones

To annul Clauses 2 and 3, Article 66 of the Government’s Decree No. 82/2018/ND-CP of May 22, 2018, on management of industrial parks and economic zones.

Article 111. To amend and supplement a number of articles of the Government’s Decree No. 11/2013/ND-CP of January 14, 2013, on management of urban development investment

1. To amend and supplement Article 29 as follows:

“Article 29. Solicitation of appraisal opinions on proposals for approval of investment policy for investment projects on construction of urban centers

1. The approval of investment policy for investment projects on construction of urban centers must comply with the law on investment.

2. In the course of appraisal of investment projects on construction of urban centers serving approval of investment policy, the Ministry of Planning and Investment shall solicit the Ministry of Construction’s appraisal opinions on the contents specified in Clauses 3 and 4 of this Articles, for projects subject to investment policy approval by the Prime Minister; investment registration agencies shall solicit provincial-level Departments of Construction’s appraisal opinions on the contents specified in Clauses 3 and 4 of this Article, for projects subject to investment policy approval by provincial-level People’s Committees.

3. Contents put for solicitation of appraisal opinions with regard to an investment project on construction of urban centers with houses

a/ Contents put for solicitation of appraisal opinions as for housing investment projects specified in the housing law.

b/ Evaluation of the investment project’s conformity with urban development targets and orientations in the approved urban development program (if any). In case no urban development program has been approved yet, evaluation of the project’s conformity with urban development targets and orientations in the approved general master plan or provincial master plan is required;

c/ Consideration of consistency of the project’s preliminary investment phasing plan, projected division of the project into component projects (if any), and preliminary plan on construction investment and management of urban infrastructure facilities inside and outside the project area.

4. Contents put for solicitation of appraisal opinions with regard to an investment project on construction of urban centers without houses:

a/ Evaluation of the investment project’s conformity with detailed plans (if any) or zoning plans (if any). In case no detailed plans or zoning plans have been approved yet, evaluation of the project’s conformity with the general master plan shall be carried out;

b/ The contents specified at Points b and c, Clause 3 of this Article.”.

2. To annul Articles 20, 21, 22, 23, 24, 25, 26, 27, 28, 30, and 33; Clauses 8 and 9, Article 41, and Article 51.

Article 112. To amend and supplement a number of articles of the Government’s Decree No. 99/2003/ND-CP of August 28, 2003, promulgating the Regulation on hi-tech parks

1. To add the following Point e to Clause 1, Article 9:

“e/ To implement science and technology strategies, plans and programs of hi-tech parks in order to develop value chain-based hi-tech products of a number of key industrial sectors.”.

2. To amend and supplement Clause 1, Article 10 as follows:

“1. Hi-tech park enterprises are those established in accordance with law and operating in hi-tech parks, including infrastructure development enterprises, hi-tech enterprises, hi-tech service enterprises, hi-tech park development companies, daily-life service enterprises, and export processing enterprises.”.

3. To add the following Article 15a:

“Article 15a. Export processing enterprises in hi-tech parks

1. Export processing enterprises in hi-tech parks are those established and operating in export processing zones of hi-tech parks or those specialized in production of hi-tech products for export.

2. Apart from the investment incentives and support specified in this Decree, export processing enterprises in hi-tech parks are entitled to enjoy specific provisions applicable to export processing enterprises in industrial parks and economic zones in accordance with the law on industrial parks and economic zones.

In case an enterprise operating in a hi-tech industrial park of a hi-tech park satisfies customs inspection and supervision conditions and complies with regulations applicable to non-tariff zones and the law on import duty and export duty before the effective of the Decree detailing a number of articles of the Law on Investment, it may enjoy regulations applicable to export processing enterprises operating in industrial parks and economic zones from the date it fully satisfies such conditions.”.

4. To amend and supplement Clause 2, Article 35 as follows:

“2. Investment mobilization, investment and construction management:

a/ To work out, and organize the implementation of, investment mobilization and promotion plans.  

b/ To grant, modify and revoke investment registration certificates and decisions on investment policy approval, and exercise other powers of investment registration agencies in accordance with the Law on Investment and its guiding documents.

c/ To organize investor selection for project implementation under regulations on investor selection issued by heads of hi-tech park management boards on the basis of selecting and applying provisions of the bidding law and other relevant laws. Selected investors shall carry out procedures for investor approval according to Point d, Clause 7, Article 29 of the Decree detailing and guiding the 2021 Law on Investment, be allocated or leased land by hi-tech park management boards in accordance with the land law, and implement their projects according to decisions on investment policy approval and decisions on investor approval.

d/ To decide on group-B and group-C investment projects with regard to investment items funded with the state budget under the authorization by the hi-tech park-managing agencies.

dd/ To organize the construction and commercial operation of construction works, technical infrastructure facilities in hi-tech parks.

e/ To cooperate with organizations, enterprises and individuals at home and abroad in fields related to hi-tech park investment, construction and development.

g/ To inspect, supervise and evaluate the implementation of contents stated in investment registration certificates and decisions on investment policy approval for investment projects in hi-tech parks.”.

Article 113. To amend the Government’s Decree No. 94/2020/ND-CP of August 21, 2020, providing preferential mechanisms and policies applicable to the Vietnam National Innovation Center

To amend and supplement Article 8 as follows:

“Article 8. Receipt of support, aid, donations and gifts

1. The Vietnam National Innovation Center may receive non-refundable official development assistance (ODA) to perform its irregular tasks in accordance with law.

2. The Vietnam National Innovation Center may receive non-refundable aid provided by foreign agencies, organizations and individuals for Vietnam.

Non-refundable aid provided to the Vietnam National Innovation Center shall be managed and accounted as its lawful revenues other than state budget revenues.

The order and procedures for receipt, management and use of non-refundable aid provided to the Vietnam National Innovation Center must comply with the law on management and use of non-refundable aid amounts other than ODA provided by foreign agencies, organizations and individuals for Vietnam. The Minister of Planning and Investment shall decide on receipt of non-refundable aid of the center.

3. The center may use the non-refundable aid specified in Clause 2 of this Article as well as donations and gifts provided by domestic organizations and individuals (including interests thereon) to invest in construction of physical foundations, cover current expenditures, and provide support for its operation and management work.

4. For non-refundable aid the Vietnam National Innovation Center is carrying out procedures for receipt at the time the Decree guiding the implementation of the 2020 Law on Investment takes effect, the mechanisms specified in this Article shall apply.”.

Section 2

TRANSITIONAL PROVISIONS

Article 114. Processing of valid dossiers submitted before the effective date of the Law on Investment

1. A valid dossier specified in Clause 11, Article 77 of the Law on Investment must comprise:

a/ The documents specified in Clause 11, Article 2 of the Government’s Decree No. 118/2015/ND-CP of November 11, 2015, detailing and guiding a number of articles of the Law on Investment (below referred to as Decree No. 118/2015/ND-CP) received by the Ministry of Planning and Investment or an investment registration agency under Clause 1, Article 6 of Decree No. 118/2015/ND-CP;

b/ The documents specified in Clause 3, Article 3 of the Government’s Decree No. 83/2015/ND-CP of September 25, 2015, on offshore investment.

2. For valid dossiers which were received according to Clause 1 of this Decree, if the deadline for settlement of administrative procedures is before January 1, 2021, but have not yet been settled, they shall be further processed in accordance with the 2014 Law on Investment, except the cases specified in Article 115 of this Decree. In case the investors request permission to carry out investment procedures in accordance with the Law on Investment and this Decree, the Law on Investment and this Decree shall apply.

3. In case an investment project, which falls into a case specified in Clauses 1 and 2 of this Article and has already had a valid dossier to carry out procedures for investment policy decision or investment policy adjustment by the Prime Minister in accordance with the 2014 Law on Investment, is now subject to investment policy approval by the provincial-level People’s Committee in accordance with the Law on Investment:

a/ If the project has not been appraised by the Ministry of Planning and Investment according to Clause 5, Article 34 of the 2014 Law on Investment, the investment registration agency shall send to the investor a document guiding the latter to carry out procedures applicable to projects subject to investment policy approval by provincial-level People’s Committees in accordance with the Law on Investment and this Decree;

b/ If the Ministry of Planning and Investment is appraising the project according to Clause 5, Article 34 of the 2014 Law on Investment, but has not yet made and submit the appraisal report to the Prime Minister for decision on or adjustment of investment policy, the Ministry of Planning and Investment shall send its appraisal opinions to the provincial-level People’s Committee for the latter to perform procedures for investment policy approval simultaneously with procedures for investor approval or investment policy adjustment approval in accordance with the Law on Investment and this Decree;

c/ In case the Ministry of Planning and Investment has submitted an appraisal report on the project to the Prime Minister for making investment policy decision or investment policy adjustment in accordance with the 2014 Law on Investment, the Prime Minister shall decide on or adjust investment policy or assign the provincial-level People’s Committee to approve investment policy or adjustment of investment policy in accordance with the Law on Investment and this Decree.

4. Valid dossiers which are received under Clause 1 of this Article and scheduled to be completely settled after January 1, 2021, shall be further processed in accordance with the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration agencies shall send a notice to the investors to request the latter to additionally submit papers (if necessary) or adjust the contents of submitted dossiers to make them conformable with the Law on Investment and this Decree. In this case, the time limit for completion of investment procedures shall be counted from the date the investors complete the adjustment or supplementation of their dossiers.

5. For investment projects for which procedures for solicitation of appraisal opinions have been carried out in accordance with the 2014 Law on Investment and the Government’s Decree No. 118/2015/ND-CP, investment registration agencies shall continue using the dossiers submitted by the investors and previous appraisal opinions of competent agencies to make appraisal reports, approve or adjust investment policy in accordance with the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration agencies shall request the investors to modify or supplement their dossiers, and when necessary, solicit appraisal opinions of competent agencies on modified or supplemented contents of the investment projects.

Article 115. Processing of valid dossiers for housing projects and projects subject to bidding for investor selection which are submitted before the effective date of the Law on Investment

1. For investment projects on construction of works in urban centers or new urban centers, investment projects on construction of commercial houses, trade and service works, or multi-functional complexes for which the investors have submitted valid dossiers for carrying out procedures for investment policy decision in accordance with the 2014 Law on Investment before April 20, 2020, but not yet obtained investment policy decision by January 1, 2021:

a/ A project which is determined by a competent authority as not subject to bidding according to Point b, Clause 1, Article 10 of the Government’s Decree No. 30/2015/ND-CP of March 17, 2015, detailing a number of articles of the Law on Bidding regarding investor selection (below referred to as Decree No. 30/2015/ND-CP), must proceed with procedures for investment policy approval in accordance with the 2014 Law on Investment. The competent state agency shall be held responsible for the determination of the project as not subject to bidding under this provision;

b/ In case a project is determined by a competent authority as subject to bidding but a list of projects has not yet been approved under Clause 1, Article 10 of Decree No. 30/2015/ND-CP, the Law on Investment and this Decree shall apply.

2. For investment projects on construction of commercial houses, trading and service works, multi-functional works and multi-functional complexes for commercial purposes for which investors have submitted valid dossiers for carrying out procedures for investment policy decision in accordance with the 2014 Law on Investment from April 20, 2020 on, but not yet obtained investment policy decisions by January 1, 2021:

a/ A project which is determined by a competent authority as failing to fully satisfy the conditions specified in Article 11 of the Government’s Decree No. 25/2020/ND-CP of February 28, 2020, detailing a number of articles of the Law on Bidding regarding investor selection (below referred to as Decree No. 25/2020/ND-CP), must proceed with procedures for investment policy approval in accordance with the 2014 Law on Investment. The competent state agency shall be held responsible for the determination of the project as not subject to bidding under this provision;

b/ In case a project is determined by a competent authority as having fully satisfied the conditions specified in Article 11 of Decree No. 25/2020/ND-CP but a list of projects has not yet been approved under Clause 3, Article 12 of Decree No. 25/2020/ND-CP, the Law on Investment and this Decree shall apply.

3. For investment projects which are subject to bidding in accordance with specialized laws and the law on mobilization of social resources and for which the investors have submitted on or after April 20, 2020, valid dossiers for carrying out procedures for investment policy decision in accordance with the 2014 Law on Investment, but have not yet obtained investment policy decision by January 1, 2021:

a/ A project which is determined by a competent authority as not subject to bidding in accordance with specialized laws and the law on mobilization of social resources must proceed with procedures for investment policy decision in accordance with the 2014 Law on Investment. The competent state agency shall be held responsible for the determination of the project as not subject to bidding under this provision;

b/ In case a project is determined by a competent authority as subject to bidding in accordance with specialized laws and the law on mobilization of social resources and but a list of projects has not yet been announced under Clause 1, Article 16 of Decree No. 25/2020/ND-CP, the Law on Investment and this Decree shall apply.

4. For housing or urban center construction investment projects for which investors have submit dossiers in accordance with the laws on housing, urban centers, and construction before January 1, 2021:

a/ A project of which the owner has been identified in accordance with the law effective at the time of identification of the project owner and for which a dossier of request for investment policy approval has been submitted in accordance with the 2014 Housing Law but by January 1, 2021, not yet processed, must proceed with the procedures for investment policy approval in accordance with the 2014 Housing Law without having to carry out  procedures for investment policy approval in accordance with the Law on Investment.

b/ For a project of which the owner has not been identified and for which a dossier of request for investment policy approval has been submitted in accordance with the 2014 Housing Law but by January 1, 2021, not yet processed, the Law on Investment and this Decree shall apply.

c/ A project for which a dossier of request for project adjustment has been submitted in accordance with the law on housing, urban centers, and construction, but by January 1, 2021, not yet processed, must proceed with procedures for investment project adjustment in accordance with the Law on Investment and this Decree.

d/ For a project specified at Point b or c of this Clause which has gone through procedures for solicitation of appraisal opinions of relevant agencies in accordance with the laws on housing, urban centers, and construction, the Ministry of Planning and Investment and investment registration agency shall continue to use the submitted dossier and previous appraisal opinions of competent agencies to make an appraisal report or approve or adjust investment policy in accordance with the Law on Investment and this Decree. The Ministry of Planning and Investment and investment registration agency shall decide to request the investor to modify or supplement its/his/her dossier, and, when necessary, solicit appraisal opinions of competent agencies on modified or supplemented contents of the project.

5. In case an investor has submitted a dossier for carrying out procedures for transferring part or the whole of its/his/her real estate project in accordance with the law on real estate business before January 1, 2021, but is required to carry out procedures for project transfer in accordance with the Law on Investment, it/he/she may choose to carry out procedures in accordance with the law on real estate business or the Law on Investment and this Decree. The investor shall send to the dossier-receiving agency a notice of its/his/her choice of applicable provisions on completion of administrative procedures. In case the investor chooses to apply the Law on Investment and this Decree, it/he/she shall add required papers (if any) or modify or supplement contents of the submitted dossier to conform with the Law on Investment and this Decree.

Article 116. Implementation of investment projects that commence to be implemented before the effective date of the Law on Investment

1. Investors may continue implementing investment projects under investment licenses, investment incentive certificates, investment certificates, investment registration certificates or papers of equivalent validity granted by competent state agencies before the effective date of the Law on Investment without having to carry out procedures for investment policy approval specified in the Law on Investment and this Decree, except the cases of adjustment of investment projects specified in Clauses 1 and 3, Article 117 of this Decree.

2. Investment licenses, investment incentive certificates, investment certificates, investment registration certificates, offshore investment licenses, offshore investment certificates or papers of equivalent validity granted by competent state agencies before the effective date of the Law on Investment are as valid as investment registration certificates.

3. Papers of equivalent validity specified in Clause 1 of this Article means documents or decisions issued by competent state agencies to decide on investment policy or permit or approve investment in projects in accordance with the law on investment, land, construction, housing, urban areas, bidding or enterprises that is effective at the time of issuance of such documents or decisions.

4.  Point dd, Clause 2, Article 47 of the Law on Investment applies to cases in which investors fail to comply with investment licenses, investment incentive certificates, investment certificates, investment registration certificates or investment policy decisions, investment policy approvals or investment approvals in accordance with the law on investment, housing, urban areas or construction before the effective date of the Law on Investment.

Article 117. Adjustment of investment projects that commence to be implemented before the effective date of the Law on Investment

1. Upon making adjustment to an investment project under Point b, c or d, Clause 2, Article 77 of the Law on Investment, the investor is not required to carry out procedures for investment policy approval or adjustment of investment policy approval, except the following cases:

a/ Change or addition of contents or objectives of the project and the to-be-adjusted contents or objectives are subject to investment policy approval as specified in Article 30, 31 or 32 of the Law on Investment;

b/ Expansion of the scale of the project, making it be subject to investment policy approval as specified in Article 30, 31 or 32 of the Law on Investment;

c/ Adjustment of the project covering one of the following contents: requesting the State to allocate or lease land not through auction, bidding or acquisition of land use rights and land-attached assets; or requesting the State to permit land use purpose change, except the case of land allocation or lease or permission for land use purpose change for households and individuals in which a written approval from provincial-level People’s Committees is not required in accordance with the land law.

2. In the cases specified at Points a, b and c, Clause 1 of this Article, the investor shall carry out procedures for investment policy approval under relevant provisions in Section 2, Chapter IV of this Decree before adjusting the investment project. In this case, the state agency competent to approve investment policy shall consider to-be-adjusted contents to approve investment policy.

3. In case of adjustment of an investment project under Point a, Clause 2, Article 77 of the Law on Investment and to-be-adjusted contents fall into one of the cases specified at Points a, b, c, d, dd, e and g, Clause 3, Article 41 of the Law on Investment, the investor shall carry out procedures for investment policy adjustment under the following provisions:

a/ The agency competent to approve investment policy for a project in accordance with the Law on Investment may modify a document on investment policy decision, document on investment policy approval or document on investment approval for such project, except the cases specified at Points b and c of this Clause;

b/ In case of adjustment of an investment project which is not subject to investment policy decision or investment policy approval or investment approval by the Prime Minister in accordance with law before the effective date of the Law on Investment but is now subject to investment policy approval by the Prime Minister in accordance with the Law on Investment, the Prime Minister shall approve investment policy adjustment in case of expansion of the land use area or addition of contents or objectives subject to investment policy approval as specified in Article 31 of the Law on Investment. Apart from the contents subject to approval of investment policy adjustment by the Prime Minister specified at this Point, the provincial-level People’s Committee or management board of industrial park, export-processing zone, hi-tech park or economic zone shall approve investment policy adjustment in accordance with the Law on Investment and this Decree upon adjustment of other contents specified at Points a, b, c, d, dd, e and g, Clause 3, Article 41 of the Law on Investment;

c/ In case of adjustment of an investment project which has the total investment of over VND 5 trillion and is subject to investment policy decision by the Prime Minister under the 2014 Law on Investment but for which investment policy has been approved by the provincial-level People’s Committee or management board of industrial park, export processing zone, hi-tech park or economic zone under Clause 9, Article 31 or Clause 3, Article 32 of Decree No. 118/2015/ND-CP, the Prime Minister shall approve investment policy adjustment in case of expansion of the land use area or addition of contents or objectives subject to investment policy approval as specified in Article 31 of the Law on Investment. Apart from the contents subject to approval of investment policy adjustment by the Prime Minister specified at this Point, the provincial-level People’s Committee or management board of industrial park, export-processing zone, hi-tech park or economic zone shall approve investment policy adjustment in accordance with the Law on Investment and this Decree upon adjustment of other contents specified at Points a, b, c, d, dd, e and g, Clause 3, Article 41 of the Law on Investment;

d/ The investor shall carry out procedures for investment policy adjustment according to relevant provisions in Section 4, Chapter IV of this Decree when adjusting the contents specified in this Clause, except the case specified at Point d, Clause 4 of this Article.

4. An investment project for which a competent state agency makes investment policy decision, investment policy approval or investment approval in accordance with the law on investment, housing, urban areas or construction before the effective date of the Law on Investment may have its implementation schedule adjusted under the following provisions:

a/ In case the project’s implementation schedule is adjusted before the effective date of the Law on Investment, it may be further adjusted in accordance with the Law on Investment and this Decree provided that the adjusted period does not exceed 24 months counting from January 1, 2021 (if the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate is sooner than January 1, 2021) or does not exceed 24 months counting from the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate (if the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate is later than January 1, 2021), except the cases specified at Points a, b, c, d, dd and e, Clause 4, Article 41 of the Law on Investment;

b/ In case the project’s implementation schedule is not yet adjusted before the effective date of the Law on Investment, it may be adjusted in accordance with the Law on Investment and this Decree provided that the adjusted period does not exceed 24 months counting from January 1, 2021 (if the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate is sooner than January 1, 2021) or does not exceed 24 months counting from the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate (if the date of expiration of the implementation schedule of the last investment project stated in the granted document on investment policy decision, document on investment approval or investment registration certificate is later than January 1, 2021), except the cases specified at Points a, b, c, d, dd and e, Clause 4, Article 41 of the Law on Investment;

c/ In case the document on investment policy decision, investment policy approval or investment approval does not specify the project implementation schedule and schedule of project implementation phases, the investor may have its/his/her project’s investment policy or investment approval adjusted in order to determine the project implementation schedule and schedule of project implementation phases. The competence to adjust investment projects must comply with Clause 3 of this Article and the order and procedures for investment policy adjustment must comply with relevant provisions of Section 4, Chapter IV of this Decree;

d/ In case the investment project’s implementation schedule is adjusted in one of the cases specified at Points a, b, c and d, Clause 4, Article 41 of the Law on Investment, the investor is not required to carry out procedures for approval of investment policy adjustment when extending the project implementation schedule for more than 12 months. Investment registration agencies shall carry out procedures for modification of investment registration certificates specified in Article 47 of this Decree for projects for which investment registration certificates have been granted.

5. When adjusting an investment project not falling into the case specified in Clause 1 or 3 of this Article, leading to a change in contents of the investment license, investment incentive certificate, investment certificate, investment registration certificate or paper of equivalent validity granted before the effective date of the Law on Investment, the investor shall carry out procedures relevant to the procedures for modification of the investment registration certificate specified in Article 47 of this Decree at the investment registration agency so as to be granted an investment registration certificate. The investment registration certificate must specify the changed contents of the investment project as well as unchanged contents which remain valid as specified in the granted investment license, investment certificate, investment incentive certificate, investment registration certificate or paper of equivalent validity.   

6. In case the investment license, investment certificate or paper of equivalent validity specified in Clause 5 of this Article also has business registration contents, the investment registration agency shall issue an investment registration certificate to the investor as a substitute for the investment project’s contents specified in the investment license, investment certificate or paper of equivalent validity according to the principle specified in Clause 5 of this Article. The business registration contents in the investment license, investment certificate or paper of equivalent validity remain valid.

Article 118. Implementation of investment projects on the List of sectors or trades subject to conditional offshore investment in accordance with the Law on Investment

For offshore investment projects for which offshore investment licenses or certificates or offshore investment registration certificates are granted before the effective date of the Law on Investment but which are now in the sectors or trades subject to conditional offshore investment specified in Clause 1, Article 54 of the Law on Investment, investors must, if wishing to change Vietnamese investors or increasing offshore investment capital, satisfy the conditions as specified in Article 72 of this Decree.

Article 119. Implementation of investment activities by foreign-invested economic organizations established before the effective date of the Law on Investment

1. Economic organizations falling into the case specified at Point a, b, or c, Clause 1, Article 23 of the Law on Investment are not required to satisfy conditions and carry out investment procedures applicable to foreign investors in accordance with the Law on Investment and this Decree if they establish new economic organizations or make investment in the form of contributing capital to or purchasing shares or contributed capital amounts from other economic organizations; or make investment in the form of BCC contracts before the effective date of the Law on Investment.

2. From the effective date of the Law on Investment, economic organizations established before such date and falling into one of the cases specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment are required to satisfy conditions and carry out investment procedures applicable to foreign investors in accordance with the Law on Investment and this Decree when adjusting investment projects that commence to be implemented before the effective date of the Law on Investment; changing or adding business investment sectors and trades; establishing new economic organizations; making investment in the form of contributing capital to or purchasing shares or contributed capital amounts from other economic organizations; or making investment in the form of BCC contracts.

3. In case of adjusting the investment projects specified in Clause 2 of this Article, economic organizations shall carry out procedures for investment policy approval or investment policy adjustment, grant of investment registration certificates or modification of investment registration certificates in accordance with relevant provisions of the Law on Investment and this Decree. Investment registration agencies shall only consider the satisfaction of investment conditions for contents requested to be adjusted but not reconsider contents being implemented under the projects.

Article 120. Procedures for investor selection in the form of auction of land use rights before the effective date of the Law on Investment

1. In case a project’s plan on auction of land use rights has been approved by a competent state agency and the auction is not yet held in accordance with the land law before January 1, 2021, or the auction of land use rights is held in accordance with the land law but auction-winning results are not available before January 1, 2021, the auction may continue to be held and subsequent procedures shall be carried out under Clause 2 or 3 of this Article.

2. For projects subject to investment policy approval by the National Assembly or Prime Minister under Article 30 or 31 of the Law on Investment, the auction-wining investors as specified in Clause 1 of this Article shall carry out procedures relevant to procedures for investment policy approval simultaneously with investor approval applicable to projects subject to investment policy approval by the National Assembly or Prime Minister in accordance with this Decree.

3. For projects not subject to investment policy approval by the National Assembly or Prime Minister in accordance with Article 30 or 31 of the Law on Investment, investors shall carry out procedures for grant of investment registration certificates (if any) without having to carry out procedures for investment policy approval in accordance with the Law on Investment and this Decree.

Article 121. Procedures for investor selection in the form of bidding before the effective date of the Law on Investment

1. For projects on the list of projects which have been approved but not yet been posted on the Vietnam National E-Procurement System in accordance with the bidding law’s provisions on investor selection before January 1, 2021:

a/ For projects subject to investment policy approval in accordance with the Law on Investment, procedures for investment policy approval and other relevant procedures shall be carried out in accordance with the Law on Investment and this Decree;

b/ Projects not subject to investment policy approval in accordance with the Law on Investment are subject to announcement of the list of projects in accordance with the bidding law.

2. For projects on the list of projects which have been posted on the Vietnam National E-Procurement System in accordance with the bidding law:

a/ For projects specified at Point b, Clause 1, Article 1 of Decree No. 25/2020/ND-CP for which no results of preliminary evaluation of capacity and experience are available before January 1, 2021, the evaluation shall continue to be carried out in accordance with Decree No. 25/2020/ND-CP and procedures shall be carried out in accordance with Clause 3 or 4 of this Article;

b/ For projects specified at Point c, Clause 1, Article 1 of Decree No. 25/2020/ND-CP for which it is not yet possible to determine the number of investors expressing their interest before January 1, 2021, the number of investors expressing their interest in the projects shall continue to be determined under Decree No. 25/2020/ND-CP and procedures shall be carried out in accordance with Clause 3 or 4 of this Article;

c/ For projects specified at Point b or c, Clause 1, Article 1 of Decree No. 25/2020/ND-CP for which results of preliminary evaluation of capacity and experience are available or the number of investors expressing their interest has been determined under Decree No. 25/2020/ND-CP before January 1, 2021, the provisions of Clause 3 or 4 of this Article shall apply.

3. In case there is only one investor satisfying preliminary requirements on capacity and experience specified at Point b, Clause 3, Article 13 of Decree No. 25/2020/ND-CP or there is only one investor expressing its/his/her interest specified at Point c, Clause 1, Article 16 of Decree No. 25/2020/ND-CP:

a/ The investor shall carry out procedures relevant to procedures for investment policy approval simultaneously with investor approval as specified in Article 31, 32 or 33 of this Decree, for projects subject to investment policy approval in accordance with the Law on Investment;

b/ The investor shall carry out procedures for investor approval as specified in Clause 2, Article 30 of this Decree, for projects not subject to investment policy approval in accordance with the Law on Investment.

4. In case there are 2 or more investors satisfying preliminary requirements on capacity and experience specified at Point a, Clause 3, Article 13 of Decree No. 25/2020/ND-CP or there are 2 or more investors expressing their interest as specified at Point b, Clause 1, Article 16 of Decree No. 25/2020/ND-CP:

a/ Procedures for investment policy approval in accordance with the Law on Investment and this Decree shall be carried out before investor selection is organized in accordance with the bidding law, for projects subject to investment policy approval by the Prime Minister in accordance with the Law on Investment;

b/ Investor selection shall be organized in accordance with the bidding law while procedures for of investment policy approval are not required to be carried out in accordance with the Law on Investment and this Decree, for projects subject to investment policy approval by provincial-level People’s Committees in accordance with the Law on Investment;

c/ Investor selection shall be organized in accordance with the bidding law, for projects not subject to investment policy approval in accordance with the Law on Investment;

d/ Bid-wining investors are not required to carry out procedures for investor approval in accordance with the Law on Investment and this Decree.

5. Projects with prequalification dossiers or bidding dossiers and dossiers of requirements distributed under Decree No. 30/2015/ND-CP, for which prequalification or investor selection is being organized by January 1, 2021, must continue to comply with Decree No. 30/2015/ND-CP without having to undergo procedures for investment policy approval or investor approval in accordance with the Law on Investment and this Decree.

6. Investment projects on construction of houses or urban areas with investment policy approved by competent state agencies in accordance with the 2014 Housing Law before January 1, 2021, which specify the form of bidding for investor selection, are not required to undergo procedures for investment policy approval in accordance with the Law on Investment and this Decree and must comply with the following provisions:

a/ In case the list of projects has not yet been approved, preliminary requirements on capacity and experience shall be additionally approved before such list is announced and the list of projects is not required to be approved in accordance with the bidding law;

b/ Cases related to investor selection organization must comply with relevant provisions of Clauses 1 and 2 of this Article. Investors implementing the investment projects specified at Point a, Clause 3 of this Article shall carry out procedures for investor approval in accordance with Clause 2, Article 30 of this Decree.

Article 122. Implementation of other projects in the form of build-transfer (BT) contracts

1. In case the BT project contract requires other projects to undergo procedures for investment policy decision, investment policy approval or investment approval in accordance with the law on investment, housing, urban areas or construction, but by January 1, 2021, the investor has not yet carried out such procedures, it/he/she shall carry out procedures for investment policy approval simultaneously with investor approval neither through auction of land use rights nor through bidding for investor selection in accordance with the Law on Investment and this Decree. In case the investor has carried out the procedures but such procedures are not yet settled, the investor shall comply with Article 114 or Point a, Clause 4, Article 115 of this Decree.

2. In case the BT project contract does not require other projects to undergo procedures for investment policy decision, investment policy approval or investment approval in accordance with the law on investment, housing, urban areas or construction, but the investor wishes to carry out such procedures and has submitted a valid dossier but, by January 1, 2021, such procedures are not yet settled, the investor shall comply with Article 144 or Point a, Clause 4, Article 115 of this Decree. In case the investor has not yet submitted a dossier, it/he/she shall carry out procedures for investment policy approval simultaneously with investor approval neither through auction of land use rights nor through bidding for investor selection in accordance with the Law on Investment and this Decree.

3. Except the cases specified in Clauses 1 and 2 of this Article, if BT projects are eligible for application of transitional provisions in accordance with the law on investment in the form of public-private partnership while other projects have not yet undergone procedures for investment policy decision, investment policy approval or investment approval in accordance with the law on investment, housing, urban areas or construction before January 1, 2021, and investors wish to carry out such procedures, the investors shall carry out procedures for investment policy approval simultaneously with investor approval neither through auction of land use rights nor through bidding for investor selection in accordance with the Law on Investment and
this Decree.

Article 123. Security for implementation of investment projects that commence to be implemented before the effective date of the Law on Investment

1. Investors that sign deposit agreements with investment registration agencies before the effective date of the Law on Investment may continue to implement the signed agreements.

2. In case an investor wishes to change the form of security for implementation of the project in order to apply guarantee for deposit obligation in accordance with the Law on Investment and this Decree, or wishes to adjust conditions for deposit refund, it/he/she shall reach agreement with the investment registration agency for modification of the signed deposit agreement in accordance with the Law on Investment and this Decree.

3. The modification of a deposit agreement under Clause 2 of this Article only applies to the part of obligation to be performed after the effective date of this Decree. If the investor breaches the obligation of project implementation, it/he/she may not request change of the form of security for project implementation or adjustment of conditions for deposit refund until the breach is handled. The modification of the deposit agreement specified in this Clause does not apply to the deposit amount already refunded or not eligible for refund before the date of modification of the deposit agreement.

4. Investors that have not yet signed deposit agreements in accordance with the law on investment before the effective date of the Law on Investment and this Decree shall comply with the provisions on security for implementation of investment projects in the Law on Investment and this Decree.

5. In case a project sees any changes in terms of its objectives, implementation progress or land use purpose as specified in Clause 4, Article 77 of the Law on Investment, requiring it to be subject to making of deposit or provision of guarantee for deposit obligation to secure the implementation of the project as specified in the Law on Investment and this Decree, the investor shall make deposit or obtain bank guarantee for deposit obligation in accordance with the Law on Investment and this Decree, for the to-be-adjusted part of the project.

Article 124. Adjustment of projects involving a commitment on transfer of assets to the Vietnamese State or Vietnamese partners without compensation

1. For investment projects in which foreign investors commit to transferring their assets to the Vietnamese State or Vietnamese partners without compensation (below referred to as projects involving a commitment on transfer of assets without compensation), upon the expiration of the projects’ operation duration stated in investment licenses, investment certificates or investment registration certificates, foreign investors (in case foreign investors make investment in the form of business cooperation contract) or foreign-invested economic organizations are obliged to transfer assets in their original state and normal operation conditions to the Vietnamese State or Vietnamese partners being state enterprises without compensation.

2. For a project involving a commitment on transfer of assets without compensation, it is not allowed to consider addition of conditions for transfer of assets without compensation as committed under Clause 1 of this Article and adjust the project’s contents that lead to a change of conditions for transfer of such assets, except the cases specified in Clauses 3 and 4 of this Article.

3. In case a Vietnamese partner being a state enterprise (below referred to as Vietnamese partner) wishes to contribute the value of land use rights as capital but the handover of land is delayed, the period during which the Vietnamese partner suffers the delay shall not be included in the operation duration of the project with a commitment on transfer of assets without compensation.

4. In case a Vietnamese partner being a state enterprise transfers the whole or part of its contributed capital amount in a foreign-invested enterprise, the value of the to-be-transferred amount shall be determined through public auction to apply the highest offer price to the foreign partner. In case the foreign partner does neither purchase nor wholly purchase the contributed capital amount at such highest price, the Vietnamese partner’s contributed capital amount shall be sold to the organization or individual that has offered the highest price.

Conditions, order and procedures for transfer of the whole or part of the contributed capital amount of a Vietnamese partner being a state enterprise must comply with the law on management and use of state capital invested in production and business at enterprises and the law on enterprises.

5. The adjustment of projects involving a commitment on transfer of assets without compensation as specified in Clauses 3 and 4 of this Article shall be approved by the Prime Minister. Investors shall carry out procedures for project adjustment in accordance with relevant provisions of Section 4, Chapter IV of this Decree.

Article 125. Handling of assets after transfer to the Vietnamese State or Vietnamese partners without compensation

1. The establishment of the all-people ownership and management of assets of projects involving a commitment on transfer of assets without compensation (below referred to as transferred assets) to the Vietnamese State after termination of the projects’ operation must comply with the law on management and use of public assets.

2. In case the transferee is an enterprise in which the State holds 100% of charter capital, the handling of transferred assets shall be decided by the owner’s representative agency at the enterprise in accordance with law on management and use of state capital invested in production and business at enterprises.

3. In case the transferee is a state enterprise that has been equitized, the assets shall be transferred to a state shareholder or the Vietnamese State if the State no longer has a contributed capital amount at the enterprise. In this case, the handling of transferred assets must comply with Clauses 1 and 2 of this Article.

4. After the land use term expires, the handling of land use rights must comply with the land law.

Article 126.  Organization and operation of enterprises granted investment licenses or investment certificates (which are also business registration certificates)

1. Enterprises operating under investment licenses may continue to be organized and operate under these investment licenses and enterprises’ charters. For contents not mentioned in investment licenses and enterprises’ charters, enterprises shall implement them in accordance with the Law on Enterprises, the Law on Investment and relevant laws on the following principles:

a/ An enterprise wholly owned by a foreign investor shall comply with relevant provisions applicable to single-member limited liability companies;

b/ An enterprise each wholly owned by two or more foreign investors or a joint-venture enterprise shall comply with relevant provisions applicable to limited liability companies with two or more members;

c/ A foreign-invested joint stock company established under the Government’s Decree No. 38/2003/ND-CP of April 15, 2003, on transformation of a number of foreign-invested enterprises into joint stock companies, shall comply with relevant provisions applicable to joint stock companies.

2. Enterprises operating under investment certificates (which are also business registration certificates) may continue to be organized and operate under these certificates and enterprises’ charters. For contents not mentioned in these certificates and enterprises’ charters, enterprises shall implement them in accordance with the Law on Enterprises, the Law on Investment and relevant laws.

Article 127. Conversion into investment registration certificates and enterprise registration certificates

1. An investor that obtains the investment license, investment incentive certificate, investment certificate or paper of equivalent validity for its/his/her investment project before the effective date of the Law on Investment may shift to operate under investment registration certificate according to the following procedures:

a/ The investor shall submit 1 set of dossier for conversion of the investment license, investment incentive certificate, investment certificate or paper of equivalent validity into an investment registration certificate to the investment registration agency, which must comprise a request for conversion of investment license, investment incentive certificate, investment certificate or paper of equivalent validity into an investment registration certificate, and a copy of such license, certificate or paper;

b/ The investment registration agency shall grant an investment registration certificate to the investor within 3 working days after receiving the dossier specified at Point a of this Clause. The investment registration certificate must have the investment project’s contents stated in the investment license, investment incentive certificate, investment certificate or paper of equivalent validity. The business registration contents in such license, certificate or paper remain valid.

2. Enterprises operating under investment licenses, investment certificates (which are also business registration certificates) or papers of equivalent validity (below collectively referred to as certificates) granted before the effective date of the Law on Investment may continue to operate under these certificates without having to carry out procedures for conversion of these certificate into enterprise registration certificates.

3. An investor that applies for an investment registration certificate or enterprise registration certificate in substitution for an investment license, investment certificate (which is also business registration certificate) or paper of equivalent validity shall:

a/ Apply for an enterprise registration certificate under Clause 2 of this Article;

b/ Apply for an investment registration certificate under Clause 1 of this Article (a dossier of application for an investment registration certificate must comprise a copy of the enterprise registration certificate granted under Clause 2 of this Article and the dossier specified at Point a, Clause 1 of this Article).

4. From the date enterprises are granted enterprise registration certificates under Clause 2 or 3 of this Article, they may continue to exercise all rights and perform all obligations stated in their investment licenses, investment certificates (which are also business registration certificates) or papers of equivalent validity, including rights and obligations toward investment projects; investors mentioned in investment licenses, investment certificates (which are also business registration certificates) or papers of equivalent validity shall exercise the rights and perform the obligations toward investment projects in the capacity as members or shareholders of enterprises.

5. Upon the expiration of operation duration or the termination of operation of an investment project, the enterprise operating under its investment license, investment certificate (which is also business registration certificate) or paper of equivalent validity shall carry out procedures for terminating the operation of the investment project in accordance with the Law on Investment and this Decree without being compelled to terminate the operation of the enterprise, unless otherwise prescribed by law.

Article 128. Modification of business registration contents in investment licenses or investment certificates (which are also business registration certificates)

1. An enterprise operating under its investment license or investment certificate (which is also business registration certificate) or a paper of equivalent validity shall carry out procedures for modification of business registration contents at the business registration agency in accordance with the law on enterprises.

2. In case of modifying business registration contents together with adjusting its investment project, an economic organization shall carry out procedures for modification of business registration contents at the business registration agency so as to be granted an enterprise registration certificate under Clause 1 of this Article. After being granted the enterprise registration certificate, the economic organization shall carry out procedures for adjustment of the investment project at the investment registration agency so as to be granted an investment registration certificate under relevant provisions in Article 117 of this Decree.

3. In case of modifying contents on registration of operation of its branch or representative office, an enterprise operating under its investment license or investment certificate (which is also business registration certificate) or a paper of equivalent validity granted before the effective date of the Law on Investment shall carry out procedures for such modification under relevant provisions of the law on enterprises.

Article 129. Suspension of business, termination of operation, reorganization or dissolution of enterprises operating under investment licenses or investment certificates (which are also business registration certificates)

1. Enterprises operating under investment licenses or investment certificates (which are also business registration certificates) shall carry out procedures for suspension of business, termination of operation, reorganization or dissolution at business registration agencies.

2. Dossiers, order and procedures for suspension of business, termination of operation, reorganization or dissolution of enterprises operating under investment licenses or investment certificates (which are also business registration certificates) must comply with the law on enterprises.

Article 130. Implementation of investment promotion programs or activities

The 2021 investment promotion programs and activities being formulated and implemented under the Prime Minister’s Decision promulgating regulations on state management of investment promotion activities and the Prime Minister’s Decision promulgating the Regulation on formulation and implementation of the national investment promotion program may continue to be implemented under the provisions of such Decisions.

Section 3

IMPLEMENTATION PROVISIONS

Article 131. Effect

1. This Decree takes effect on the date of its signing.

2. The following decrees and provisions cease to be effective on the effective date of the Law on Investment:

 a/ The Government’s Decree No. 118/2015/ND-CP of November 12, 2015, detailing and guiding the implementation of a number of articles of the Law on Investment;

b/ The Government’s Decree No. 37/2020/ND-CP of March 30, 2020, supplementing the List of sectors and trades eligible for investment incentives promulgated together with the Government’s Decree No. 118/2015/ND-CP of November 12, 2015, detailing and guiding the implementation of a number of articles of the Law on Investment;

c/ The Government’s Decree No. 83/2015/ND-CP of September 25, 2015, providing offshore investment;

d/ The Government’s Decree No. 104/2007/ND-CP of June 14, 2007, on provision of debt collection services;

dd/ The Government’s Decree No. 69/2016/ND-CP of July 1, 2016, on conditions for provision of debt trading services;

e/ The Government’s Decree No. 79/2016/ND-CP of July 1, 2016, on conditions for provision of services related to professional training in apartment building management and operation, real estate brokerage practice, and real estate trading floor operation;

g/ Article 2 of the Government’s Decree No. 100/2018/ND-CP of July 16, 2018, amending, supplementing or annulling a number of provisions on business investment conditions in the fields under the state management by the Ministry of Construction.

Article 132. Implementation responsibility

1. The Ministry of Planning and Investment shall provide in detail and guide the implementation of articles and clauses as assigned in accordance with the Law on Investment and this Decree.

2. Within the ambit of their functions and tasks, ministries and ministerial-level agencies shall:

a/ Propose the Government to consider abolishing, adjusting or adding business investment conditions for sectors and trades subject to conditional business investment that are abolished, adjusted or added under the Law on Investment;

b/ Propose the Government to consider issuing, adjusting or adding conditions for sectors and trades subject to conditional offshore investment under the Law on Investment;

c/ Propose the Government to consider promulgating, amending or supplementing other decrees related to business investment to ensure the implementation of the Law on Investment and this Decree.

3. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, and chairpersons of provincial-level People’s Committees shall, within the ambit of their functions and tasks, guide and implement this Decree.-

On behalf of the Government
Prime Minister
NGUYEN XUAN PHUC

APPENDIX I

LIST OF SECTORS AND TRADES IN WHICH FOREIGN INVESTORS ARE SUBJECT TO MARKET ACCESS RESTRICTIONS

(To the Government’s Decree No. 31/2021/ND-CP of March 26, 2021)

A. SECTORS AND TRADES IN WHICH MARKET ACCESS IS NOT YET PERMITTED FOR FOREIGN INVESTORS

1. Trading in goods and services on the list of goods and services subject to state monopoly in the field of commerce.

2. Press activities and collection of news in all forms.

3. Fishing or marine resource exploitation.

4. Investigation and security services.

5. Judicial administrative services, including judicial expertise services, bailiff services, property auction services, notarization services, and asset administrator services.

6. Service of sending guest workers abroad.

7. Investment in building infrastructure of cemeteries and graveyards for the purpose of transferring land use rights combined with infrastructure.

8. Direct collection of garbage from households.

9. Public survey service (opinion poll).

10. Blasting service.

11. Production of and trading in weapons, explosive materials and supporting tools.

12. Import and demolition of used seagoing vessels.

13. Public-utility postal services.

14. Border-gate transfer of goods.

15. Temporary import for re-export.

16. Exercise of the rights to import, export and distribute goods on the list of goods which foreign investors and foreign-invested economic organizations may not exercise the rights to export, import and distribute.

17. Collection, purchase and handling of public assets at armed forces units.

18. Production of military materials or equipment; trading in military equipment and supplies for the armed forces, military weapons, equipment, techniques, ammunitions, specialized military and police vehicles, components, spare parts, supplies and special equipment, and specialized technologies for manufacturing thereof;

19. Provision of industrial property representation and intellectual property examination services.

20. Services of establishment, operation, sustainment and maintenance of navigational signals, water zones, waters, public navigational channels and navigational routes; services of surveying water zones, waters, public navigational channels and navigational routes serving the publication of marine notices; services of surveying, drawing up and publishing charts of waters, seaports, navigational channels and routes; compilation and distribution of maritime safety documents and publications.

21. Regulatory services to ensure maritime safety in water zones, waters and public navigational channels; maritime electronic information services.

22. Services of inspection (examination and testing) and grant of certificates for means of transport (including systems, assemblies, equipment and components of means of transport); inspection and grant of technical safety and environmental protection certificates for special-use vehicles and equipment, containers, dangerous goods packaging equipment used in transportation; inspection and grant of technical safety and environmental protection certificates for means and equipment for oil and gas exploration, exploitation and transportation at sea; technical inspection of occupational safety for machinery and equipment that are subject to strict requirements on occupational safety and installed on means of transport and means and equipment for oil and gas exploration, exploitation and transportation at sea; and fishing vessel registration.

23. Services of investigation, assessment and exploitation of natural forests (including logging, hunting, trapping of rare and precious wild animals, management of genetic resources of plants, domestic animals and microorganisms used in agriculture).

24. Research or use of genetic resources of new livestock breeds before they are appraised and evaluated by the Ministry of Agriculture and Rural Development.

25. Provision of travel services, except for international travel services serving inbound international tourists.

B. SECTORS AND TRADE IN WHICH FOREIGN INVESTORS ARE SUBJECT TO CONDITIONAL MARKET ACCESS

1. Production and distribution of cultural products, including video recordings.

2. Production, distribution and broadcasting of TV programs, music and dance works, stage performances and cinematographic works.

3. Provision of radio and television broadcasting services.

4. Insurance; banking, securities trading and services related thereto.

5. Post and telecommunications services.

6. Advertising services.

7. Printing and publication distribution services.

8. Geodetic and cartographic services.

9. Aerial photography services.

10. Education services.

11. Survey, exploitation and processing of natural resources, minerals and oil and gas.

12. Hydropower, offshore wind power and nuclear power.

13. Transportation of goods and passengers by rail, air, road, river, sea and pipeline.

14. Aquaculture.

15. Forestry and hunting.

16. Betting and casino business.

17. Security services.

18. Construction, operation and management of river ports, seaports and airports.

19. Real estate business.

20. Legal services.

21. Animal health services.

22. Trade in goods and activities directly related to trade in goods of foreign service providers in Vietnam.

23. Technical inspection and analysis services.

24. Tourism services.

25. Health and social services.

26. Sports and entertainment services.

27. Paper production.

28. Manufacture of vehicles with more than 29 seats.

29. Development and operation of traditional marketplaces.

30. Operation of goods exchanges.

31. Inland less-than container load (LCL) services.

32. Audit, accounting, book-keeping and tax services.

33. Valuation services; enterprise valuation consultation for equitization.

34. Services related to agriculture, forestry and fishery.

35. Production and manufacture of aircraft.

36. Production and manufacture of locomotives and railway carriages.

37. Production of and trading in cigarettes, tobacco materials, machinery and equipment of the tobacco industry.

38. Operations of publishing houses.

39. Building and repair of seagoing vessels.

40. Waste collection and environmental monitoring services.

41. Commercial arbitration and arbitration mediation services.

42. Logistics services.

43. Coastal transport services.

44. Cultivation, manufacture or processing of precious and rare plants, rearing and breeding of precious and rare wild animals and processing and disposal thereof, including also live animals and products made thereof;

45. Production of building materials.

46. Construction and relevant technical services.

47. Motorcycle assembly.

48. Services related to sports, fine arts, performing arts, fashion shows, beauty and model contests, and other entertainment activities.

49. Auxiliary services for air transport; ground technical services at airports and airfields; inflight catering services; communication, navigation and surveillance services and aviation meteorological services.

50. Shipping agency services; ship towage services

51. Services related to cultural heritages, copyright and related rights, photography, video recording, audio recording, art exhibitions, festivals, libraries, and museums;

52. Tourism promotion and advertising services.

53. Representation, recruitment agency, and booking and management services for artists and athletes.

54. Family-related services.

55. E-commerce activities.

56. Cemetery business, cemetery services and funeral services.

57. Aerial seeding and chemical spraying services.

58. Maritime pilotage services.

59. Investment sectors and trades under pilot mechanisms applied by the National Assembly, National Assembly Standing Committee, Government and Prime Minister.

APPENDIX II

LIST OF SECTORS AND TRADES ELIGIBLE FOR INVESTMENT INCENTIVES

(To the Government’s Decree No. 31/2021/ND-CP of March 26, 2021)

A. SECTORS AND TRADES ELIGIBLE FOR SPECIAL INVESTMENT INCENTIVES

I. HIGH TECHNOLOGY, INFORMATION TECHNOLOGY AND SUPPORTING INDUSTRY

1. Application of high technologies on the list of high technologies prioritized for development investment under the Prime Minister’s decisions.

2. Production of products on the list of hi-tech products encouraged for development under the Prime Minister’s decisions.

3. Production of products on the list of supporting industry products prioritized for development under the Prime Minister’s regulations on supporting industry development.

4. Hi-tech incubation and hi-tech enterprise incubation; venture investment in hi-tech development; hi-tech application, research and development in accordance with the law on high technologies; manufacture of biotech products; hi-tech human resources training; provision of hi-tech services.

5. Production of software products, digital content products, key information technology products and software services specified by the law on information technology; production of cyber information security products and provision of cyber information security services satisfying the conditions specified by the law on cyber information security; production of products formed from scientific research and technological development outcomes in accordance with the law on science and technology.

6. Generation of renewable energy, clean energy and energy from waste.

7. Production of composite materials, light construction materials, precious and rare materials.

8. Production of products on the list of key mechanical products under the Prime Minister’s decisions.

II. AGRICULTURE

1. Forest planting, tendering, nurturing, protection and development, development of production forests in vacant land areas and bare hills, planting of large-timber forests and conversion of small-timber forests into large-timber ones; development of non-timber forest products, and restoration of natural forests.

2. Raising, growing, processing and preservation of agricultural, forest and aquatic products, processing of non-timber forest products.

3. Production, propagation and creation of plant varieties, livestock breeds, forest tree cultivars and aquatic animal breeds, development of hi-tech forest tree cultivars.

4. Salt production, mining and refining.

5. Offshore fishing using advanced fishing methods and gears; fishing logistic services; construction of fishing ship building facilities and building of fishing ships.

6. Services of rescue at sea.

7. Investment in research and production of biotechnological products for use as food.

8. Production of wooden products; production of artificial boards, including: plywood, jointed boards and medium-density fiberboards (MDF) boards.

III. ENVIRONMENTAL PROTECTION, INFRASTRUCTURE CONSTRUCTION

1. Centralized collection, disposal, recycling and reuse of wastes.

2. Building and commercial operation of infrastructure facilities of industrial parks, export processing zones, hi-tech parks and functional quarters of economic zones.

3. Investment in water plants, power plants, water supply and drainage systems; bridges, roads, and railway infrastructure facilities, transport and industry; airports, seaports, inland waterway ports; airfields, terminals and other especially important infrastructure facilities under the Prime Minister’s decisions.

4. Development of urban mass transit systems.

5. Construction, management and commercial operation of rural marketplaces.

6. Investment in development, operation and management of technical infrastructure facilities for industrial clusters.

IV. CULTURE, SOCIAL AFFAIRS, SPORTS AND HEALTH

1. Construction of social houses and resettlement houses.

2. Investment and dealing in epidemic prevention and control facilities.

3. Scientific research in preparation technologies and biotechnologies for production of new medicines, new veterinary drugs, vaccines and biological products for use in animal health.

4. Production of pharmaceutical materials and major medicines, essential medicines, medicines for prevention and treatment of social diseases, vaccines, medical bio-products, herbal medicines, traditional medicines, medicines of which patents or other related exclusive licenses are going to expire; application of advanced technologies and biotechnologies to produce curative medicines for humans according to international GMP standards; production of packages in direct contact with medicines.

5. Investment in methadone production facilities.

6. Investment in construction and commercial operation of high-achievement sports training centers, sports training centers for people with disabilities; construction of sports facilities with sufficient training and competition equipment for organization of international tournaments; and professional sports training and competition establishments.

7. Investment in construction and commercial operation of geriatric and psychiatric centers, centers for treatment of Agent Orange victims; nursing homes for elderly people, people with disabilities, orphans, and helpless street children.

8. Investment in construction and commercial operation of medical treatment-education-social labor centers; tobacco addiction treatment establishments; HIV/AIDS treatment establishments; public drug rehabilitation centers; people-founded drug rehabilitation centers; district-level community-based drug rehabilitation counseling and support places.

9. Investment in construction and commercial operation of national museums, ethnic groups’ cultural houses; traditional dance, music and song troupes; theaters, film studios, and film production and film printing and development establishments; fine arts and photography exhibition halls; production, manufacture and repair of traditional musical instruments; maintenance and conservation of museums, ethic groups’ cultural houses, and arts schools; establishments and craft villages for introduction and development of traditional crafts; business investment in folk performing arts; investment in the National Library of Vietnam, public libraries of provinces and centrally run cities, and important libraries.

10. Investment in establishments providing community and gender-based violence prevention and control support for sex workers.

B. SECTORS AND TRADES ELIGIBLE FOR INVESTMENT INCENTIVES

I. SCIENCE AND TECHNOLOGY, ELECTRONICS, MECHANICAL ENGINEERING, PRODUCTION OF MATERIALS AND INFORMATION TECHNOLOGY

1. Investment in research and development (R&D) activities.

2. Production of steel billets from iron ores, high-class steel and alloys.

3. Production of coke and activated charcoal.

4. Production of energy-efficient products.