Decree No. 83/2015/ND-CP dated September 25, 2015 of the Government prescribing offshore investment

DECREE

Prescribing offshore investment[1]

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the November 26, 2014 Law on Investment;

At the proposal of the Minister of Planning and Investment,

The Government promulgates the Decree prescribing offshore investment.

Chapter I

GENERAL PROVISIONS

Article 1.Scope of regulation

1. This Decree prescribes in detail offshore investment activities for business purposes; procedures for making offshore investment, and state management of offshore investment in the forms prescribed at Points a, b, c and dd, Clause 1, Article 52 of the Law on Investment.

2. Offshore investment in the oil and gas sector and offshore investment in the form prescribed at Point d, Clause 1, Article 52 of the Law on Investment must comply with other decrees of the Government.

3. In case an investor proposes offshore investment in the form prescribed at Point dd, Clause 1, Article 52 of the Law on Investment which is not yet regulated by Vietnam’s law, the Prime Minister shall consider and make decision at the proposal of the Ministry of Planning and Investment.

Article 2.Subjects of application

1. Investors, including:

a/ Economic organizations which are established and operate under the Law on Enterprises;

b/ Cooperatives and unions of cooperatives which are established and operate under the Law on Cooperatives;

c/ Credit institutions which are established and operate under the Law on Credit Institutions;

d/ Business households as defined by law, and individuals bearing Vietnamese citizenship;

dd/ Other organizations that carry out business investment under Vietnam’s law.

2. State management agencies and overseas Vietnamese representative missions.

Article 3.Interpretation of terms

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

1. Offshore investment means an investor’s transfer of capital, or payment for purchase of part or whole of a business establishment, or establishment of ownership to carry out business investment activities outside Vietnam’s territory, and direct management of such investment activities.

2. Foreign economic organization means an economic organization that is established or registered for doing business overseas in accordance with the law of the host country or territory to carry out investment activities in such country or territory, of which a Vietnamese investor owns part or whole of the investment capital.

3. Valid investment project dossier means a dossier that contains adequate documents in sufficient quantities and with fully declared information in accordance with the Law on Investment, this Decree and set forms.

4. National foreign investment portal means the e-portal used for performing procedures for grant and modification of investment registration certificates and offshore investment registration certificates; for posting and updating legal documents, policies, processes and procedures for and conditions on investment by foreign investors and foreign-invested economic organizations engaged in business investment activities in Vietnam, and organizations and individuals engaged in offshore investment activities. The domain name of the national foreign investment portal is dautunuocngoai.gov.vn or fdi.gov.vn.

5. National database on offshore investment means a national collection of information data on offshore investment projects that are stored and managed in the national information system on inward investment and offshore investment. Information stored in the national database on offshore investment is original information about offshore investment projects.

6. National information system on inward investment and offshore investment means a professional information system on inward investment and offshore investment that is established and operated by the Ministry of Planning and Investment in coordination with various agencies in order to send, receive, store, display and otherwise process data to serve the state management of offshore investment.

Article 4.Offshore investment capital

Offshore investment capital may take the following forms:

1. Foreign currency on accounts of licensed credit institutions or purchased from licensed credit institutions or foreign exchange from other lawful sources as prescribed by law.

2. Vietnam dong in accordance with Vietnam’s regulations on foreign exchange management.

3. Machinery, equipment; supplies, raw materials, fuels and finished and semi-finished goods.

4. Value of industrial property rights, technical know-hows, technological processes, technical services, intellectual property rights and brands.

5. Other lawful assets.

Article 5.Language used in offshore investment dossiers

1. Investment project dossiers, documents and reports sent to Vietnamese state agencies shall be made in Vietnamese.

2. For an investment project dossier that comprises documents made in a foreign language, the investor shall submit valid copies of these documents accompanied by their Vietnamese translations.

3. For an investment project dossier that comprises documents made in both Vietnamese and a foreign language, Vietnamese versions shall be used to perform administrative procedures for investment.

Article 6.Codes of offshore investment projects

1. The code of an investment project prescribed in Clause 1, Article 60 of the Law on Investment is a sequence of nine digits automatically created by the national offshore investment information system and printed on the offshore investment registration certificate. Such code has the first four digits indicating the year of grant of the offshore investment registration certificate followed by a five-digit ordinal number starting from 00001.

2. Each investment project shall be granted only one code to be kept unchanged during the project operation and shall not be granted to another project. The code of an investment project shall be deleted when the offshore investment registration certificate expires.

3. State management agencies shall agree on the use of codes of investment projects for management and exchange of information on investment projects.

4. For investment projects that are implemented under the granted investment licenses, offshore investment registration certificates or other papers of equivalent validity, their codes are serial numbers of such licenses, certificates or papers. In case such license, certificate or paper is modified, the investment project shall be granted a new code as prescribed in Clause 1 of this Article.

Article 7.Offshore investment with state funds

Conditions, competence, process and procedures for making decision on investment with regard to state-funded offshore investment projects must comply with the Law on Management and Use of State Capital Invested in Production and Business at Enterprises and relevant laws.

Article 8.Locations of investment projects

1. Investment projects below must have documents confirming their locations:

a/ Energy projects;

b/ Projects on culture, growing, catching and processing of agricultural, forest, aquatic and marine products;

c/ Projects on mineral exploration, exploitation and processing;

d/ Projects on construction of production, manufacturing and processing facilities;

dd/ Real estate and infrastructure construction and operation projects.

2. The document certifying  project location may be any of the following:

a/ Investment license or another paper of equivalent validity from the host country or territory specifying the location and scale of land use;

b/ Decision on land allocation or lease issued by a competent agency or organization;

c/ Contract awarded through bidding or appointment, land allocation or lease contract; investment and business cooperation contract specifying the location and scale of land use;

d/ On-principle agreement on land allocation or lease, lease of business location; agreement on investment and business cooperation signed with a competent agency, organization or person in the host country or territory.

Chapter II

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

Article 9.Dossiers of application for offshore investment registration certificates for projects subject to offshore investment policy decision by the Prime Minister

1. Dossiers of offshore investment projects subject to offshore investment policy decision by the Prime Minister prescribed in Clause 2, Article 54 of the Law on Investment shall be compiled in accordance with Article 55 of the Law on Investment.

2. Other equivalent papers certifying the legal status of the investor prescribed at Point b, Clause 1, Article 55 of the Law on Investment include any of the following papers: investment license or investment certificate; or investment registration certificate if the investor is a foreign-invested enterprise in Vietnam; or business registration certificate; or establishment decision.

3. The document certifying the location of the investment project as prescribed at Point c, Clause 1, Article 55 of the Law on Investment is required for projects defined in Article 8 of this Decree.

4. The tax agency’s document certifying the investor’s fulfillment of tax obligations by the time of submission of the investment project dossier as prescribed in Clause 5, Article 58 of the Law on Investment.

5. For offshore investment projects of enterprises of which 100% charter capital is held by the State, the offshore investment decision as prescribed at Point e, Clause 1, Article 55 of the Law on Investment may be any of the following documents:

a/ Written permission of the agency acting as the owner’s representative for the investor to implement the offshore investment project that contains the following main details: investor, investment objectives, scale, form and location, total investment capital, capital raising plan, capital source structure, project implementation schedule, and investment efficiency criteria to be achieved;

b/ Report on internal appraisal of the offshore investment project proposal for use as a basis for the agency acting as the owner’s representative to grant permission under Point a of this Clause.

6. The investor shall take responsibility before law for the accuracy and truthfulness of documents and contents of investment registration for carrying out offshore investment procedures in accordance with the Law on Investment, this Decree and set forms.

Article 10.Order and procedures for offshore investment policy decision by the Prime Minister

1. An investor shall submit eight sets of dossier (including one original set) of application for an offshore investment registration certificate to the Ministry of Planning and Investment, and concurrently register investment information on the national information system on inward investment and offshore investment under Article 18 of this Decree.

2. The dossier shall be received by the Ministry of Planning and Investment if it fully comprises all documents prescribed in this Decree and is registered on the national information system on inward investment and offshore investment.

3. The Ministry of Planning and Investment shall check the validity of the dossier. In case the dossier is invalid or needs clarification of some information, within five working days after receiving the dossier, the Ministry of Planning and Investment shall issue a written notice to the investor for dossier completion.

4. Within the time limit prescribed in Clause 2, Article 55 of the Law on Investment, the Ministry of Planning and Investment shall send the dossier to the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered, for appraisal.

5. The consulted agencies shall send written opinions on issues under their assigned state management to the Ministry of Planning and Investment within the time limit prescribed in Clause 3, Article 55 of the Law on Investment. Past this time limit, if a consulted agency gives no written opinion, it shall be regarded as having approved the investment project dossier regarding issues in its assigned state management field.

6. The Ministry of Planning and Investment shall conduct appraisal and make an appraisal report with details and within the time limit prescribed in Clause 4, Article 55 of the Law on Investment to the Prime Minister.

7. Within 10 days after receiving the appraisal report of the Ministry of Planning and Investment, the Prime Minister shall issue an offshore investment policy decision containing the details prescribed in Clause 5, Article 55 of the Law on Investment.

8. For an offshore investment project that belongs to an enterprise of which 100% charter capital is held by the State, upon receipt of the offshore investment policy decision, the agency acting as the owner’s representative shall make a decision on offshore investment as prescribed in Article 29 of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises.

9. Within five working days after receiving the decisions prescribed in Clauses 7 and 8 of this Article, the Ministry of Planning and Investment shall grant an offshore investment registration certificate to the investor and send its copies to the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered.

10. In case the Prime Minister rejects the offshore investment policy, within three working days after receiving the written rejection, the Ministry of Planning and Investment shall issue a written notice of refusal to grant the offshore investment registration certificate clearly stating the reason to the investor.

Article 11.Dossiers of request for modification of offshore investment registration certificates for projects subject to offshore investment policy decision by the Prime Minister

1. Dossiers of request for modification of offshore investment registration certificates for projects subject to offshore investment policy decision by the Prime Minister shall be compiled in accordance with Clause 2, Article 61 of the Law on Investment.

2. Other papers of equivalent validity confirming the legal status of the investor as prescribed at Point b, Clause 1, Article 55 of the Law on Investment may be any of the following documents: investment license or investment certificate or investment registration certificate, if the investor is a foreign-invested enterprise in Vietnam, or business registration certificate or establishment decision.

3. Documents prescribed at Points c, d, dd and g, Clause 1, Article 55 of the Law on Investment, and Clause 3, Article 9 of this Decree related to the requested modifications.

4. The investor shall take responsibility before law for the accuracy and truthfulness of documents and contents of investment registration for carrying out investment procedures in accordance with the Law on Investment, this Decree and set forms.

Article 12.Order and procedures for offshore investment project adjustment policy decision by the Prime Minister

1. An investor shall submit eight sets of dossier (including one original set) for modification of the offshore investment registration certificate to the Ministry of Planning and Investment, and concurrently register investment information on the national information system on inward investment and offshore investment under Article 18 of this Decree.

2. A dossier shall be received by the Ministry of Planning and Investment if it comprises all the documents prescribed in this Decree and is registered on the national information system on inward investment and offshore investment.

3. The Ministry of Planning and Investment shall check the validity of the dossier. In case the dossier is invalid or needs clarification of some information, within five working days after receiving the dossier, the Ministry of Planning and Investment shall issue a written notice to the investor for dossier completion.

4. Within the time limit prescribed in Clause 2, Article 55 of the Law on Investment, the Ministry of Planning and Investment shall send the dossier to the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered, for appraisal.

5. The consulted agencies shall send written opinions on issues under their assigned state management to the Ministry of Planning and Investment within the time limit prescribed in Clause 3, Article 55 of the Law on Investment. Past this time limit, if a consulted agency gives no written opinion, it shall be regarded as having approved the dossier for investment project adjustment regarding issues in its assigned state management field.

6. The Ministry of Planning and Investment shall conduct appraisal and make and send an appraisal report on the project’s adjusted contents to the Prime Minister within the time limit prescribed in Clause 4, Article 55 of the Law on Investment.

7. Within 10 days after receiving the appraisal report from the Ministry of Planning and Investment, the Prime Minister shall decide on the policy on adjustment of the offshore investment project.

8. For an offshore investment project of an enterprise of which 100% charter capital is held by the State, upon receipt of the decision on adjustment of the offshore investment policy, the agency acting as the owner’s representative shall make investment decision as prescribed in Article 29 of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises.

9. Within five working days after receiving the decisions prescribed in Clauses 7 and 8 of this Article, the Ministry of Planning and Investment shall modify the offshore investment registration certificate, and concurrently send its copies to the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered.

10. In case the Prime Minister rejects the policy on adjustment of the offshore investment project, within three working days after receiving the written rejection, the Ministry of Planning and Investment shall issue a written notice of refusal to modify the offshore investment registration certificate clearly stating the reason to the investor.

Article 13.Offshore investment projects subject to investment policy decision by the National Assembly

The dossier, order and procedures for the National Assembly to decide on offshore investment policy must comply with Article 56 of the Law on Investment and other governmental decrees.

Chapter III

PROCEDURES FOR GRANT AND MODIFICATION OF OFFSHORE INVESTMENT REGISTRATION CERTIFICATES FOR PROJECTS NOT SUBJECT TO OFFSHORE INVESTMENT POLICY DECISION

Article 14.Dossiers of application for offshore investment registration certificates

1. Dossiers of application for offshore investment registration certificates shall be compiled under Clause 2, Article 59 of the Law on Investment.

2. Other equivalent papers certifying the legal status of the investor as prescribed at Point b, Clause 2, Article 59 of the Law on Investment may be any of the following documents: investment license or investment certificate or investment registration certificate, if the investor is a foreign-invested enterprise in Vietnam, or business registration certificate, or establishment decision.

3. The document certifying the project location is required for projects prescribed in Article 8 of this Decree.

4. The tax agency’s document certifying the investor’s fulfillment of tax obligations by the time of submission of the investment project dossier as prescribed in Clause 5, Article 58 of the Law on Investment.

5. An investor shall take responsibility before law for the accuracy and truthfulness of documents and contents of investment registration for carrying out offshore investment procedures in accordance with the Law on Investment, this Decree and set forms.

Article 15.Order and procedures for grant of offshore investment registration certificates

1. An investor shall submit three sets of dossier (including one original set) of application for an offshore investment registration certificate to the Ministry of Planning and Investment, and concurrently register investment information on the national information system on inward investment and offshore investment under Article 18 of this Decree.

2. The dossier shall be received by the Ministry of Planning and Investment if it comprises all the documents prescribed in this Decree and is registered on the national information system on inward investment and offshore investment.

3. The Ministry of Planning and Investment shall check the validity of the dossier. In case the dossier is invalid or needs clarification of some information, within five working days after receiving the dossier, the Ministry of Planning and Investment shall issue a written notice to the investor for dossier completion.

4. For a project with registered foreign currency capital equivalent to VND 20 billion or more to be transferred overseas, the Ministry of Planning and Investment shall collect written opinions from the State Bank of Vietnam under Clause 3, Article 58 of the Law on Investment. Within seven working days after receiving the written request from the Ministry of Planning and Investment, the State Bank of Vietnam shall send its written opinions to the Ministry of Planning and Investment. Past this time limit, if the Ministry of Planning and Investment receives no written opinion, the State Bank of Vietnam shall be regarded as having approved the investment project dossier concerning issues in its assigned state management field.

5. The Ministry of Planning and Investment shall grant an offshore investment registration certificate within the time limit prescribed in Clause 3, Article 59 of the Law on Investment and send its copies to the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered.

6. In case the dossier is unsatisfactory for the grant of an offshore investment registration certificate, the Ministry of Planning and Investment shall issue a written notice of refusal to grant an offshore investment registration certificate stating the reason to the investor.

Article 16.Dossiers of request for modification of offshore investment registration certificates

1. A dossier of request for modification of an offshore investment registration certificate shall be compiled under Clause 2, Article 61 of the Law on Investment.

2. Other equivalent papers certifying the legal status of the investor as prescribed at Point b, Clause 2, Article 61 of the Law on Investment may be any of the following documents: investment license or investment certificate or investment registration certificate, if the investor is a foreign-invested enterprise in Vietnam, or business registration certificate, or establishment decision.

3. The documents prescribed at Points d and dd, Clause 2, Article 59 of the Law on Investment and Clause 3, Article 14 of this Decree related to the modifications.

4. An investor shall take responsibility before law for the accuracy and truthfulness of documents and contents of investment registration for carrying out offshore investment procedures in accordance with the Law on Investment, this Decree and set forms.

Article 17.Order and procedures for modification of offshore investment registration certificates

1. An investor shall submit three sets of dossier (including one original set) for modification of the offshore investment registration certificate to the Ministry of Planning and Investment, and concurrently register investment information on the national information system on inward investment and offshore investment under Article 18 of this Decree.

2. The dossier shall be received by the Ministry of Planning and Investment if it comprises all the documents prescribed in this Decree and is registered on the national information system on inward investment and offshore investment.

3. The Ministry of Planning and Investment shall check the validity of the dossier. In case the dossier is invalid or needs clarification of some information, within five working days after receiving the dossier, the Ministry of Planning and Investment shall issue a written notice to the investor for dossier completion.

4. For an adjusted project with foreign currency capital equivalent to VND 20 billion or more to be transferred overseas, the Ministry of Planning and Investment shall collect written opinions from the State Bank of Vietnam under Clause 3, Article 58 of the Law on Investment. Within seven working days after receiving the written request of the Ministry of Planning and Investment, the State Bank of Vietnam shall send its written opinions to the Ministry of Planning and Investment. Past this time limit, if the Ministry of Planning and Investment receives no written opinion, the State Bank of Vietnam shall be regarded as having approved the investment project dossier concerning issues in its assigned state management field.

5. The Ministry of Planning and Investment shall adjust the offshore investment registration certificate within the time limit under Clause 3, Article 61 of the Law on Investment and send its copies to the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the line ministry, the State Bank of Vietnam, and the People’s Committee of the province or centrally run city where the investor is headquartered.

6. In case the dossier is unsatisfactory under regulations, the Ministry of Planning and Investment shall issue a written notice of refusal to modify the offshore investment registration certificate stating the reason to the investor.

Article 18.Grant and modification of offshore investment registration certificates through the national information system on inward investment and offshore investment

1. An investor shall make online declaration of information about the investment project on the national information system on inward investment and offshore investment and receive a code for online dossier declaration.

2. Within 15 days after making online dossier declaration under Clause 1 of this Article, the investor shall submit a dossier of application for or modification of the offshore investment registration certificate to the agency granting offshore investment registration certificates.

3. After receiving the investment project dossier, the investment-registering agency shall grant a temporary account to the investor for logging in the national information system on inward investment and outward investment to follow the processing of the dossier and modification of the offshore investment registration certificate.

4. After being granted an offshore investment registration certificate or having it modified, an investor shall be granted an account to log in the national information system on inward investment and outward investment to make periodical reports under regulations.

Chapter IV

IMPLEMENTATION OF INVESTMENT PROJECTS

Article 19.Transfer of investment capital overseas

1. An investor may transfer investment capital overseas to carry out offshore investment activities under Article 64 of the Law on Investment.

2. An investor may transfer foreign currency, goods, machinery and equipment overseas before being granted an offshore investment registration certificate to pay expenses for the formulation of an investment project including:

a/ Market and investment opportunity research;

b/ Field survey;

c/ Document study;

d/ Collection and purchase of documents and information relating to the selection of investment projects;

dd/ Summarization, assessment and appraisal of investment projects, including selection and hiring of consultants for such assessment and appraisal;

e/ Organization of seminars and symposiums;

g/ Establishment and operation of overseas contact offices for the formulation of an investment project;

h/ Participation in international bidding, making of deposits or collaterals or payment of other financial guarantees, payment of expenses and fees requested by bid solicitors or the host country or territory as a condition for participation in bidding or implementation of investment projects;

i/ Participation in acquisition or merger of companies, making of deposits or collaterals or other financial guarantees, payment of expenses and fees as requested by company sellers or prescribed by the law of the host country or territory;

k/ Contract negotiation;

l/ Purchase or lease of assets for the formulation of an overseas investment project.

3. The transfer of foreign currency, goods, machinery and equipment overseas as prescribed in Clause 2 of this Article must comply with relevant laws concerning foreign exchange, export, customs and technology.

4. The limit on foreign currency transferred overseas under Clause 2 of this Article is 5% of total offshore investment capital and USD 300,000 in real value, and shall be included in the total offshore investment capital.

5. The State Bank of Vietnam shall provide detailed guidance on the management of foreign exchange for the transfer of foreign currency overseas to carry out the activities specified in this Article.

6. Transfer of capital in the form of machinery, equipment and goods overseas and into Vietnam for the implementation of offshore investment projects must undergo customs procedures prescribed by the customs law. The Ministry of Finance shall provide detailed guidance on transfer of machinery, equipment and goods overseas to carry out a number of investment activities before the offshore investment registration certificate is granted under Clause 2 of this Article.

Article 20.Offshore investment reporting

1. After being granted an offshore investment registration certificate, an investor shall be granted an account to log in to the national information system on inward investment and outward investment for making periodical reports under regulations.

2. An investor shall send written reports on operation of its offshore investment project under Clause 3, Article 72 of the Law on Investment, and concurrently manage its account and timely update adequate information on the national information system on inward investment and outward investment.

3. In case of any inconsistencies between information on the national information system on inward investment and outward investment and information in written reports, the latter shall prevail.

Article 21.Financial obligations

1. An investor shall fulfill financial obligations related to its offshore investment project toward the Vietnamese State as prescribed by the tax law.

2. Import and export duty exemption for goods, machinery and equipment exported abroad as capital for carrying out investment activities and transferred from abroad back into Vietnam must comply with the law on import duty and export duty.

Article 22.Rights and obligations of investors in case of sending Vietnamese workers overseas to work for offshore investment projects

1. An investor may recruit and send Vietnamese workers to work for offshore investment projects in accordance with the laws of Vietnam and the host country or territory.

2. An investor shall carry out all the procedures prescribed by the law on sending of Vietnamese workers to work for offshore investment projects; and concurrently guarantee lawful interests of Vietnamese workers abroad; settle problems arising in the sending of Vietnamese workers to work for offshore investment projects; and comply with other relevant laws.

Article 23.Re-grant of offshore investment registration certificates

1. In case its offshore investment registration certificate is lost, burned, torn or otherwise damaged, an investor shall send a written request for re-grant of the certificate to the certificate-granting agency.

2. Within 15 days after receiving a written request from an investor, the offshore investment registration certificate-granting agency shall consider and re-grant the certificate.

Article 24.Liquidation of offshore investment projects

1. Immediately after its investment project is completed, an investor shall liquidate the project in accordance with the law of the host country or territory.

2. Within six months after the tax finalization report or any document of equivalent legal validity is available according to the law of the host country or territory concerning the completion of the liquidation of its investment project, an investor shall transfer back home all remaining proceeds from the liquidation.

3. If wishing to extend the time limit prescribed in Clause 2 of this Article, before this time limit expires, an investor shall send a written request stating the reason to the Ministry of Planning and Investment for consideration and decision. Extension may be granted only once and must not exceed six months. Within 15 days after receiving such written request, the Ministry of Planning and Investment shall issue a written reply on the extension of the time limit for transfer back to the country of all remaining proceeds from the liquidation of the investment project to the investor.

4. Within 60 days after completing the liquidation of the investment project and transfer of all remaining proceeds (if any) from the liquidation of the investment project, an investor shall carry out procedures to terminate the offshore investment project as prescribed in Article 25 of this Decree.

Article 25.Termination of offshore investment projects

1. An investor shall carry out procedures to terminate an offshore investment project in the cases prescribed in Clause 1, Article 62 of the Law on Investment.

2. Expiration of the project operation duration as prescribed at Point b, Clause 1, Article 62 of the Law on Investment is the expiration of the project operation duration according to the law of the host country or territory of which the investor makes no request for extension or extension is not permitted.

3. An investor shall submit one set of dossier of request for termination of the offshore investment registration certificate, which comprises the following documents:

a/ A written request, made according to the form set by the Ministry of Planning and Investment;

b/ The original offshore investment registration certificate;

c/ The original or a valid copy of the decision on termination of the offshore investment project according to the competence prescribed in Article 57 of the Law on Investment;

d/ Valid copies of documents proving that the investor has completed the liquidation of the project as prescribed in Article 24 of this Decree.

4. An investor shall take responsibility before law for the accuracy and truthfulness of the documents and contents of investment registration for carrying out offshore investment procedures in accordance with the Law on Investment and this Decree and according to set forms.

5. The Ministry of Planning and Investment shall check the validity of the dossier. If the dossier is invalid or needs clarification of some information, within five working days after receiving the dossier, the Ministry of Planning and Investment shall issue a written notice to the investor for dossier completion.

6. Within 15 days after receiving a valid dossier, the Ministry of Planning and Investment shall issue a decision on termination and revocation of the offshore investment registration certificate and send its copies to the Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, War Invalids and Social Affairs, line ministry, State Bank of Vietnam, and People’s Committee of the province or centrally run city where the investor is headquartered.

7. For the termination of an offshore investment project as prescribed at Point d, Clause 1, Article 62 of the Law on Investment, the investor shall send a written notice thereof to the State Bank of Vietnam before terminating the project and transferring all overseas investment capital to a foreign investor.

8. For the termination of an offshore investment project as prescribed at Points d and e, Clause 1, Article 62 of the Law on Investment without the investor’s request for invalidation of the offshore investment registration certificate, the Ministry of Planning and Investment shall, in pursuance to the Law on Investment and this Decree, issue a decision to invalidate the offshore investment registration certificate and send it to the investor and relevant state management agencies.

In case the investor wishes to continue implementing its offshore investment project, it shall carry out the procedures for grant of an offshore investment registration certificate in accordance with the Law on Investment and this Decree.

9. For the termination of an offshore investment project as prescribed at Point g, Clause 1, Article 62 of the Law on Investment, the investor shall liquidate the project and carry out the procedures for invalidation of the offshore investment registration certificate.

Article 26.Validity of offshore investment registration certificates in case of forged dossiers

1. An offshore investment registration certificate shall become invalid if the investor has forged the dossier and documents used for application for the grant or modification of the certificate.

2. When a competent agency makes a conclusion that a dossier or document used for application for the grant or modification of an offshore investment registration certificate is a forged one, the offshore investment registration certificate-granting agency shall notify the revocation of the certificate, if it is granted for the first time, or cancellation of certificate modifications which have been effected based on untruthful information, and restoration of the certificate based on the latest valid dossier.

Chapter V

STATE MANAGEMENT OF OFFSHORE INVESTMENT

Article 27.State management responsibilities

1. The Government shall perform the uniform state management of offshore investment nationwide.

2. The Ministry of Planning and Investment shall be answerable to the Government for performing the state management of offshore investment.

3. Ministries, ministerial-level agencies, People’s Committees of provinces and centrally run cities and overseas Vietnamese representative missions shall, within the scope of their tasks and powers, perform the state management of offshore investment in their assigned fields.

Article 28.Responsibilities of the Ministry of Planning and Investment

1. To assume the prime responsibility for, and coordinate with other ministries, sectors and localities in, developing offshore investment orientations for each period; to promulgate according to its competence, or submit to competent authorities for promulgation, legal documents on offshore investment.

2. To assume the prime responsibility for the appraisal of offshore investment projects subject to policy decision; to grant, modify or revoke offshore investment registration certificates.

3. To coordinate with Vietnamese state agencies at home and abroad in exchanging information and supporting investors according to their competence, and settling problems in the implementation of the law on offshore investment.

4. To examine, inspect and supervise according to its competence the implementation of the law on offshore investment; to settle complaints and denunciations, perform recommendation and reward work, and handle violations in the implementation of offshore investment.

5. To act the focal point in the state management of promotion of offshore investment and implement a number of state-managed offshore investment programs.

6. To assume the prime responsibility for organizing, building, instructing, operating, maintaining and updating the national information system on inward investment and offshore investment.

7. Annually, to work with the Ministry of Finance, State Bank of Vietnam, Ministry of Labor, War Invalids and Social Affairs, Ministry of Foreign Affairs, line ministries, and provincial-level People’s Committees in addressing recommendations of investors, promulgating according to their competence or proposing mechanisms and policies and necessary measures to raise the efficiency of offshore investment activities;

8. To report on offshore investment activities nationwide under Clause 2, Article 72 of the Law on Investment.

Article 29.Responsibilities of the State Bank of Vietnam

1. To assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment and other related agencies in, formulating and promulgating according to their competence, or submitting to competent authorities for promulgation, regulations, mechanisms and policies on credit, management of foreign exchange, and control of money laundering related to offshore investment.

2. To contribute opinions on capital sources and management of foreign exchange of investment projects at the request of the Prime Minister or the Ministry of Planning and Investment within 15 days after receiving written requests concerning investment projects subject to investment policy decision by the Prime Minister, and within seven working days after receiving written requests concerning investment projects subject to registration for the grant of offshore investment registration certificate.

3. To examine, inspect and supervise according to its competence inward and outward transfer of foreign currency related to offshore investment projects.

4. To supervise commercial banks in providing loans to investors for carrying out  offshore investment activities according to the law on management of foreign exchange.

5. To guide and manage the outward transfer of foreign currencies for preparing for investment projects before making offshore investment registration under Clause 5, Article 19 of this Decree.

6. To report on outward transfer of foreign currencies (before and after the offshore investment registration certificate is granted) and inward transfer of foreign currencies related to offshore investment projects to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment as prescribed in Clause 2, Article 72 of the Law on Investment.

Article 30.Responsibilities of the Ministry of Finance

1. 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 finance related to offshore investment.

2. To contribute opinions on issues related to finance, taxation, customs and state-funded investment related to offshore investment activities at the request of the Prime Minister or the Ministry of Planning and Investment within 15 days after receiving written requests concerning investment projects subject to investment policy decision by the Prime Minister;

3. To examine, inspect and supervise according to its competence the investors’ fulfillment of financial obligations; to assess the efficiency of use of state capital invested in enterprises making offshore investment.

4. To monitor, supervise and summarize the use of state funds for offshore investment in accordance with law.

5. To report on the investors’ fulfillment of financial obligations toward the Vietnamese State; to assess the efficiency of use of state capital invested in enterprises making offshore investment and summarize the use of state capital used for offshore investment under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 31.Responsibilities of the Ministry of Foreign Affairs

1. 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 and mechanisms on assistance and protection by overseas Vietnamese representative missions of lawful rights of Vietnamese investors in the host countries and territories.

2. To direct overseas Vietnamese representative missions overseas to monitor and support investment activities of Vietnamese investors in the host countries and territories; to assist the Ministry of Planning and Investment in verifying information relating to investment activities of Vietnamese investors in the host countries and territories at the latter’s request.

3. To report on assistance provided by overseas Vietnamese representative missions for Vietnam’s investment activities in the host countries and territories under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 32.Responsibilities of the Ministry of Industry and Trade

1. 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 activities.

2. To examine, inspect and supervise according to its competence trading, industrial and energy activities related to offshore investment activities;

3. To report on offshore investment activities in the field of trade, industry and energy under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 33.Responsibilities of the Ministry of Agriculture and Rural Development

1. 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 agriculture, forestry, fishing, culture and processing of aquatic and marine products related to offshore investment activities.

2. To examine, inspect and supervise according to its competence agricultural, forestry, aquatic and marine product fishing, culture and processing activities related to offshore investment activities.

3. To report on offshore investment activities in the field of agriculture, forestry and fisheries under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 34.Responsibilities of the Ministry of Labor, War Invalids and Social Affairs

1. 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 management and employment of Vietnamese workers related to offshore investment.

2. To examine, inspect and supervise according to its competence the sending of Vietnamese workers overseas to work for offshore investment projects.

3. To report on the sending of Vietnamese workers overseas to work for offshore  investment projects under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 35.Responsibilities of ministries, ministerial-level agencies and government-attached agencies

1. To coordinate with the Ministry of Planning and Investment in formulating regulations, policies and planning related to offshore investment activities.

2. To contribute opinions on issues in their assigned fields of state management related to offshore investment activities at the request of the Prime Minister or the Ministry of Planning and Investment within 15 days after receiving written requests concerning investment projects subject to investment policy decision by the Prime Minister.

3. To inspect, investigate and supervise according to their competence issues in their assigned field of state management related to offshore investment activities.

4. To manage and supervise the use of state capital for offshore investment by state enterprises, and state capital invested in enterprises under their management or in which they act as the owner’s representatives.

5. To report on offshore investment under their management under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 36.Responsibilities of provincial-level People’s Committees

1. To monitor and manage investors that are headquartered or based in their localities and carry out offshore investment activities in accordance with the law on enterprises and relevant laws:

2. To contribute opinions on issues under their management related to investment projects of investors headquartered in their localities at the request of the Prime Minister or the Ministry of Planning and Investment within 15 days after receiving written requests concerning investment projects subject to investment policy decision by the Prime Minister.

3. To coordinate with ministries and sectors in providing guidance to implement regulations on offshore investment; to examine and supervise offshore investment activities; to solve difficulties in the implementation of the law on offshore investment.

4. To manage and supervise the use of state capital for offshore investment by state enterprises, and state capital invested in enterprises under their management or in which they act as the owner’s representatives.

5. To report on offshore investment under their management under Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 37.Responsibilities of overseas Vietnamese representative missions

1. To act as the focal point in coordinating with overseas Vietnamese agencies in monitoring and supporting investors in complying with the laws of the host countries or territories; to protect lawful rights of investors abroad; through the diplomatic channel, to make proposals and requests to authorities of the host countries to assist, create favorable conditions and remove difficulties for investors during the implementation of the projects in these countries in accordance with the Law on Overseas Representative Missions of the Socialist Republic of Vietnam; to assist the Ministry of Planning and Investment in verifying information relating to investment activities of Vietnamese investors in the areas under their charge upon request.

2. To report on support they have provided for Vietnam’s investment activities in the areas under their charge as prescribed in Clause 2, Article 72 of the Law on Investment to the Ministry of Planning and Investment in writing and through the national information system on inward investment and outward investment.

Article 38.Inspection, examination, monitoring and assessment

1. Inspection, examination, monitoring and assessment of offshore investment projects shall be conducted in accordance with the laws on investment inspection, examination, monitoring and assessment.

2. Investors shall provide documents, materials and information related to inspection, investigation and monitoring of offshore investment activities to competent state agencies in accordance with law.

Article 39.Handling of violations and settlement of disputes

1. Violators of the provisions of this Decree shall, depending on the nature and seriousness of their violations, be disciplined, administratively handled or examined for penal liability; and pay compensations in accordance with law if causing damage.

2. An investor that fails to comply with reporting regulations shall, depending on the seriousness of the violations, be sanctioned in the following forms:

a/ The offshore investment registration certificate-granting agency shall issue a written caution for the first violation;

b/ Being sanctioned for administrative violation in accordance with the law on administrative sanctions in the field of planning and investment;

c/ Having its offshore investment registration certificate or investment license or offshore investment certificate or written permission for offshore investment invalidated under Point g, Clause 1, Article 62 of the Law on Investment;

d/ Having its violation publicly announced on the national information system on inward investment and outward investment; the portal of the Ministry of Planning and Investment, and other mass media.

3. The offshore investment registration certificate-granting agency shall not be responsible for settling disputes arising among investors or between investors and related organizations and individuals during the registration for offshore investment and investment business activities aboard.

Chapter VI

IMPLEMENTION PROVISIONS

Article 40.Effect

1. This Decree takes effect on the date of its signing and supersedes the Government’s Decree No.78/2006/ND-CP of August 9, 2006, prescribing offshore investment.

2. Investment activities carried out under investment licenses or offshore investment certificates or written permissions for offshore investment granted before the effective date of this Decree may continue in accordance with this Decree.

3. For investment projects operating under investment licenses or offshore investment certificates which specify the project duration, if they continue their offshore investment activities, their investors shall carry out registration for grant of offshore investment registration certificates in accordance with the Law on Investment and this Decree.

4. For dossiers of offshore investment submitted before July 1, 2015, and before the effective date of this Decree, investment procedures shall be carried out as follows:

a/ For dossiers that have been received and shall be dealt with before July 1, 2015, under the Law on Investment, the Ministry of Planning and Investment shall grant offshore investment registration certificates in accordance with the Law on Investment. During the implementation of the procedures for grant of offshore investment registration certificates, the offshore investment registration certificate-granting agency may not request any additional documents from the investors other than those prescribed in the Law on Investment;

b/ For dossiers that have been received before July 1, 2015, and still in the time limit for settlement under the Law on Investment, the offshore investment registration certificate-granting agency shall guide the investors in modifying the dossiers and carry out the procedures for grant of offshore investment registration certificates in accordance with the Law on Investment.

Article 41.Implementation provisions

1. The Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Industry and Trade, the Ministry of Agriculture and Rural Development, and the State Bank of Vietnam shall, within the scope of their assigned management functions and tasks, guide the implementation of this Decree.

2. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, and chairpersons of provincial-level People’s Committees shall implement this Decree.-

On behalf of the Government
Prime Minister
NGUYEN TAN DUNG