LAW OF INVESTMENT 2014

 

LAW

ON INVESTMENT

Pursuant to Constitution of Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Investment.

Chapter I GENERAL PROVISIONS Article 1. Scope This Law deals with business investments in Vietnam and outward business investments. Article 2. Regulated entities This Law applies to investors, other organizations and individuals (hereinafter referred to as entities) involved in business investment. Article 3. Interpretation of terms In this Law, the terms below are construed as follows:

1. Register office means the regulatory body competent to issue, adjust, and revoke Certificates of investment registration.
2. Investment project means a collection of proposal to make midterm or long-term capital investment in business in a particular administrative division over a certain period of time.
3. Expansion project means a project to make investment to expand the scale, improve the capacity, apply new technologies, reduce pollution or improve the environment.
4. New investment project means a project that is executed for the first time or a project independent from any other running project.
5. Business investment means an investor’s investing capital to do business by establishing a business organization; making capital contribution, buying shares or capital contributions to a business organization; making investments in the form of contracts or execution of investment projects.
6. Certificate of investment registration means a paper or electronic document bearing registered information about the investment project of the investor.
7. National investment database means a system of professional information meant for monitoring, assessment, and analysis of investments nationwide in order to serve state management tasks and support for investors’ investment making process.
8. Public-Private Partnership contract (hereinafter referred to as PPP contract) means a contract between a competent authority and an investor or project management enterprise to execute an investment project as prescribed in Article 27 of this Law.
9. Business cooperation contract means a contract between investors for business cooperation and distribution of profits, products without establishment of a new business organization.
10. Export-processing zone means an industrial park specialized in manufacturing of exported products or provision of services for manufacturing of exported products and export.
11. Industrial park means an area with a defined geographical boundary specialized in industrial production and provision of services for industrial production.
12. Economic zone means an area with a defined geographical boundary which consists of multiple sectors and is meant to attract investments, develop socio-economic, and protect national defense and security.
13. Investor means an organization or individual that makes business investments. Investors include Vietnamese investors, foreign investors, and foreign-invested business organizations.
14. Foreign investor means an individual holding a foreign nationality or an organization established under foreign laws an making business investment in Vietnam.
15. Vietnamese investor means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors.
16. Business organization means an organization established and run in accordance with Vietnam’s laws. Business organizations include companies, cooperatives, cooperative associations, and other organizations that make business investments.
17. Foreign-invested business organization means a business whose members or shareholders are foreign investors.
18. Capital means money and other assets used invested in business.

Article 4. Application of the Law on Investment, relevant laws and international agreements Article 5. Policies on business investment Article 6. Banned business lines a) Trade in the narcotic substances specified in Appendix I hereof; n) Trade in the chemicals and minerals specified in Appendix I of this Law; c) Trade in specimens of wild flora and fauna specified in Appendix 1 of Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of rare and/or endangered species of wild fauna and flora in Group I of Appendix 3 hereof; d) Prostitution; dd) Human trafficking; trade in human tissues and body parts; e) Business pertaining to human cloning. Article 7. Conditional business lines Article 8. Amendments to the Lists of banned business lines and the List of conditional business lines Depending on the socio-economic conditions and state management requirements in each period, the Government shall review the banned business lines, conditional business lines and propose amendments to Article 6 and Article 7 to the National Assembly. Chapter II INVESTMENT ASSURANCE Article 9. Assurance of asset ownership Article 10. Assurance of business investment a) Give priority to buying, using domestic goods/services; or only buy, use goods/services provided by Vietnamese producers/service providers; b) Achieve a certain export target; restrict the quantity, value, types of goods/services that are exported or produced/provided in Vietnam; c) Import a quantity/value of goods that is equivalent to the quantity/value of goods exported; or balance foreign currencies earned from export to meet import demands; d) Reach a certain rate of import substitution; dd) Reach a certain level/value of domestic research and development; e) Provide goods/service at a particular location in Vietnam or overseas; g) Have the headquarter situated at a location requested by a competent authority. Article 11. Assurance of transfer of foreign investors’ assets to abroad After all financial obligations to Vietnamese government are fulfilled, foreign investors are permitted to transfer the following assets to abroad: Article 12. The Government’s guarantee for some important projects Article 13. Assurance of business investment upon changes of laws a) Deduct the damage actually suffered by the investor from the investor's taxable income; b) Adjust the objectives of the investment project; c) Assist the investor in recovery from damage. Article 14. Settlement of disputes over business investment a) Vietnam’s court; b) Vietnam’s arbitration; c) Foreign arbitration; d) International arbitration; dd) An arbitral tribunal established by the parties in dispute. Chapter III INCENTIVES AND SUPPORT FOR INVESTMENT Section 1: INVESTMENT INCENTIVES Article 15. Forms and beneficiaries of investment incentives a) Application of a lower rate of corporate income tax for a certain period of time or throughout the project execution; exemption, reduction of corporate income tax; b) Exemption or reduction of import tax on goods imported as fixed assets; raw materials, supplies, and parts used for the project; c) Exemption, reduction of land rents, land levy. a) Projects of investment in the business lines given investment incentives specified in Clause 1 Article 16 of this Article; b) Investment projects in the administrative divisions given investment incentives specified in Clause 2 Article 16 of this Article; c) Any project in which the capital investment is at least VND 6,000 billion, or at least VND 6,000 billion is disbursed within 03 years from the day on which the Certificate of investment registration or decision on investment policies is issued; d) Any investment project in a rural area that employ at least 500 workers; dd) High-tech companies, science and technology companies, and science and technology organizations. Article 16. Business lines and administrative divisions given investment incentives a) High-tech activities, high-tech ancillary products; research and development; b) Production of new materials, new energy, clean energy, renewable energy; productions of products with at least 30% value added; energy-saving products; c) Production of key electronic, mechanical products, agricultural machinery, cars, car parts; shipbuilding; d) Production of ancillary products serving textile and garment industry, leather and footwear industry, and the products in Point c of this Clause; dd) Production of IT products, software products, digital contents; e) Cultivation, processing of agriculture products, forestry products, aquaculture products; afforestation and forest protection; salt production; fishing and ancillary fishing services; production of plant varieties, animal breads, and biotechnology products; g) Collection, treatment, recycling of waste; h) Investment in development, operation, management of infrastructural works; development of public passenger transportation in urban areas; i) Preschool education, compulsory education, vocational education; k) Medical examination and treatment; production of medicines, medicine ingredients, essential medicines, medicines for prevention and treatment of sexually transmitted diseases, vaccines, biologicals, herbal medicines, orient medicines; scientific research into preparation technology and/or biotechnology serving creation of new medicines; l) Investment in sport facilities for the disabled or professional athletes; protection and development of cultural heritage; m) Investment in geriatric centers, mental health centers, treatment for agent orange patients; care centers for the elderly, the disabled, orphans, street children; n) People's credit funds, microfinance institutions a) Administrative divisions in disadvantaged area or extremely disadvantaged areas; b) Industrial parks, export-processing zones, hi-tech zones, economic zones. Article 17. Procedures for investment incentives Article 18. Expansion of investment incentives The government shall request the National Assembly to decide provision of investment incentives other than those in this Law and other laws when the development of some especially important field or administrative - economic units is necessary. Section 2: INVESTMENT SUPPORT Article 19. Forms of investment support a) Support for development of technical infrastructure, social infrastructure, and beyond the perimeter of the project; b) Support for training and development of human resources; c) Credit support; d) Support for access to business premises; support for relocation of manufacturing facilities from urban areas; dd) Support for scientific & technological research, technology transfers; e) Support for market development, information provision; g) Support for research and development. Article 20. Support for development of infrastructure of industrial parks, export-processing zones, hi-tech zones, economic zones Article 21. Development of housing, public facilities and amenities for workers in industrial parks, hi-tech zones, and economic zones Chapter IV INVESTMENT IN VIETNAM Section 1: FORMS OF INVESTMENT Article 22. Investment in establishment of a business organization a) The investor’s charter capital satisfies the requirements in Clause 3 of this Article; b) The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory. a) The holdings of the foreign investors at listed companies, public companies, securities-trading organizations, and securities investment funds are conformable with regulations of law on securities; b) The holdings of the foreign investors at state-owned companies that have been equitized or converted are conformable with regulations of law on equitization and conversion of state-owned companies; c) With regard to holdings of the foreign investors in other cases than those mentioned in Point a and Point b of this Clause, relevant regulations of law and the international agreements to which the Socialist Republic of Vietnam is a signatory shall apply. Article 23. Investments made by foreign-invested business organizations a) 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership; b) 51% of charter capital or more is held by the business organizations mentioned in Point a of this Clause; c) 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause. Article 24. Making investment by contributing capital, buying shares, or buying capital contributions of business organizations   Article 25. Methods and conditions for making capital contributions to business organizations, buying shares or capital contributions of business organizations a) Buy shares of joint-stock companies through IPOs or additional issuance; b) Contribute capitals to limited liability companies and partnerships; c) Contribute capital to other business organizations not mentioned in Point a and Point b of this Clause. a) Buy shares of joint-stock companies from the companies or their shareholders; b) Buy capital contributions to limited liability companies by their members and become members of limited liability companies; c) Buy capital contributions to partnerships by partners and become partners; d) Buy capital contributions to business organizations other than those mentioned in Points a, b, and c of this Clause from their members. Article 26. Procedures for making investment by contributing capital, buying shares, or buying capital contributions a) The investor contributes capital, buy shares or capital contributions of business organizations engaged in business lines subject to conditions applied to foreign investors. b) 51% of charter capital of the business organization or more is held by foreign investors and/or business organizations mentioned in Clause 1 Article 23 of this Law after the capital is contributed, or shares/capital contributions are purchased. a) A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment; b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization). a) The investor shall submit the application prescribed in Clause 2 of this Article at the Service of Planning and Investment of the province where the headquarter of the business organization is situated; b) If the contribution of capital, purchase of shares/capital contributions satisfies the conditions in Point a and Point b Clause 1 Article 22 of this Law, the Service of Planning and Investment shall send a written notification to the investor within 15 days from the day on which the satisfactory application is received in order for the investor to follow procedures for changing shareholders/members as prescribed by law. If conditions are not satisfied, the Service of Planning and Investment shall notify the investor in writing and provide explanation. Article 27. Investment under PPP contracts Article 28. Investment under business cooperation contracts Article 29. Contents of a business cooperation contract a) Names, addresses, authorized representatives of parties to the contract; business address or project address; b) Objectives and scope of business; c) Contributions by parties to the contract and distribution of profits; d) Schedule and duration of the contract; d) Rights and obligations of parties to the contract; e) Adjustment, transfer, termination of contracts; g) Responsibilities for breaches of contract; method of dispute settlement. Section 2: PROCEDURES FOR DECISION ON INVESTMENT POLICIES Article 30. The National Assembly’s authority to issue decisions on investment policies Except for the projects subject to issuance of decisions on investment policies by the National Assembly according to regulations of law on public investment, the National Assembly shall issue decisions on investment policies of the following projects: a) Nuclear power plants; b) Projects that change purposes of land in national parks, wildlife sanctuaries, landscape sanctuaries, experimental forests of 50 hectares or larger; headwaters protective forests of 50 hectares or larger; protection forests meant for protection against wind, sand, waves, land reclamation, environmental protection of 500 hectares or larger, production forests of 1,000 hectares or above; Article 31. The Prime Minister’s authority to issue decisions on investment policies Except for the projects subject to issuance of decisions on investment policies by the Prime Minister according to regulations of law on public investment and the projects mentioned in Article 30 of this Law, the Prime Minister shall issue decisions on investment policies of the following projects: a) Projects that require relocation of 10,000 people or more in highlands; 20,000 people or more in other areas; b) Construction and operation of airports; air transport; c) Construction and operation of national seaports; d) Petroleum exploration, extraction, and refinery; dd) Betting and casino services; e) Cigarette production; g) Development of infrastructure of industrial parks, export-processing zones, and specialized sectors in economic zone; h) Construction and operation of golf courses; Article 32. Authority to issue decisions on investment policies of the People’s Committees of provinces a) Projects that use land allocated or leased out by the State without auction or bidding or transfer; projects that require changes of land purposes; b) Projects that use technologies on the List of technologies restricted from transfer prescribed by regulations of law on technology transfers. Article 33. Documents and procedures for decision on investment policies by the People’s Committees of provinces a) A written request for permission for execution of the investment project; b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization). c) An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project; d) Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity; dd) Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted; e) Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of this Law, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line; g) The business cooperation contract (if the project is executed under a business cooperation contract). Within 35 days from the day on which the project dossier is received, the registry office shall notify the investor of the result. a) Information about the project: information about the investor, objectives, scale, location, and duration of the project; b) Assessment of the foreign investor’s fulfillment of investment conditions (if any); c) Assessment of conformity of the investment project with the master socio-economic development planning, industrial planning, and land planning; assessment of socio-economic effects of the project; d) Assessment of investment incentives and fulfillment of conditions for investment incentives (if any); dd) Assessment of legal basis of investor’s rights to use investment premises If a request for allocation of land, lease of land, or change of land purposes is made, the investor’s fulfillment of conditions for using land, land allocation, land lease, and change of land purposes shall be assessed in accordance with regulations of law on land; e) Assessment of technologies applied to the investment project (if the project is one of those mentioned in Point b Clause 1 Article 32 of this Law). a) Name of the investor in the project; b) Name, objectives, scale, investment capital, and duration of the project; c) Location of the project; d) Schedule for project execution: schedule for capital contribution and capital raising; schedule for infrastructural development and inauguration (if any); schedule of each stage (if the project is divided into multiple stages); dd) Applied technologies; e) Investment incentives, support, and conditions (if any); g) Effective period of the decision on investment policies. Article 34. Documents and procedures for decision of investment policies by the Prime Minister a) The documents mentioned in Clause 1 Article 33 of this Law; b) Land clearance and relocation plan (if any); c) Preliminary assessment of environmental impacts and environmental protection measures; d) Assessment of socio-economic effects of the project. Article 35. Documents and procedures for issuance of decision on investment policies by the National Assembly a) The documents mentioned in Clause 1 Article 33 of this Law; b) Land clearance and relocation plan (if any); c) Preliminary assessment of environmental impacts and environmental protection measures; d) Assessment of socio-economic effects of the project; dd) Proposed special policies (if any). a) The Government’s report b) The project dossier prescribed in Clause 1 of this Article; c) The appraisal report made by the Appraisal Council; d) Relevant documents. a) Fulfillment of the criteria for identification of a project subject to issuance of decisions on investment policies by the National Assembly; b) Necessity of the project; c) Conformity of the project with the master socio-economic development planning, industrial planning, and land and other resources planning; d) Objectives, scale, location, time, schedule for project execution; demand for land use, land clearance and relocation plan, selection of primary technologies, environmental protection solutions; dd) Capital investment and capital raising plan; e) Assessment of socio-economic effects; g) Special policies; Investment incentives, support, and conditions (if any). a) Name of the investor in the project; b) Name, objectives, scale, investment capital, duration of the project, capital contribution and capital raising schedule; c) Location of the project; d) Schedule of the project: schedule of infrastructural development and inauguration (if any); schedule of achievements of primary targets and items; targets, duration, and operations of each stage (if the project is divided into multiple stages); dd) Applied technologies; e) Special policies; Investment incentives, support, and conditions (if any); g) Effective period of the Resolution on investment policies. Section 3: PROCEDURES FOR ISSUANCE, ADJUSTMENT, AND REVOCATION OF CERTIFICATE OF INVESTMENT REGISTRATION   Article 36. Cases in which the Certificate of investment registration is required a) Investment projects of foreign investors; b) Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Article. a) Investment projects of Vietnamese investors; b) Investment projects of the business organizations mentioned in Clause 2 Article 23 of this Article; c) Investment is made by contributing capital, buying shares, or buying capital contributions of business organizations. Article 37. Procedures for issuance of Certificate of investment registration a) The investor shall submit the documents mentioned in Clause 1 Article 33 of this Law to the registry office; b) Within 15 days from the receipt of sufficient documents, the registry office shall issue the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation. Article 38. Competence to issue, adjust, and revoke Certificates of investment registration a) Any investment project that spreads over multiple provinces; b) Any investment project executed both inside and outside industrial parks, export-processing zones, hi-tech zones, and economic zones; Article 39. Contents of Certificate of investment registration Article 40. Adjusting the Certificate of investment registration a) A written request for adjustment to the Certificate of investment registration; b) A report on project execution up to the date of project adjustment; c) A decision on adjustments to the investment project; d) Documents mentioned in Points b, c, d, dd and e Clause 1 Article 33 of this Article relevant to the adjustments. Article 41. Revoking the Certificate of investment registration Section 4: PROJECT EXECUTION Article 42. Assurance of project execution Article 43. Durations of investment projects Article 44. Assessment of machinery, equipment and technological line Article 45. Project transfer a) The project is not terminated in the cases as prescribed in Clause 1 Article 48 of this Law; b) Investment conditions applied to foreign investors are satisfied in case the foreign investor receives a project of investment in conditional business lines; c) Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land; d) Conditions in the Certificate of investment registration or relevant regulations of law are complied with. Article 46. Extension of project schedule a) The progress of the project and fulfillment of financial obligation to the State since the issuance of the Certificate of investment registration or decision on investment policies up to the extension date; b) Explanation and length of extension; c) Plan for carrying on the project, including capital contribution plan, infrastructural development schedule, and inauguration schedule; d) The investor’s commitment to carry on the project. Article 47. Project suspension and termination a) For protection of historical remains, relics, antiques, national treasures according to the Law on Cultural heritage; b) For environmental recovery at the request of a environment authority; c) For implementation of occupational safety measures at the request of an labor authority; d) The project is suspended under the decision or judgment of the court or arbitral tribunal; dd) The investor fails to adhere to the Certificate of investment registration and recommits administrative violations after incurring penalties. Article 48. Project termination a) The investor decides to terminate the project; b) The project has to be terminated according to the regulations of the contract or company’s charter; c) The project duration is over; d) The investor fails to overcome the difficulties that lead to project suspension in the cases mentioned in Clause 2 and Clause 3 Article 47 of this Law; dd) The land of the project is withdrawn by the State, or the investor is  not permitted to keep using the premises and fails to complete procedures for change of project location within 06 months from the day on which the decision on land/premises withdrawal is issued; e) The registry office cannot contact the investor or the investor’s legal representative after 12 months from the date of suspension of the project; g) The investor fails to execute or is not able to execute the project after 12 months according to the schedule registered with the registry office and is not permitted to extend the project execution schedule as prescribed in Article 46 of this Law; h) The project is terminated under a decision of the Court or arbitral tribunal. Article 49. Establishment of foreign investor’s operating office under business cooperation contract a) An application form which specifies the name and address of the representative office in Vietnam (if any) of the foreign investor; name, address of the operating office; contents, duration, and operating scope of the operating office; full name, residence, ID number or passport number of the head of the operating office; b) The foreign investor’s decision to establish an operating office; c) A copy of the decision to appoint the head of the operating office; d) A copy of the business cooperation contract. Article 50. Shutdown of foreign investor’s operating office under business cooperation contracts a) A decision to shut down the operating office ahead of schedule; b) A list of creditors and settled debts; c) A list or employers and employers’ benefits provided; d) A tax authority’s certification of fulfillment of tax liability; dd) A social insurance authority’s certification of fulfillment of social insurance obligations; e) A police authority’s certification of seal destruction; g) The certificate of operating office registration; h) A copy of the Certificate of investment registration; i) A copy of the business cooperation contract. Chapter V OUTWARD INVESTMENT Section 1: GENERAL PROVISIONS Article 51. Rules for making outward investments Article 52. Forms of outward investment a) Establishing a business organization in accordance with the law of the host country; b) Execute a business cooperation contract overseas; c) Purchase part or all of charter capital of an overseas business organization to participate in the management and business investment overseas; d) Trading in securities, valuable papers, or making investments via securities investment funds and other intermediate financial institutions overseas; dd) Other forms of investments prescribed by law of the host country. Article 53. Sources of capital for outward investment Section 2: PROCEDURES FOR DECISION OF OUTWARD INVESTMENT POLICIES Article 54. Competence to issue decisions on outward investment policies a) Projects with outward investment capital of VND 20,000 billion or above; b) Projects that require special policies decided by the National Assembly. a) Banking, insurance, securities, journalism, broadcasting, and telecommunications projects with outward investment capital of VND 400 billion or above; b) Projects not mentioned in Clause a of this Article with outward investment capital of VND 800 billion or above. Article 55. Documents and procedures for The Prime Minister to issue decisions on outward investment policies a) An outward investment registration form; b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization). c) Project proposals: objectives, scale, form, and location of the project; initial capital, capital raising plan, capital structure, project execution schedule, investment stages (if any); and preliminary analysis of the project effectiveness; d) Copies of any of the documents proving the investor’s financial capacity: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for investor’s financial capacity; other documents proving the investor’s financial capacity; dd) A commitment to balance foreign currency sources, or a commitment of a permitted credit institution to provide foreign currencies for the investor; e) The decision on outward investment as prescribed in Clause 1 and Clause 2 Article 57 of this Law; g) With regard to a project of outward investment in banking, securities, science and technology, the investor shall submit a written certification of the investor’s fulfillment of conditions for outward investment issued by a competent authority in accordance with the Law on credit institutions, the Law on Securities, the Law on science and technology, and the Law on Insurance Business. a) Conditions for issuance of the Certificate of registration of outward investment prescribed in Article 58 of this Law; b) The investor’s legal status; c) Necessity of the outward investment; d) Conformity of the project with Clause 1 Article 51 of this Law; dd) Project contents: scale, form of investment, location, duration, execution schedule, capital, and capital sources; e) Reassessment of risks at the host country. a) The investor; b) Objectives and location of the project; c) Capital and capital sources; capital contribution and capital raising schedule; overseas investment schedule; d) Investment incentives and support (if any). Article 56. Documents and procedures for National Assembly to issue decisions on outward investment policies a) The Government’s report; b) The project dossier prescribed in Clause 1 Article 55 of this Law; c) The appraisal report made by the Appraisal Council; d) Relevant documents. Section 3: PROCEDURES FOR ISSUANCE, ADJUSTMENT, AND REVOCATION OF CERTIFICATE OF OUTWARD INVESTMENT REGISTRATION Article 57. Competence to decide outward investment Article 58. Requirements for issuance of Certificate of registration of outward investment Article 59. Procedures for issuance of Certificate of registration of outward investment a) An outward investment registration form; b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization). c) The decision on outward investment as prescribed in Clause 1 and Clause 2 Article 57 of this Law; d) A commitment to balance foreign currency sources, or a commitment of a permitted credit institution to provide foreign currencies for the investor as prescribed in Clause 3 Article 58 of this Law; dd) With regard to a project of outward investment in banking, securities, science and technology, the investor shall submit a written certification of the investor’s fulfillment of conditions outward investment issued by a competent authority in accordance with the Law on credit institutions, the Law on Securities, the Law on science and technology, and the Law on Insurance Business. Article 60. Contents of Certificate of registration of outward investment Article 61. Adjusting Certificate of registration of outward investment a) A written request for adjustments to the Certificate of outward investment registration; b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization). c) A report on operation of the project up to the date of submission of the application for adjustments to Certificate of registration of outward investment; d) A decision on changes to the outward investment project as prescribed in Clause 1 and Clause 2 Article 57 of this Law; dd) A copy of the Certificate of outward investment registration; e) There is a certification of the investor’s fulfillment of tax obligation up to the date of submission of the project dossier. Article 62. Termination of an outward investment project a) The investor decides to terminate the project; b) The project duration is over; c) The project is terminated according to the regulations of the contract or company’s charter; d) The investor transfers all of overseas capital to a foreign investors; dd) The project is not approved by the host country after 12 months from the date of issue of the Certificate of outward investment registration, or the project is not commenced after 12 months from the day on which it is approved by a competent authority of the host country; e) The investor fails to execute the project or is not able to execute the project according to the registered schedule after 12 months from the date of issue of the Certificate of investment registration, and does not adjust the investment schedule; g) The investor fails to submit a written report on the operation of the project after 12 months from the day on which the annual tax declaration or an equivalent document is available as prescribed by the host country’s law; h) The overseas business organization is dissolved or goes bankrupt as prescribed by the host country’s law; i) The project is terminated under the decision or judgment of the court or arbitral tribunal. Section 4: COMMENCEMENT OF OVERSEAS INVESTMENT Article 63. Opening an account of outward investment capital Transfer of money from Vietnam to abroad and from abroad to Vietnam pertaining to outward investment must be made via a separate account opened at a permissible credit institution in Vietnam and registered at the State bank of Vietnam in accordance with regulations of law on foreign exchange management. Article 64. Transfer of outward investment capital a) The Certificate of outward investment registration is granted, except for the case in Clause 3 of this Article; b) The investment has been approved or licensed by a competent authority of the host country. If the host country’s law does not cover investment licensing or approval, the investor must provide documents proving his/her right to make investment in that country; c) There is a capital account as prescribed in Article 63 of this Law. Article 65. Transferring profit to Vietnam Article 66. Use of profit for overseas investment Chapter VI STATE MANAGEMENT OF INVESTMENT Article 67. Contents of state management of investment Article 68. Responsibilities of regulatory bodies for investment management a) Request the Government and the Prime Minister to consider approving strategies, plannings, plans, and policies for investments in Vietnam and outward investments; b) Promulgate or request competent authorities to promulgate legislative documents on investments in Vietnam and outward investments; c) Provide forms of documents serving procedures for investments in Vietnam and outward investments; d) Provide instruction, organize, supervise, inspect, and assess the implementation of legislative documents on investments; dd) Assess and report the developments of investments in Vietnam and outward investments; e) Develop, manage, and operate National Investment Information System; g) Take charge and cooperate with relevant agencies in supervising, assessing, and inspecting investments in Vietnam and outward investments; h) Request competent authorities to decide the suspension of projects that are approved or adjusted ultra vires or against regulations of law on investment; i) Perform state management tasks pertaining to Industrial parks, export-processing zones, economic zones; k) Perform state management tasks pertaining to investment promotion in Vietnam and overseas; l) Negotiate and conclude international agreements on investments; m) Other responsibilities and rights pertaining to investment management given by the Government and the Prime Minister. a) Cooperate with the Ministry of Planning and Investment, other Ministries and ministerial agencies in formulating laws and policies on investments; b) Take charge and cooperate with other Ministries and ministerial agencies in formulating laws, policies, standards, technical regulations, and instructions; c) Impose and request Government to promulgate conditions for making investment in the business lines mentioned in Article 7 of this Law; d) Take charge and cooperate with the Ministry of Planning and Investment in formulating planning and compiling a list of projects attracting investments; carry out investment promotion; dd) Participating in appraisal of projects subject to issuance of decisions on investment policies as prescribed in this Law; e) Carry out supervision, assessment, and inspection of the fulfillment of investment conditions of the projects under their management; g) Take charge and cooperate with the People’s Committees of provinces, other Ministries and ministerial agencies in resolving difficulties of investment projects in state management; provide guidance on distribution of powers and authorize management boards of industrial parks, export-processing zones, hi-tech zones, and economic zones to perform state management tasks therein; h) Carry out periodic assessments of socio-economic effects of projects under their management and send reports to the Ministry of Planning and Investment; i) Maintain and update management information systems under their management; integrate them into the National Investment Information System. a) Cooperate with Ministries, ministerial agencies in compiling and issuing Lists of local projects attracting investments; b) Follow procedures issuance, adjustment, and revocation of Certificates of investment registration; c) Exercise the rights of regulatory bodies to projects under their management; d) Resolve investors' difficulties or request competent authorities to do so; dd) Carry out periodic assessments of effectiveness of local projects and send reports to the Ministry of Planning and Investment; e) Maintain, update National Investment Information System within their competence; g) Provide instructions on organization, supervisions, and assessment of reporting. Article 69. Supervision and assessment of investment a) Supervision and assessment of investment project; b) Supervision and assessment of investment on an overall scale. a) The National Assembly and the People’s Councils shall exercise their rights to supervise investment as prescribed by law; b) Investment authorities and specialized authorities shall carry out supervision and assessment of investment on an overall scale and each project under their management; c) Register offices shall supervise and assess the investment projects to which they grant Certificates of investment registration; d) Vietnamese Fatherland Front shall supervise community investments within their competence. a) With regard to projects funded by state capital, investment authorities and specialized authorities shall carry out supervision and assessment according to the contents of the decisions on investment; b) With regard to projects funded by other sources, investment authorities and specialized authorities shall supervise and assess the conformity of the planning and investment policies approved by competent authorities, the investment schedule, fulfillment of environmental protection requirements, use of land and other resources as prescribed by law; c) Registry offices shall assess the adherence to Certificates of investment registration and decisions on investment policies. a) Promulgation of legislative documents on guidelines for regulations of law on investment; b) Progress of project execution; c) Assessment of investment result nationwide, of Ministries, ministerial agencies, local authorities, and investment projects under their management; d) Propose solutions for difficulties and actions against violations to regulatory agencies at the same level and investment authorities. Article 70. National Investment Information System a) National Information System for Domestic Investment; b) National Information System for Inward and Outward Investments. Article 71. Reports on investment in Vietnam a) Ministries, ministerial agencies, the People’s Committees of provinces; b) Registry offices; c) Investors and business organizations executing projects as prescribed in this Law. a) Investors and business organizations executing investment projects shall submit monthly, quarterly, and annual reports to registry offices and local statistical agencies on the project execution, which specify: capital, investment results, employees, payment to government budget, investment in R&D, environmental protection, and other professional indicators; b) Register offices shall submit monthly, quarterly, and annual reports to the Ministry of Planning and Investment and the People’s Committees of provinces on receipt of applications, issuance, adjustment, and revocation of Certificates of investment registration, and the operation of projects under their management; c) The People’s Committees of provinces shall submit quarterly and annual reports on local investments to the Ministry of Planning and Investment; d) Ministries and ministerial agencies shall submit quarterly and annual reports on issuance, adjustment, and revocation of Certificates of investment registration and equivalent papers under their management, and the operation of projects under their management to the Ministry of Planning and Investment. Then, the Ministry of Planning and Investment shall submit a summary report to the Prime Minister; dd) The Ministry of Planning and Investment shall submit quarterly and annual reports to the Prime Minister on investments nationwide and adherence to regulations on investment reporting of the entities mentioned in Clause 1 of this Article. Article 72. Reports on overseas investment a) Ministries, ministerial agencies, the People’s Committees of provinces; b) Registry offices where outward investments are registered; c) Investors executing projects as prescribed in this Law. a) Ministries, ministerial agencies, the People’s Committees of provinces shall submit biannual and annual reports on state management of outward investments within their competence to the Ministry of Planning and Investment and the Prime Minister; b)  The Ministry of Planning and Investment shall submit biannual and annual reports on investments nationwide and adherence to regulations on investment reporting of the entities mentioned in Clause 1 of this Article to the Prime Minister. a) Within 60 days from the day on which the project is approved or licensed as prescribed by law of the host country, the investor shall send a written notification of overseas investment enclosed with a copy of the written approval for the project or a document proving the right to make direct investment in the host country to the Ministry of Planning and Investment, the State bank of Vietnam, and a diplomatic mission of Vietnam in the host country; b) The investor shall submit quarterly and annual reports on the operation of the project to the Ministry of Planning and Investment, the State bank of Vietnam, and a diplomatic mission of Vietnam in the host country; c) Within 06 months from the day on which the annual tax declaration or an equivalent document is available as prescribed by the host country’s law, the investor shall submit a report on the operation of the project enclosed with the financial statement, annual tax declaration, or an equivalent document prescribed by the host country’s law to the Ministry of Planning and Investment, the State bank of Vietnam, the Ministry of Finance, a diplomatic mission of Vietnam in the host country, and a competent authorities prescribed in this Law and relevant laws; d) If the outward investment project is funded by state capital, apart from complying with regulations in Points a, b, and c of this Clause, the investor shall make reports in accordance with regulations of law on management and investment of state capital in other businesses. Chapter VII IMPLEMENTATION Article 73. Actions against violations Article 74. Transition Article 75. Amendments to Clause 1 Article 18 of the Law on High technology No. 21/2008/QH12 Clause 1 Article 18 of the Law on High technology No. 21/2008/QH12 is amended as follows: “1. A high technology must satisfy the following criteria: a) Producing hi-tech products on the List of hi-tech products given priority prescribed in Article 6 of this Law; b) Applying eco-friendly, energy-saving solutions to manufacturing and quality control in accordance with Vietnam’s technical regulations and standards (or international standards if no Vietnam’s technical regulations and standards are available); c) Other criteria established by the Prime Minister.”. Article 76. Effect This Law is passed by the 13th National Assembly of Socialist Republic of Vietnam on November 26, 2014 during the 8th session.     APPENDIX 1 LIST OF NARCOTIC SUBSTANCES BANNED FROM INVESTMENT This List covers every salt that can exist of the substances therein.   APPENDIX 2 LIST OF CHEMICALS AND MINERALS   APPENDIX 3 LIST OF ENDANGERED AND RARE SPECIES GROUP I: List of endangered and rare species banned from trading   APPENDIX 4 LIST OF CONDITIONAL INVESTMENTS     ------------------------------------------------------------------------------------------------------ This translation is made by LawSoft and for reference purposes only. Its copyright is owned by LawSoft and protected under Clause 2, Article 14 of the Law on Intellectual Property.Your comments are always welcomed