Joint Circular No. 02/2005/TTLT-BKH-BTP-BNG-BCA on guiding overseas Vietnamese and foreign residents in Vietnam to invest according to Decree No. 51/1999/NĐ-CP dated July 8, 1999 of the Government detailing the implementation of the Law on Encouraging Domestic Investment (amended by Resolution No. 03/1998/QH10).

JOINT CIRCULAR

Regarding guidance on investment by overseas Vietnamese residents,

foreign residents permanently residing in Vietnam,

pursuant to Decree No. 51/1999/NĐ-CP dated July 8, 1999,

of the Government detailing the implementation of the Law on Encouraging Domestic Investment (amended),

Resolution No. 03/1998/QH10,

Pursuant to the Law on Encouraging Domestic Investment (Amended) No. 03/1998/QH10 dated May 20, 1998;

Based on Decree No. 51/1999/NĐ-CP dated July 8, 1999 of the Government detailing the implementation of the Law on Encouraging Domestic Investment (amended) No. 03/1998/QH10 (hereinafter referred to as Decree No. 51);

Based on Decision No. 36/2003/QĐ-TTg dated March 11, 2003 of the Prime Minister promulgating the Regulations on Capital Contribution and Share Purchase by Foreigners in Vietnamese Enterprises (hereinafter referred to as Decision No. 36);

The Ministry of Planning and Investment, the Ministry of Justice, the Ministry of Foreign Affairs, and the Ministry of Public Security provide guidance on investment by overseas Vietnamese residents and foreign residents permanently residing in Vietnam under Decree No. 51 as follows:

I. GUARANTEES, SUPPORT AND INVESTMENT INCENTIVES

a) Cadres, civil servants, public officials, and workers as stipulated in Article 2 of Decree No. 178/2024/NĐ-CP dated December 31, 2024 (amended and supplemented by Decree No. 67/2025/NĐ-CP dated March 15, 2025) of the Government on policies and treatment for cadres, civil servants, public officials, workers, and armed forces personnel in the process of organizational restructuring of the political system, having a total mandatory social insurance contribution period of at least 15 years when working in heavy, hazardous, or dangerous jobs or extremely heavy, hazardous, or dangerous jobs listed by the agency under the Government responsible for labor administration, or working in areas with particularly difficult socio-economic conditions including time worked in places with regional allowances of coefficient 0.7 or higher before January 1, 2021, and reaching the retirement age as specified in Appendix II issued together with Decree No. 135/2020/NĐ-CP, ceasing work immediately due to direct impact from organizational restructuring and implementation of the two-level local government model;

1.1. Overseas Vietnamese residents include:

a) Vietnamese citizens residing, working, and living long-term abroad;

b) Persons of Vietnamese origin residing, working, and living long-term abroad;

c) Individuals whose father, mother, grandfather, grandmother, paternal grandfather, or paternal grandmother currently hold or have held Vietnamese citizenship.

1.2. Foreign residents permanently residing in Vietnam include:

a) Foreign citizens residing, working, and living long-term in Vietnam who have been issued a permanent residence card by competent Vietnamese authorities;

b) Stateless persons residing, working, and living long-term in Vietnam who have been issued a permanent residence card by competent Vietnamese authorities.

1.3. The subjects mentioned in Points 1.1 and 1.2 with projects under Decree No. 51 are hereinafter referred to as investors.

1.4. This Circular does not apply to foreign investors who are not permanently residing in Vietnam.

2. Establishment of enterprises and purchase of shares, capital contribution to Vietnamese enterprises.

2.1. To implement investment projects as stipulated in Decree No. 51, investors may directly invest capital to establish enterprises individually or jointly with Vietnamese citizens through the form of purchasing shares or contributing capital to establish enterprises according to the Enterprise Law and the Cooperative Law.

2.2. Investors are permitted to purchase shares or contribute capital in state-owned enterprises listed in the Catalogue approved by the Prime Minister upon the proposal of the Minister of Planning and Investment, as follows:

a) Purchase of initial public offering shares of state-owned enterprises undergoing equitization; purchase of additional shares of state-owned enterprises that have been equitized or purchase of shares from shareholders in state-owned enterprises that have been equitized.

b) Contribute capital to enterprises, purchase the equity stake of members to become members of the enterprise.

c) The total value of shares and contributions of investors under these forms shall not exceed 30% of the charter capital of state-owned enterprises undergoing equitization or already equitized.

d) The authority to decide on selling shares, receiving capital contributions, the form of capital contribution or purchasing shares of investors is carried out according to Article 6 and Article 7 of the Regulations on Capital Contribution and Share Purchase by Foreign Investors in Vietnamese Enterprises issued together with Decision No. 36.

2.3. Investors are allowed to purchase shares or contribute capital without limitation on ratio and have the right to participate in management and operation in Vietnamese enterprises not subject to the State Enterprise Law. The investor's purchase of shares or contribution of capital using foreign currency, machinery, equipment, raw materials, goods, technology transfer, intellectual property rights, securities with value, or other assets shall be implemented according to contracts signed between the investor and related enterprises.

2.4. Rights and obligations of enterprises and investors in purchasing shares or contributing capital:

a) Enterprises selling shares or receiving capital contributions must notify in writing the competent authority deciding on the equitization of the enterprise, the authority deciding on the establishment of the enterprise, or the authority issuing the business registration certificate for the enterprise at least 15 days after completing the receipt of capital contributions or sale of shares to investors.

b) Investors purchasing shares or contributing capital in enterprises operating under current Vietnamese laws enjoy rights and obligations as stipulated in Articles 15 and 16 of Decision No. 36.

3. Transfer of investor name, change of capital contributors

Investors who previously transferred their capital and assets to Vietnamese citizens or Vietnamese production and business establishments and used the names of those individuals or organizations to invest and operate in Vietnam, if they have the need and meet the conditions, can proceed with procedures to transfer the investor name or change capital contributors according to the guidance provided in Part V of this Circular.

4. Industries, sectors, and areas encouraged for investment

4.1. Investors are allowed to invest and operate in all industries, sectors, and areas as prescribed by Vietnamese law, except for those industries and sectors specified in Clause 1, Article 3 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government detailing certain provisions of the Enterprise Law, Clause 2 and 3, Article 2 of Decree No. 14/2001/NĐ-CP dated April 25, 2001 of the Government on managing security service operations, and Clause 2, Article 1 of Decree No. 125/2004/NĐ-CP dated May 19, 2004 of the Government amending and supplementing certain provisions of Decree No. 03/2000/NĐ-CP dated February 3, 2000 detailing certain provisions of the Enterprise Law.

4.2. Investors are encouraged to invest and operate in industries and sectors listed in Catalogue A issued together with Decree No. 35/2002/NĐ-CP dated March 29, 2002 of the Government amending and supplementing Catalogues A, B, and C attached to Decree No. 51 (hereinafter referred to as Decree No. 35) and Decree No. 164/2003/NĐ-CP dated December 22, 2003 of the Government detailing the implementation of the Law on Corporate Income Tax (hereinafter referred to as Decree No. 164).

4.3. Investors are encouraged to invest and operate in areas with difficult socio-economic conditions as specified in List B and in areas with particularly difficult socio-economic conditions as specified in List C issued together with Decree No. 35 and Decree No. 164.

5. Support for production and business premises

5.1. Investors with projects under Decree No. 51, if they have a need to lease land for implementing their investment projects, shall be facilitated in leasing land. The competent state agency shall lease land based on the purpose of land use established in the feasibility study project and according to the socio-economic development plan of the locality to resolve each project individually.

5.2. The period of exemption from payment of land rent for investment projects in industries, professions, or fields specified in List A or located in areas specified in List B or List C of Decree No. 35 shall be implemented in accordance with domestic enterprises of the same type as stipulated in Article 18 of Decree No. 51.

6. Rights over leased land and housing attached to land use rights

6.1. Investors who are granted land leases or allocated land with payment of land use fees in accordance with the current provisions of the amended Land Law (2003) shall exercise rights and obligations as prescribed in Decree No. 181/2004/NĐ-CP dated October 29, 2004 of the Government.

6.2. Overseas Vietnamese investors returning to Vietnam for long-term investment may purchase housing attached to residential land use rights in Vietnam in accordance with Decree No. 81/2001/NĐ-CP dated November 5, 2001 of the Government regarding overseas Vietnamese purchasing housing in Vietnam.

7. Borrowing from the Development Support Fund

Investors with projects under List A or implementing projects in areas specified in List B or List C issued together with Decree No. 35 shall be considered for investment support through forms such as investment loans, credit guarantees for investment loans, or post-investment interest rate subsidies in accordance with Decree No. 106/2004/NĐ-CP dated April 1, 2004 of the Government on state investment credit development.

8. Tax Exemption and Reduction

8.1. Investors with projects meeting the conditions stipulated in Clause 2, Article 33 of Decree No. 164, projects under List A, or implementing projects in areas specified in List B or List C issued together with Decree No. 164 shall enjoy preferential tax rates and periods of exemption or reduction of corporate income tax as prescribed in Articles 35, 36, 37, and 38 of Decree No. 164.

8.2. Investors engaged in export trade as specified in Appendix III issued together with Decree No. 164, in addition to enjoying preferential corporate income tax as prescribed in Articles 36, 37, and 38 of Decree No. 164, shall also benefit from reduced corporate income tax as prescribed in Article 39 of Decree No. 164.

8.3. Investors with projects benefiting from investment incentives under Decree No. 51 shall be exempted from import duties on equipment and machinery that form fixed assets, similar to domestic investors of the same type as prescribed in Article 26 of Decree No. 51.

8.4. Corporate income tax shall be exempted for investors contributing capital in the form of patents, technical secrets, technological processes, or technical services.

9. Implementation of the Principle of Uniform Pricing

9.1. Investment projects of investors mentioned in this Circular, implemented in accordance with Decree No. 51, shall enjoy the same input prices as domestic investment projects of the same type for land, goods, raw materials, fuel, materials, supplies, and services priced by the State, subject to the same tax rates.

9.2. Investors with projects implemented in accordance with Article 1 of Decree No. 51 shall apply the same service prices for housing, hotels, electricity, water, healthcare, inland transportation fares by water, road, air, postal and telecommunications charges, education and training fees as applied to Vietnamese citizens within the country.

9.3. State agencies and production and business establishments operating under Vietnamese law shall uniformly implement these regulations.

II. PROCEDURES FOR CONFIRMATION OF VIETNAMESE ORIGIN

10. For holders of Vietnamese passports

Holders of valid Vietnamese passports residing and doing business abroad are automatically included in the category specified in Point 1.1.a of this Circular and do not need the confirmation certificate specified in Point 1.1 of this Circular.

11. For holders of foreign passports

11.1. Holders of foreign passports falling under the category specified in Point 1.1 of this Circular, if they possess any of the following documents:

- Certificate of Vietnamese nationality;

- Certificate of loss of Vietnamese nationality;

- Registration certificate of citizen;

- Certificate of Vietnamese origin.

11.2. Issuance of the Certificate of Vietnamese nationality shall be carried out in accordance with Articles 17, 18, and 19 of Decree No. 104/1998/NĐ-CP dated December 31, 1998 of the Government detailing and guiding the implementation of the Law on Vietnamese Nationality (hereinafter referred to as Decree No. 104).

11.3. Issuance of the Certificate of loss of Vietnamese nationality shall be carried out in accordance with Articles 25 and 26 of Decree No. 104.

11.4. Issuance of the Registration certificate of citizen shall be carried out in accordance with Decision No. 713/NG-QĐ dated May 17, 1997 of the Ministry of Foreign Affairs temporarily regulating procedures for registering Vietnamese citizens abroad.

11.5. The Certificate of Vietnamese origin (the model of which is issued together with this Circular) shall be issued by one of the following competent authorities:

a) Representative offices of Vietnam abroad;

b) Committee for Vietnamese Abroad under the Ministry of Foreign Affairs.

c) People's Committee of the province/city directly under the Central Government where the father, mother, grandfather, grandmother, paternal grandfather, or paternal grandmother of the person applying for confirmation was born; or the province/city directly under the Central Government where the person applying for confirmation has ever lived.

The Chairman of the People's Committee of the province/city directly under the Central Government may delegate authority to specialized departments to consider and decide on issuing or refusing to issue the Certificate of Vietnamese origin.

11.6. The person requesting issuance of the Certificate of Vietnamese Origin at the agencies specified in Point 11.5 of this Circular must submit an application form (the Form issued together with this Circular) and a valid foreign passport or other valid document substituting for a foreign passport. Accompanying the application form must be one of the following documents (including those issued by the former authorities before April 30, 1975):

a) Documents proving Vietnamese nationality of the father, mother, paternal grandfather, paternal grandmother, maternal grandfather, or maternal grandmother; in cases where these individuals have lost their Vietnamese nationality, a Certificate of Loss of Vietnamese Nationality must also be provided.

b) Documents proving that the applicant is the biological child, grandchild through the son's or daughter's line, of the persons referred to in Point 11.6.a of this Circular.

11.7. The Certificate of Vietnamese Origin issued by Vietnamese representative offices abroad to overseas Vietnamese according to the joint Circular No. 11/BKH-NG dated December 31, 1996 of the Ministry of Planning and Investment and the Ministry of Foreign Affairs; and the Certificate of Vietnamese Blood Relationship issued according to the joint Circular No. 10/2000/TTLT-BKH-BTP-BNG-BCA dated August 15, 2000 of the Ministry of Planning and Investment, the Ministry of Justice, the Ministry of Foreign Affairs, and the Ministry of Public Security remain valid for business registration procedures.

12. For persons who no longer hold documents related to Vietnamese origin

12.1. The Certificate of Vietnamese Origin shall be issued to persons who no longer hold documents related to Vietnamese origin in the following cases:

a) In the case of applying for a Certificate of Vietnamese Origin at Vietnamese representative offices abroad, the following must be submitted:

- A self-written resume of the applicant from the time prior to the request for confirmation of Vietnamese origin up to the present.

- A certificate from the local Vietnamese community organization where the applicant resides confirming blood relationship with a person currently holding or having held Vietnamese nationality (which may be from the Vietnam Association with legal organizations or agencies in the country or the Vietnamese representative office in that country).

b) In the case of applying for a Certificate of Vietnamese Origin at the competent authority within Vietnam as specified in Point 11.5.b or 11.5.c of this Circular, the following must be submitted:

- A self-written resume of the applicant from the time prior to the request for confirmation of Vietnamese origin up to the present.

- A written statement from at least two Vietnamese citizens residing in Vietnam with full civil capacity confirming blood relationship with a person holding Vietnamese nationality or with a person who has previously held Vietnamese nationality. The certificate must clearly state the name and address of the person being confirmed and the certifiers; the signing of the certificate must take place at the competent authority and be confirmed by that authority.

13. Time limit for examination and issuance of the Certificate of Vietnamese Origin

Within ten working days from the date of receipt of complete and valid application files, the competent authority of Vietnam will examine and issue the Certificate of Vietnamese Origin; in cases of refusal, the applicant must be notified in writing with specific reasons stated.

III. ENTRY, EXIT, AND RESIDENCE OF INVESTORS

14. Entry and exit of investors

14.1. Investors holding a Vietnamese Passport or a substitute document for a passport can enter and exit Vietnam without a visa.

14.2. Investors holding a foreign passport or a substitute document for a passport will be considered for multiple-entry Vietnamese visas or temporary residence cards appropriate to the preparation and operation period according to the business license granted by the competent authority of Vietnam.

15. Residence, issuance, amendment, change of content, and revocation of the Permanent Residence Card

15.1. The residence of investors as specified in Points 1.1.a, 1.1.b, and 1.2 of this Circular shall be carried out in accordance with Articles 11 and 12 of the Law on Entry, Exit, and Residence of Foreigners in Vietnam promulgated on April 28, 2000.

15.2. The issuance, amendment, change of content, or revocation of the Permanent Residence Card of investors shall be conducted at the immigration management agency under the Ministry of Public Security in accordance with Articles 13 and 14 of the Law on Entry, Exit, and Residence of Foreigners in Vietnam dated April 28, 2000.

IV. BUSINESS REGISTRATION PROCEDURES AND ISSUANCE OF INVESTMENT INCENTIVE CERTIFICATES

16. Business registration documents

16.1. In addition to the business registration documents required by law for Vietnamese citizen investors and relevant certificates and qualifications related to the professional level of managers in certain industries and occupations as prescribed by Vietnamese law, overseas Vietnamese investors must submit one of the following documents:

- A copy of a valid Vietnamese Passport;

- A document substituting for a Vietnamese Passport;

- Certificate of Vietnamese nationality;

- Certificate of loss of Vietnamese nationality;

- Registration certificate of citizen;

- A Certificate of Vietnamese Origin;

- A Certificate of Vietnamese Origin issued according to the joint Circular No. 11/BKH-BNG dated December 31, 1996 of the Ministry of Planning and Investment and the Ministry of Foreign Affairs;

- A Certificate of Vietnamese Blood Relationship issued according to the joint Circular No. 10/2000/TTLT-BKH-BTP-BNG-BCA.

16.2. In addition to the business registration documents required by law for Vietnamese citizen investors and relevant certificates and qualifications related to the professional level of managers in certain industries and occupations as prescribed by Vietnamese law, foreign investors residing permanently in Vietnam must present a Permanent Residence Card issued by the competent authority of Vietnam.

16.3. Certificates, qualifications, certifications, notarizations, and diplomas related to the professional level of investors issued by foreign authorities must be translated into Vietnamese and the translation must be notarized by a Vietnamese notary public.

17. Procedure and time limit for examining business registration applications

17.1. The investor shall directly register for business or authorize another person to submit the application to the Department of Planning and Investment of the province or centrally governed city where the business premises is located. When submitting the application, the investor (or the authorized person) must present their Passport or Permanent Resident Card, the original substitute document for the Vietnamese passport, and the original necessary documents for verification and comparison. The Department of Planning and Investment will accept the application, check the Passport and the validity of the application, and issue a receipt for response to the investor according to the current laws of Vietnam.

17.2. Within fifteen working days from the date of receiving a complete and valid application, the Department of Planning and Investment shall be responsible for examining and processing the business registration for the investor.

18. Procedures for requesting investment incentives and reporting on the implementation of investment incentives.

18.1. To enjoy investment incentives under Decree No. 51, investors with projects in industries, occupations, or fields specified in List A or implementing projects in areas specified in Lists B or C issued together with Decree No. 35 must comply with the necessary procedures stipulated in Circular No. 02/1999/TT-BKH dated September 24, 1999, guiding the procedures and formalities for granting investment incentives under Decree No. 51.

18.2. Every six months (at the end of June and December each year), enterprises enjoying investment incentives shall be responsible for reporting the situation regarding the implementation of incentive measures at their enterprise to the Department of Planning and Investment for consolidation and reporting to the Ministry of Planning and Investment.

18.3. In cases where enterprises or investors violate Vietnamese laws, fail to fully meet the conditions for enjoying investment incentives, foreign investors residing permanently in Vietnam who settle abroad, or violate provisions set out in Clause 3, Article 121 of the Enterprise Law and Point 18.2 of this Circular, the Department of Planning and Investment shall recommend the Provincial People's Committee to adjust part or revoke all approved incentives or recover the Investment Incentive Certificate according to current laws.

V. PROCEDURES FOR TRANSFERRING THE INVESTOR'S NAME, CHANGING SHAREHOLDER MEMBERS, CONVERTING PREVIOUSLY INVESTED CAPITAL INTO SHAREHOLDER CONTRIBUTIONS IN AN ENTERPRISE

19. Conditions for transferring the investor's name, changing shareholder members of an operating enterprise.

19.1. Investors specified in Point 3 of this Circular when handling procedures for transferring the investor's name, changing shareholder members need the following documents:

a) A document agreeing to return assets and capital of the enterprise managed by the person (or persons) representing the investor to the investor.

b) A document from the person (or persons) representing the investor voluntarily transferring capital or transferring capital and management rights of the enterprise to the investor.

c) An agreement from the founders and shareholders of the enterprise regarding the acceptance of the transfer of the investor's name, change of shareholder members, and conversion of invested capital.

d) An application from the investor requesting the transfer of the investor's name, change of shareholder members, and conversion of invested capital in the business registration of the enterprise.

Including a commitment to implement the enterprise charter and continue fulfilling the rights and obligations of the enterprise.

19.2. The new investor, new shareholder has the responsibility to proceed with formalizing ownership rights, usage rights, or other related rights to the assets received according to the current laws of Vietnam.

20. Conditions for converting previously invested capital in domestic enterprises under the name of Vietnamese citizens into the investor's share contribution.

Investors specified in Point 3 of this Circular who have transferred their capital and assets to Vietnamese citizens or Vietnamese production and business establishments and used the name of those individuals or organizations to invest and operate in Vietnam, when handling procedures to register their share contributions in the enterprise, must have a document from the Vietnamese citizen or production and business establishment agreeing to return the portion of assets and capital managed and used by them to the investor.

21. Procedures, formalities, and time limits for considering the change of the investor's name.

21.1. The Department of Planning and Investment assists the Chairman of the People's Committee of the province or centrally governed city in resolving the change of the investor's name, change of shareholder members. The Department of Planning and Investment accepts, examines the application, and guides the investor to supplement the necessary documents.

21.2. To change the name of an operating enterprise, change shareholder members, the investor submits the application to the Department of Planning and Investment that previously issued the Business Registration Certificate, including documents as specified in Point 16.1 and the documents specified in Point 19.1 of this Circular.

21.3. Within twenty days from the date of submitting a complete and valid application, the investor must announce at least five times on local mass media about the change of the investor's name. During this period, individuals and organizations with rights and interests in the enterprise must come to the enterprise to resolve their legitimate rights.

21.4. After twenty days from the announcement date, if there are no disputes or complaints against the enterprise's request to change the investor's name, change shareholder members, the Department of Planning and Investment shall process the change of the investor's name, change of shareholder members, and submit it to the Chairman of the People's Committee of the province or centrally governed city for decision.

22. Other provisions related to the change of the investor's name, change of shareholder members.

22.1. The change of the investor's name, change of shareholder members can only be implemented for enterprises without disputes or lawsuits.

22.2. Administrative penalties for previous investments not registered in the name of the investor will not be imposed.

VI. IMPLEMENTATION

23. Effectiveness and organization of implementation.

23.1. This Circular replaces Joint Circular No. 10/2000/TTLT-BKH-BTP-BNG-BCA dated August 15, 2000, of the Ministry of Planning and Investment, the Ministry of Justice, the Ministry of Foreign Affairs, and the Ministry of Public Security, and takes effect fifteen days after its publication in the Official Gazette.

23.2. During the implementation of this Circular, state management agencies and enterprises, if encountering difficulties or obstacles, are requested to promptly reflect them in writing to the Ministry of Planning and Investment. The Ministry of Planning and Investment shall be responsible for coordinating with the Ministry of Justice, the Ministry of Foreign Affairs, and the Ministry of Public Security to resolve any arising issues./.