CIRCULAR NO. 06/2016/TT-BKHĐT GUIDING THE IMPLEMENTATION OF CERTAIN ARTICLES OF DECREE NO. 15/2015/NĐ-CP OF THE GOVERNMENT ON INVESTMENT UNDER PUBLIC-PRIVATE PARTNERSHIP FORM

CIRCULAR

GUIDELINES FOR IMPLEMENTING CERTAIN ARTICLES OF DECREE NO. 15/2015/NĐ-CP OF THE GOVERNMENT ON INVESTMENT UNDER THE PUBLIC-PRIVATE PARTNERSHIP FORM

On the basis of the Investment Law dated November 26, 2014;

On the basis of Investment Law on June 18, 2014;

Pursuant to Decree No. 15/2015/NĐ-CP dated February 14, 2015 of the Government on Investment under Public-Private Partnership Form;

Pursuant to Decree No. 30/2015/NĐ-CP dated March 17, 2015 of the Government detailing the implementation of certain articles of the Law on Bidding regarding the selection of investors; Article of the Law on Biddinginvestment decisionchoice

Pursuant to Decree No. 116/2008/NĐ-CP dated November 14, 2008 of the Government stipulating functions, tasks, powers, and organizational structure;a) The list of classifications of institutional sectors to be applied in Vietnam's statistics as specified in Appendix I attached hereto;

At the proposal of the Legal Department Director, the Minister of Planning and Investment promulgates this Circular guiding the implementation of certain articles of Decree No. 15/2015/NĐ-CP of the Government dated February 14, 2015 on investment under the public-private partnership form.1. This Circular guides the implementation of certain Articles of Decree No. 15/2015/NĐ-CP of the Government dated February 14, 2015 on investment under the public-private partnership form (hereinafter referred to as Decree No. 15/2015/NĐ-CP), including: 2. Management mechanisms and use of preparatory investment capital; procedures for proposing project proposals, approving feasibility reports; using preparatory investment costs and implementing projects by ministries, sectors, provincial People's Committees; financial plans of projects; finalizing construction projects implemented according to separate guidelines of the Ministry of Planning and Investment and the Ministry of Finance.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular applies to competent state agencies, investors, project enterprises, lenders, and other agencies, organizations, and individuals related to the implementation of public-private partnership investment projects.

a) Conversion of investment forms for projects invested with state capital;

b) Project contracts, similar contracts, and model project contracts;

c) Procedures for issuing, amending, and revoking Investment Registration Certificates, establishing project enterprises, and related documents;

d) Other contents within the authority to guide of the Ministry of Planning and Investment as stipulated in Decree No. 15/2015/NĐ-CP.

is the agency authorized to issue, amend, and revoke Investment Registration Certificates as stipulated in Article 39 of Decree No. 15/2015/NĐ-CP, including the Ministry of Planning and Investment and Provincial People's Committees (hereinafter referred to as Provincial People's Committees).

Article 2. Applicability

State agencies that

Article 3. Explanation of Terms

1. The agency issuing the Investment Registration Certificate are ministries, sectors, provincial people's committees, or agencies authorized by ministries, sectors, provincial people's committees to sign and implement project contracts as stipulated in Article 8 of Decree No. 15/2015/NĐ-CP and Article 9 of this Circular.

2. Public project contract approving remediation and environmental recovery plans or remediation and environmental recovery plans is a contract signed between the competent state agency and the investor with objectives and characteristics similar to one or more project contracts specified in Clauses 3, 4, 5, 6, 7, 8, 9 of Article 3 of Decree No. 15/2015/NĐ-CP.

3. Preliminary project agreementis an agreement between the competent state agency and the investor after concluding negotiations on the project contract to confirm that both parties have agreed on the draft project contract submitted to the agency issuing the Investment Registration Certificate and the rights and obligations of each party as stipulated in Clause 2 of Article 30 of Decree No. 15/2015/NĐ-CP. are infrastructure construction works of public-private partnership investment projects under the contract forms prescribed in Clauses 3, 4, 5, 6, 7, 8, and 9 of Article 3 of Decree No. 15/2015/NĐ-CP and similar contract forms.

4. Project are public-private partnership investment projects under the contract forms prescribed in Clauses 3, 4, 5, 6, 7, 8, and 9 of Article 3 of Decree No. 15/2015/NĐ-CP and similar contract forms.

5. Similar contracts b) Organize reviews, issue, amend, and revoke Investment Registration Certificates and related administrative procedures according to their authority and procedures stipulated in Articles 39, 40, 41 of Decree No. 15/2015/NĐ-CP and corresponding provisions in Chapter IV of this Circular;

6. 5. Certificate of archival business inspection results c) Notify the investor in writing and specify the reasons when requesting modifications or supplements to the project proposal or refusing to issue, amend the Investment Registration Certificate and related procedures according to Decree No. 15/2015/NĐ-CP and this Circular; is a dossier containing all required components and documents as prescribed in Decree No. 15/2015/NĐ-CP, this Circular, and the contents of these documents are fully declared in accordance with the law.

7. Investment agreement a) Approve project proposals, feasibility reports, select investors, and use state investment capital to participate in project implementation according to their authority, conditions, procedures, and contents stipulated in Decree No. 15/2015/NĐ-CP, this Circular, and relevant laws;

Article 4. Principles for Implementing Procedures for Issuing, Amending, Revoking Investment Registration Certificates and Implementing Projects

1. When receiving project files and handling related procedures, the agency issuing the Investment Registration Certificate shall be responsible for:

a) Checking the validity of the project file in accordance with Clause 6, Article 3 of this Circular;

b) Provide written comments on issues related to the project within their management authority within the time limit stipulated in this Circular;

TRANSITION TO AN INVESTMENT FORM USING PUBLIC INVESTMENT FUNDS

d) Performing other tasks and exercising other powers as prescribed in Decree No. 15/2015/ND-CP, this Circular, and relevant laws;

2. State agencies with authority and investors:

a) Shall be responsible under the law for the legality, accuracy, and truthfulness of the project file and documents submitted to the agency issuing the Investment Registration Certificate and related agencies;

b) Shall explain and provide information and documents related to the project file upon request as prescribed in Decree No. 15/2015/ND-CP, this Circular, and relevant laws;

c) Shall perform other tasks and exercise other powers as prescribed in Decree No. 15/2015/ND-CP, this Circular, and relevant laws;

3. Ministries, sectors, People's Committees of provinces:

2. Projects specified in Clause 1 of this Article may be transitioned to implement under one of the project contract forms stipulated in Clauses 3, 4, 5, 6, 7, 8 of Article 3 of Decree No. 15/2015/NĐ-CP or similar contracts, including:

a) Transition to implement under the BOT, BTO, BOO, BTL, BLT contract forms or similar contract forms for projects capable of being constructed, managed, operated, and exploited by investors according to the plan specified in Article 6 of this Circular;

c) Shall perform other tasks and exercise other powers as prescribed in Decree No. 15/2015/ND-CP, this Circular, and relevant laws;

Chapter II

The investor repays the state's invested capital according to the agreed schedule; is responsible for arranging the remaining capital to continue constructing the works and has the right to manage, operate, and exploit to recover investment capital and profits within a certain period agreed with the competent state agency. The management, operation, and exploitation period for recovering investment capital and profits of the investor is determined based on the total investment capital for construction and initial working capital for operating and exploiting the works, including the part of capital the investor repays to the state and the remaining capital arranged by the investor to continue investing in construction, exploitation, and operation of the works.

Article 5. Conditions and Forms of Transition

1. Investment projects funded by state capital that meet the conditions stipulated in Clause 1, Article 15 of Decree No. 15/2015/ND-CP may be considered for transition to implement in the form of public-private partnership.

All or part of the state's invested capital as stipulated in Clauses 1 and 2 of this Article is included in the state's participation capital in the project according to the conditions stipulated in Article 11 of Decree No. 15/2015/NĐ-CP. The investor arranges the remaining capital to continue investing in construction and has the right to manage, operate, and exploit to recover investment capital and profits within a certain period agreed with the competent state agency. The management, operation, and exploitation period for recovering investment capital and profits of the investor is determined based on the remaining capital arranged by the investor to complete, exploit, and operate the works and the part of capital the investor repays to the state (if any).

The value of the state's invested capital as stipulated in Clauses 1 and 2 of this Article is determined based on the project settlement up to the point of transitioning the investment form according to the guidance of the Ministry of Finance. Unpaid amounts for contractors at the time of transitioning the investment form are determined in the investment transition plan to negotiate with the investor according to the following plans:

b) Transitioning to implement in the form of BT contract for projects that can arrange land funds for investors to implement other projects according to the scheme prescribed in Article 7 of this Circular;

c) Other forms and schemes of transition shall be considered in specific cases based on the proposal of ministries, sectors, provincial People's Committees, or investors.

Article 6. The implementation plan for the project under the BOT contract, BTO contract, BOO contract, BTL contract, BLT contract, or similar contracts

1. Withdraw all state capital invested in the project:

The investor shall repay to the State the portion of the State's invested capital according to the agreed schedule; be responsible for arranging the remaining capital to continue constructing the project and have the right to manage, operate, and exploit the project to recover the investment capital and profit within a certain period as agreed with the competent state agency. The time for managing, operating, and exploiting the project to recover the investment capital and profit of the investor shall be determined based on the entire construction investment capital and initial working capital for exploitation and operation of the project, including the portion of capital that the investor repays to the State and the remaining portion arranged by the investor to continue investing in construction, exploitation, and operation of the project.

2. Utilize all or part of the state capital already invested to participate in implementing the project:

The entire or partial State's invested capital shall be included in the portion of the State's participation in implementing the project according to the conditions stipulated in Article 11 of Decree No. 15/2015/NĐ-CP. The investor shall arrange the remaining capital to continue investing in constructing the project and have the right to manage, operate, and exploit the project to recover the investment capital and profit within a certain period as agreed with the competent state agency. The time for managing, operating, and exploiting the project to recover the investment capital and profit of the investor shall be determined based on the remaining capital arranged by the investor to complete, exploit, and operate the project and the portion of capital that the investor repays to the State (if any).

3. The value of the portion of the State's invested capital as prescribed in Clauses 1 and 2 of this Article shall be determined based on the final settlement of the project up to the point of changing the investment form according to the guidelines of the Ministry of Finance. The amounts owed for the unfinished quantities not yet paid to contractors at the point of changing the investment form shall be determined in the investment conversion plan to negotiate with the investor according to the following plans:

a) Ministries, sectors, provincial People's Committees shall independently balance their own capital sources to settle construction works within their responsibilities in accordance with the principle of allocating state budget investment capital to settle arrears in construction works as prescribed in Clause 2, Article 106 of the Law on Public Investment.

b) The investor shall repay the state capital already invested to pay the contractor.

Article 7. The implementation plan for the project under the BT contract

1. The value of the State's invested capital in construction projects that has been settled up to the time of changing the investment form shall be decided according to the guidance of the Ministry of Finance. The amounts of outstanding debts to contractors at the time of changing the investment form shall be determined in accordance with Clause 3, Article 6 of this Circular.

2. Based on the amount of State's invested capital determined in accordance with Clause 1 of this Article, the investor shall be responsible for arranging the remaining capital to continue constructing the project and be allocated land or leased land to implement other projects to recover investment capital and profit. The value of land funds paid to investors shall be determined based on the value of the capital arranged by the investor to complete the project.

3. The use of land funds to pay investors shall be carried out in accordance with Clause 5, Article 3 of Decree No. 15/2015/NĐ-CP and the Prime Minister's Decision on the mechanism for the State to pay land funds to investors when implementing investment projects under Build-Transfer (BT) contracts.

Article 8. Documents, procedures, and formalities for changing investment forms

1. Ministries, sectors, and provincial People's Committees shall organize the preparation of documents proposing to change investment forms, including the following contents:

a) The proposal document for changing the investment form shall include: the necessity of changing the investment form and the ability to meet the conditions stipulated in Clause 1, Article 5 of this Circular; the form and method of changing the investment form as prescribed in Clause 2, Article 5, Articles 6 and 7 of this Circular; the implementation mechanism of the project after changing the investment form (if applicable).

b) The documents attached to the proposal document for changing the investment form shall include: the project proposal according to the contents prescribed in Clause 2, Article 16 of Decree No. 15/2015/NĐ-CP; the report on the implementation status of the project up to the time of proposing to change the investment form in accordance with the laws on public investment.

2. Ministries, sectors, provincial People's Committees shall organize the review and approval of the plan to change the investment form and the project proposal in accordance with the authority prescribed in Clause 1, Article 17 of Decree No. 15/2015/NĐ-CP. For projects under the authority of the Prime Minister to decide on investment policies in accordance with Clause 3, Article 17 of the Law on Investment, ministries, sectors, provincial People's Committees shall report to the Prime Minister for consideration and decision on the policy to change the investment form before approving the plan to change the investment form.

3. After the plan to change the investment form and the project proposal have been approved in accordance with Clause 2 of this Article, ministries, sectors, provincial People's Committees shall organize the preparation, review, and approval of the feasibility study adjustment report of the project in accordance with Chapter IV of Decree No. 15/2015/NĐ-CP and select the investor to negotiate the project contract.

4. The selected investor and the competent state agency shall organize negotiations on the project contract, sign investment agreements, and carry out procedures for issuing the Certificate of Investment Registration and establishing a business to implement the project in accordance with Chapters V and VI of Decree No. 15/2015/NĐ-CP.

Chapter III

PROJECT CONTRACTS AND SIMILAR CONTRACTS

Article 9. Agencies authorized to conclude and implement project contracts

1. Ministries, sectors, provincial People's Committees shall implement the delegation to sign and perform project contracts in accordance with the conditions, principles, and procedures prescribed in Clauses 2, 3, and 4, Article 8 of Decree No. 15/2015/NĐ-CP.

2. Agencies authorized to conclude and implement project contracts as prescribed in Clause 2 of Article 8 of Decree No. 15/2015/NĐ-CP include:

a) Organizations under ministries and agencies at the ministerial level assisting ministers and heads of agencies at the ministerial level in performing state management functions in their respective fields;

b) Specialized agencies under provincial People's Committees;

c) District People's Committees.

3. The agency delegated to sign and perform project contracts shall be responsible to ministries, sectors, provincial People's Committees within the scope of its delegation as prescribed in Clauses 3 and 4, Article 8 of Decree No. 15/2015/NĐ-CP.

Article 10. Contents of project contracts

1. Project contracts shall include the contents prescribed in Clause 1, Article 32 of Decree No. 15/2015/NĐ-CP and Appendix I of this Circular.

2. Parties may agree on supporting documents accompanying project contracts (including appendices, documents, and other papers) to confirm or specify in detail the contents of project contracts.

3. The contents of related contracts concerning the implementation of the project (if any) shall be agreed upon by the parties in accordance with the provisions of the project contract.

Article 11. Signing of Project Contracts

The competent state agency and the investor shall sign the project contract in accordance with Article 31 of Decree No. 15/2015/NĐ-CP. Within seven working days from the date of signing the project contract, the investor shall submit the original project contract to the agency issuing the Certificate of Investment Registration for record keeping and to monitor investment activities in accordance with the law.

Article 12. Proposing Implementation of Similar Contracts

1. Ministries, sectors, and provincial People's Committees shall prepare proposals for implementing similar contracts and send them to the Ministry of Planning and Investment for review, and then submit them to the Prime Minister for consideration and decision.

2. Proposals for implementing similar contracts shall include the following contents:

a) The necessity and advantages of implementing similar contracts compared to the forms of project contracts specified in Clauses 3, 4, 5, 6, 7, 8, and 9 of Article 3 of Decree No. 15/2015/NĐ-CP;

b) The methods of construction, ownership, management, operation, exploitation, and transfer of project works; the methods of service provision, capital recovery, and profit realization by the investor;

c) International experience regarding the implementation of similar contracts to those proposed (if any).

3. Within twenty-five days from the date of receipt of the proposal document from ministries, sectors, provincial People's Committees, the Ministry of Planning and Investment shall examine and submit to the Prime Minister for consideration and decision on implementing similar contracts.

Article 13. Transfer of Rights and Obligations under Project Contracts

1. The investor (hereinafter referred to as the Transferor) has the right to transfer part or all rights and obligations under the project contract to the lender or another investor (hereinafter referred to as the Transferee) in accordance with Article 34 of Decree No. 15/2015/NĐ-CP.

2. The Receiving Party must meet the following requirements:

a) Having financial and management capabilities to implement the project contract and related contracts;

b) Commitment to continue performing the rights and obligations of the Transferring Party as stipulated in the project contract and related contracts;

c) Other requirements agreed upon in the project contract, loan contract, and related agreements between the competent state agency and the investor.

3. The investor shall carry out the procedure to register the amendment of the Certificate of Investment Registration in accordance with Article 18 of this Circular. In case transferring rights and obligations under the project contract changes the registered content of the enterprise, the project enterprise shall carry out the procedure to amend the registered content of the enterprise in accordance with the law on enterprises.

4. In cases where the transfer of rights and obligations under the project contract generates income, the Transferring Party must fulfill its financial obligations in accordance with the law on tax and the project contract.

Chapter IV

PROCEDURES FOR ISSUING, AMENDING, REVOKING THE CERTIFICATE OF INVESTMENT REGISTRATION AND ESTABLISHING PROJECT ENTERPRISES

Article 14. Project Documents and Agencies Receiving Project Documents

1. The application documents for the issuance of the Investment Registration Certificate (hereinafter referred to as the project documents) as stipulated in Clause 1 of Article 40 of Decree No. 15/2015/NĐ-CP are detailed as follows:

a) A request for issuance of the Investment Registration Certificate prepared according to Model No. 1 of Appendix II of this Circular;

b) Investment agreement as prescribed in Clause 2, Article 30 of Decree No. 15/2015/NĐ-CP, draft project contract as prescribed in Clause 1, Article 10 of this Circular, and drafts of related contracts for project implementation (if any);

c) Certified true copies of decisions approving the project and feasibility study reports;

d) Certified true copies of documents approving the policy on the use of state investment capital participating in the project as stipulated in Clause 2 of Article 17 of Decree No. 15/2015/NĐ-CP (if any);

đ) Joint venture contracts among investors and draft articles of association of the project enterprise (if any);

e) Certified true copies of documents approving the results of negotiations with investors for the project contract by the authorized person.

2. Agencies receiving project documents:

a) The Ministry of Planning and Investment shall receive project documents as stipulated in Clause 1 of Article 39 of Decree No. 15/2015/NĐ-CP;

b) Provincial Departments of Planning and Investment shall receive project documents as stipulated in Clause 2 of Article 39 of Decree No. 15/2015/NĐ-CP.

Article 15. Procedure for Issuing Investment Registration Certificate for Projects within the Authority of the Ministry of Planning and Investment

1. The investor shall submit five sets of project files, including one original set as prescribed in Clause 1, Article 14 of this Circular and four copies to the Ministry of Planning and Investment.

2. Within two working days from the date of receiving the project dossier, the Ministry of Planning and Investment shall check the validity of the dossier. If there is a need to modify or supplement the project dossier, the Ministry of Planning and Investment shall notify the investor in writing once about all the modifications and supplements required for each dossier. The notification must clearly state the requirements for modification and supplementation and the reasons for requesting such modifications and supplements. The time taken to modify and supplement the project dossier shall not be counted towards the deadline for issuing the Certificate of Investment Registration as prescribed in Clause 3, Article 40 of Decree No. 15/2015/NĐ-CP.

3. Depending on the objectives, nature, scale, and location of the project, within three working days from the date of receiving a valid project dossier, the Ministry of Planning and Investment shall send a document to seek opinions from relevant ministries, sectors, and provincial People's Committees where the project is expected to be implemented, regarding matters within the management scope of these agencies as prescribed in Articles 65, 66, 67, 68, 69, and 70 of Decree No. 15/2015/NĐ-CP.

4. Within seven working days from the date of receipt of the request from the Ministry of Planning and Investment, the agencies specified in Clause 3 of this Article shall provide opinions on issues within their scope of management.

5. Within twenty-five days from the date of receipt of the valid project file, the Ministry of Planning and Investment shall review and issue the Investment Registration Certificate to the investor.

6. The content of the review includes:

a) The conformity of the registered content of the project implementation with the decision approving the feasibility study report, the approval document for the selection results of investors, and the project file;

b) The application of investment incentives, guarantees, support, and related agreements.

7. At the request of the Ministry of Planning and Investment, the investor shall be responsible for providing additional explanations to clarify the contents stipulated in Clause 6 of this Article. The time taken for such additional explanations shall not be counted towards the deadline for issuing the Investment Registration Certificate as prescribed in Clause 3 of Article 40 of Decree No. 15/2015/NĐ-CP.

Article 16. Procedure for Issuing Investment Registration Certificate for Projects within the Authority of Provincial People's Committees

1. The investor shall submit five sets of project files, including one original set as prescribed in Clause 1, Article 14 of this Circular and four copies to the Department of Planning and Investment.

2. Within two working days from the date of receipt of the project file, the Department of Planning and Investment shall check the validity of the file and implement the procedures prescribed in Clause 2, Article 15 of this Circular.

3. Depending on the Objectives, nature, scale, and location of the project, within three working days from the date of receiving valid project files, the Department of Planning and Investment shall send a letter seeking opinions from relevant state management agencies at the local level regarding matters within their jurisdiction. In cases where the project contract includes agreements on guarantee or investment support methods not specified in Decree No. 15/2015/NĐ-CP or if the conditions for implementing the project exceed the authority of the provincial People's Committee, the Department of Planning and Investment shall send letters seeking opinions from ministries and sectors regarding matters within their jurisdiction as stipulated in Articles 64, 65, 66, 67, 68, and 69 of Decree No. 15/2015/NĐ-CP.

4. Within seven working days from the date of receipt of the request from the Department of Planning and Investment, the agencies specified in Clause 3 of this Article shall provide opinions on issues within their scope of management.

5. Within twenty days from the date of receiving valid project files, the Department of Planning and Investment shall prepare a report for review containing the contents stipulated in Clause 6 of Article 15 of this Circular, to be submitted to the provincial People's Committee.

6. Within twenty-five days from the date the agency receiving the project file receives the valid project file, the provincial People's Committee shall issue the Investment Registration Certificate to the investor.

7. At the request of the Department of Planning and Investment, the investor shall be responsible for providing additional explanations to clarify the contents stipulated in Clause 6 of Article 15 of this Circular. The time taken for such additional explanations shall not be counted towards the deadline for issuing the Investment Registration Certificate as prescribed in Clause 3 of Article 40 of Decree No. 15/2015/NĐ-CP.

Article 17. Procedures for Issuing Investment Registration Certificates for Other Projects

1. Documents for other projects shall be prepared in accordance with laws on investment and related laws.

2. Procedures for issuing Investment Registration Certificates for other projects:

a) Foreign investors' or economic organizations' projects as stipulated in Clause 1 of Article 23 of the Investment Law shall follow the procedures for issuing the Investment Registration Certificate as prescribed in Article 37 of the Investment Law and the corresponding provisions in Decree No. 118/2015/NĐ-CP dated November 12, 2015, guiding the implementation of certain articles of the Investment Law.

b) Domestic investors' or economic organizations' projects as stipulated in Clause 2 of Article 23 of the Investment Law shall not need to follow the procedures for issuing the Investment Registration Certificate. In cases where there is a need for the Investment Registration Certificate, the investor shall follow the procedures prescribed in Point a of this Clause.

3. Other projects may be implemented simultaneously or after the completion of construction works as stipulated in Clause 3, Article 43 of Government Decree No. 15/2015/NĐ-CP.

Article 18. Amendment of Investment Registration Certificates

1. Where amendments to the project or modifications to the project contract do not change the contents of the Investment Registration Certificate, the investor shall submit a notification of the amendment contents to the Issuing Authority along with related documents and texts concerning the project amendment or contract modification for file retention and investment supervision activities.

2. Where there is a change in the project name, address, legal representative of the investor, or other information related to the investor, the investor shall submit a request for amendment of the Investment Registration Certificate according to Form No. 3 in Appendix II of this Circular to the Issuing Authority. The Issuing Authority shall consider amending the Investment Registration Certificate within five working days from the date of receiving valid application files as prescribed in this Clause.

3. Amendments to the feasibility study report or modifications to the project contract that change the contents of the Investment Registration Certificate, which are not covered under Clause 2 of this Article, shall be carried out as follows:

a) The investor shall submit five sets of application files, including one original set and four copies, to the Issuing Authority. The application files shall include: a request for amendment of the Investment Registration Certificate according to Form No. 3 in Appendix II of this Circular; a report on the implementation status of the project up to the date of requesting the amendment of the Investment Registration Certificate as prescribed by investment laws; a certified copy of the Investment Registration Certificate and the project contract; an agreement on modifying or supplementing the project contract (in case of contract modification or supplementation); a certified copy of the decision on amending the feasibility study report and the amended feasibility study report (in case of contract modification due to amendment of the feasibility study report); an agreement on transferring rights and obligations under the project contract (in case of transfer of rights and obligations under the project contract); an agreement on the acceptance of the project by the lender and a certified copy of the establishment certificate of the lender or equivalent documents (in case of the lender accepting the project).

b) The Issuing Authority shall carry out the corresponding procedures to seek opinions from relevant agencies on the amendment contents according to the procedures stipulated in Articles 15 and 16 of this Circular to consider amending the Investment Registration Certificate within twenty-five days from the date of receiving valid project files as prescribed in Point a of this Clause.

Article 19. Termination of Project Contract and Recovery of Investment Registration Certificate

1. The project contract shall terminate its effect in accordance with Clause 2, Article 36 of Decree No. 15/2015/NĐ-CP.

2. Procedures and formalities for recovering the Investment Registration Certificate:

a) The investor and the competent state agency shall carry out the procedures to terminate the project contract and handle related procedures in accordance with the agreement stipulated in the project contract;

b) Within fifteen days from the completion of the procedures to terminate the project contract and related procedures as prescribed in Point a of this Clause, the investor and the competent state agency shall submit a letter to the Issuing Authority requesting the revocation of the Investment Registration Certificate. The letter requesting the revocation of the Investment Registration Certificate shall include details about the project implementation status, grounds for terminating the project contract, and shall be accompanied by documents regarding the completion of the procedures to terminate the project contract.

c) Within thirty days from the date of receiving the request for revocation of the Investment Registration Certificate as prescribed in Point b of this Clause, the Issuing Authority shall decide to revoke the Investment Registration Certificate.

3. For projects operating under the Investment Certificate (which is also the Business Registration Certificate) or Investment License, the Investment Registration Agency shall decide to terminate the validity of the investment registration content in the Investment Certificate (which is also the Business Registration Certificate) or Investment License.

4. The dissolution of the project enterprise shall be carried out in accordance with the laws on enterprises and the project contract.

Article 20. Establishment, Management Organization, and Operation of the Project Enterprise

1. After obtaining the Investment Registration Certificate, the investor shall proceed with the enterprise registration procedures to establish the project enterprise in accordance with Clause 1 of Article 42 of Decree No. 15/2015/NĐ-CP. The management, operation, and dissolution of the project enterprise shall be carried out in accordance with the laws on enterprises, investment laws, and the project contract.

2. For projects implemented under the Build-Transfer (BT) contract, group C projects of domestic investors, the investor decides to establish a project enterprise in accordance with Clause 1 of this Article or directly implement the project, but must organize the management and independent accounting of the project's investment capital and activities.

3. Conditions and procedures for restructuring the project enterprise shall be carried out in accordance with the laws on enterprises, the project contract, and guidelines issued by the Ministry of Planning and Investment based on the proposals of the competent state agency and the investor.

4. The owner's equity of the investor shall be contributed according to the agreed progress in the project contract. At the time of registering to establish the project enterprise, the investor shall decide on the value of assets belonging to their owner's equity to contribute to the charter capital in compliance with the laws on enterprises. In cases where the charter capital of the project enterprise is lower than the required owner's equity as stipulated in Clause 2 of Article 10 of Decree No. 15/2015/NĐ-CP, the investor must commit to increasing the charter capital during the implementation of the project to ensure sufficient owner's equity as agreed in the project contract.

Chapter V

IMPLEMENTING PROVISIONS

Article 21. Effective Date

1. This Circular takes effect from September 20, 2016.

2. Circular No. 03/2011/TT-BKHĐT dated January 27, 2011, guiding the implementation of certain provisions of Decree No. 108/2009/NĐ-CP dated November 27, 2009, on investment under Build-Transfer (BOT), Build-Operate-Transfer (BTO), and Build-Transfer (BT) contracts, ceases to be effective from the date this Circular takes effect.

Article 22. Responsibility for enforcement

1. The Minister, Heads of ministerial-level agencies, agencies attached to the Government, Chairpersons of provincial People's Committees, municipal People's Committees directly under the central government, investors, and related agencies and organizations are responsible for implementing this Circular.

2. During the implementation of this Circular, if there are any difficulties, relevant agencies, organizations, and individuals shall promptly reflect them to the Ministry of Planning and Investment for further guidance./.