Circular No. 12/2016/TT-BKHĐT of the Ministry of Planning and Investment: guiding the implementation of certain provisions of Decree No. 16/2016/NĐ-CP dated March 16, 2016 of the Government on the management and use of official development assistance (ODA) capital and preferential loans from foreign sponsors.

CIRCULAR

Guidelines for Implementing Certain Provisions of Decree No. 15/2015/NĐ-CP

dated February 14, 2015 of the Government on Investment under Public-Private Partnership Form

in the form of public-private partnership

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

Pursuant to the Law on Public Investment dated 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 provisions of the Law on Bidding regarding the selection of investors;

Pursuant to Decree No. 116/2008/ND-CP dated November 14, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

At the proposal of the Director of the Legal Department, the Minister of Planning and Investment promulgates this Circular guiding the implementation of certain provisions of Decree No. 15/2015/NĐ-CP of the Government dated February 14, 2015 on investment under public-private partnership form.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

Article 1. This Circular guides the implementation of certain provisions of Decree No. 15/2015/NĐ-CP dated February 14, 2015 of the Government on investment under public-private partnership form (hereinafter referred to as Decree No. 15/2015/NĐ-CP), including:

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.

Article 2. The management mechanism and use of preparatory investment support funds; procedures for preparing and approving project proposals, feasibility study reports; using preparatory investment costs and implementing projects by ministries, sectors, provincial people's committees; financial plans of projects; final accounts of project works shall be implemented according to separate guidelines of the Ministry of Planning and Investment and the Ministry of Finance.

Article 2. Applicability

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

Article 3. Explanation of Terms

1. The agency issuing the Investment Registration Certificate is the agency authorized to issue, amend, and revoke Investment Registration Certificates as provided for in Article 39 of Decree No. 15/2015/NĐ-CP, including the Ministry of Planning and Investment and the People's Committee of provinces and centrally-administered cities (hereinafter referred to as provincial-level People's Committees).

2. Competent State Agency is a ministry, sector, provincial-level People's Committee, or an agency authorized by a ministry, sector, or provincial-level People's Committee to conclude and implement project contracts as provided for in Article 8 of Decree No. 15/2015/NĐ-CP and Article 9 of this Circular.

3. Project works 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 are contracts signed between competent state agencies and investors with objectives and characteristics similar to one or more project contracts prescribed in Clauses 3, 4, 5, 6, 7, 8, and 9 of Article 3 of Decree No. 15/2015/NĐ-CP.

6. Legitimate project dossier 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 is an agreement between competent state agencies and investors after concluding negotiations on project contracts to confirm that both parties have agreed on the draft project contract submitted to the agency issuing the Investment Registration Certificate and their respective rights and obligations as stipulated in Clause 2 of Article 30 of Decree No. 15/2015/NĐ-CP.

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) Organizing reviews, issuing, amending, revoking Investment Registration Certificates and related administrative procedures within its authority and in accordance with the procedures stipulated in Articles 39, 40, 41 of Decree No. 15/2015/ND-CP and corresponding provisions in Chapter IV of this Circular;

c) Notifying the investor in writing and specifying the reasons when requesting modifications or supplements to the project file or refusing to issue, amend the Investment Registration Certificate and related procedures in accordance with Decree No. 15/2015/ND-CP and this Circular;

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:

a) Shall decide on approving project proposals, feasibility study reports, selecting investors, using state investment capital to participate in implementing projects within their authority, conditions, procedures, and contents prescribed in Decree No. 15/2015/ND-CP, this Circular, and relevant laws;

b) Shall provide comments in writing on issues related to projects under their management within the time limit specified in 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

TRANSITION OF FORMS OF INVESTMENT PROJECTS FUNDED BY STATE CAPITAL

WITH PUBLIC INVESTMENT FUNDS

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.

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

a) Transitioning to implement in the form of BOT, BTO, BOO, BTL, BLT contracts or similar contract forms for projects that can be entrusted to investors for construction, management, operation, and exploitation according to the scheme prescribed in Article 6 of this Circular;

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 state capital invested 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 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 investment capital and profit of the investor shall be determined based on the total investment capital for construction 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:

All or part of the state capital already invested shall be included in the state's capital participating 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 construction of the project and have the right to manage, operate, and exploit the project to recover 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 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 the investor repays to the State (if any).

3. The value of the state capital already invested 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 guidance of the Ministry of Finance. The amounts owed for unfinished construction volume at the time of changing the investment form shall be determined in the investment conversion plan to negotiate with the investor according to the following options:

a) Ministries, sectors, People's Committees of provinces shall balance their own sources of capital to pay for the basic construction volume within their responsibility in accordance with the principle of allocating public investment capital to settle arrears in basic construction as stipulated in Clause 2 of Article 106 of the Public Investment Law;

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 capital already invested in constructing the project shall be settled up to the point of changing the investment form according to the guidance of the Ministry of Finance. The amounts owed for unfinished construction volume at the time of changing the investment form shall be determined according to the provisions of Clause 3 of Article 6 of this Circular.

2. Based on the state capital already invested as determined according to the provisions of Clause 1 of this Article, the investor shall be responsible for arranging the remaining capital to continue constructing the project and be granted land or leased land to implement another project to recover investment capital and profit. The value of the land fund paid to the investor shall be determined based on the value of the capital arranged by the investor to complete the project.

3. The use of the land fund to pay the investor shall be carried out according to the provisions of Clause 5 of Article 3 of Decree No. 15/2015/NĐ-CP and the Decision of the Prime Minister on the mechanism for the State to pay the investor with the land fund when implementing projects under the BT contract.

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 investment forms shall include: the necessity of changing investment forms and the ability to meet the conditions prescribed in Clause 1, Article 5 of this Circular; the form and plan for changing investment forms according to the provisions of Clause 2, Article 5, Articles 6 and 7 of this Circular; the mechanism for implementing the project after changing investment forms (if applicable);

b) Supporting documents accompanying the proposal document for changing investment forms 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 investment forms as prescribed by laws on public investment.

2. Ministries, sectors, and provincial People's Committees shall organize the examination and approval of plans for changing investment forms and project proposals according to the authority prescribed in Clause 1, Article 17 of Decree No. 15/2015/NĐ-CP. For projects under the Prime Minister's decision-making authority on investment policies as prescribed in Clause 3, Article 17 of the Public Investment Law, ministries, sectors, and provincial People's Committees shall report to the Prime Minister for consideration and decision on the policy of changing investment forms before approving the plan for changing investment forms.

3. After the plan for changing investment forms and project proposals have been approved as prescribed in Clause 2 of this Article, ministries, sectors, and provincial People's Committees shall organize the preparation, examination, and approval of the feasibility study adjustment report of the project according to the provisions of Chapter IV of Decree No. 15/2015/NĐ-CP and select investors to negotiate project contracts.

4. Selected investors and state agencies with the authority shall organize negotiations on project contracts, sign investment agreements, and complete the procedures for issuing investment registration certificates, establishing enterprises to implement the project according to the provisions of 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, and provincial People's Committees shall carry out the authorization to conclude and implement project contracts according to the conditions, principles, and procedures prescribed in Clauses 2, 3, and 4 of 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. Agencies authorized to conclude and implement project contracts shall be responsible to ministries, sectors, and provincial People's Committees within the scope of their authorization as prescribed in Clauses 3 and 4 of 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 the provisions of 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 Investment Registration Certificate for record keeping and to carry out investment supervision 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, and provincial People's Committees, the Ministry of Planning and Investment shall review and submit to the Prime Minister for consideration and decision on the implementation of similar contracts.

Article 13. Transfer of Rights and Obligations under Project Contracts

1. The investor (hereinafter referred to as the Transferring Party) has the right to transfer part or all of the rights and obligations under the project contract to the lender or another investor (hereinafter referred to as the Receiving Party) 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 complete the registration procedures for amending the Investment Registration Certificate in accordance with Article 18 of this Circular. In cases where the transfer of rights and obligations under the project contract results in changes to the business registration content, the project enterprise shall complete the procedures for changing the business registration content 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, AND REVOKING THE INVESTMENT REGISTRATION CERTIFICATE AND ESTABLISHING PROJECT ENTERPRISES

REGISTRATION OF PROJECT INVESTMENT AND ESTABLISHMENT OF THE ENTERPRISE PROJECT

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) The investment agreement as stipulated in Clause 2 of Article 30 of Decree No. 15/2015/NĐ-CP, the draft project contract as stipulated in Clause 1 of Article 10 of this Circular, and drafts of related contracts for the implementation of the project (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 receipt of the project file, the Ministry of Planning and Investment shall check the validity of the file. In case there is a request for modification or supplementation of the project file, the Ministry of Planning and Investment shall notify the investor once in writing about all contents that need to be modified or supplemented for each set of files. The notification must clearly state the requirements for modification or supplementation and the reasons for such requests. The time taken to modify or supplement the project file shall not be counted towards the deadline for issuing the Investment Registration Certificate as stipulated 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 receipt of the valid project file, the Ministry of Planning and Investment shall send a document seeking opinions from relevant ministries, sectors, and provincial People's Committees regarding matters under their management 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. Upon request of the Ministry of Planning and Investment, the investor shall have the responsibility to provide additional explanations to clarify the contents prescribed in Clause 6 of this Article. The time taken for additional explanations shall not be counted towards the deadline for issuing the Investment Registration Certificate as stipulated in Clause 3, 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 receipt of the valid project file, the Department of Planning and Investment shall send a document seeking opinions from local state management agencies regarding matters under their management. In cases where the project contract contains agreements on applying forms of investment guarantee or support not provided for in Decree No. 15/2015/NĐ-CP or the conditions for implementing the project exceed the authority of the provincial People's Committee, the Department of Planning and Investment shall send a document seeking opinions from relevant ministries and sectors regarding matters in the project contract under their management as prescribed 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 receipt of the valid project file, the Department of Planning and Investment shall prepare a review report containing the contents prescribed in Clause 6, Article 15 of this Circular and submit it 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. Upon request of the Department of Planning and Investment, the investor shall have the responsibility to provide additional explanations to clarify the contents prescribed in Clause 6, Article 15 of this Circular. The time taken for additional explanations shall not be counted towards the deadline for issuing the Investment Registration Certificate as stipulated in Clause 3, 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) For other projects of foreign investors or economic organizations as stipulated in Clause 1, Article 23 of the Investment Law, the procedures for issuing Investment Registration Certificates shall be carried out in accordance with Article 37 of the Investment Law and the corresponding provisions of Government Decree No. 118/2015/NĐ-CP dated November 12, 2015 detailing and guiding the implementation of certain articles of the Investment Law.

b) For other projects of domestic investors or economic organizations as stipulated in Clause 2, Article 23 of the Investment Law, there is no need to implement procedures for issuing Investment Registration Certificates. In cases where there is a need for an Investment Registration Certificate, the investor shall carry out the procedures specified 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, supplements to the project contract do not change the contents of the Investment Registration Certificate, the investor shall notify the relevant contents of the amendment to the authority issuing the Investment Registration Certificate along with relevant documents and texts concerning the amendment to the project or modifications, supplements to the project contract for file retention and investment supervision activities.

2. Where there is a change in the project name, address, legal representative of the investor, information about the investor from state agencies with competent authority, or other related information, the investor shall submit a request for amending the Investment Registration Certificate according to Form No. 3 of Appendix II of this Circular to the authority issuing the Investment Registration Certificate. The authority issuing the Investment Registration Certificate shall examine and amend the Investment Registration Certificate within five working days from the date of receipt of a valid application as stipulated in this Clause.

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

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

b) The authority issuing the Investment Registration Certificate shall carry out corresponding procedures to seek opinions from relevant agencies regarding the amendment content according to the procedures stipulated in Articles 15 and 16 of this Circular to examine and amend the Investment Registration Certificate within twenty-five days from the date of receipt of a valid project application as stipulated 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 date of completing 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 document to the agency issuing the Investment Registration Certificate requesting the recovery of the Investment Registration Certificate. The request for recovery of the Investment Registration Certificate shall include information on the implementation of the project, grounds for terminating the project contract, and attach documents regarding the completion of the procedures to terminate the project contract;

c) Within thirty days from the date of receiving the request for recovery of the Investment Registration Certificate as prescribed in Point b of this Clause, the agency issuing the Investment Registration Certificate shall decide to recover 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 effectiveness 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 being issued the Investment Registration Certificate, the investor shall carry out the procedures to register the enterprise to establish the project enterprise in accordance with Clause 1, Article 42 of Decree No. 15/2015/NĐ-CP. The management organization, operation, and dissolution of the project enterprise shall be carried out in accordance with the laws on enterprises, laws on investment, 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 the project enterprise in accordance with Clause 1 of this Article or directly implement the project, but must organize management and independent accounting for the project's capital investment 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 of the Ministry of Planning and Investment based on proposals from the competent state agency and the investor.

4. The investor's equity capital 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 equity capital 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 equity capital level specified in Clause 2, 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 equity capital contribution in accordance with the agreement 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 of the Ministry of Planning and Investment guiding the implementation of certain provisions of Decree No. 108/2009/NĐ-CP dated November 27, 2009 on investment under Build-Operate-Transfer (BOT), Build-Transfer-Operate (BTO), and Build-Transfer (BT) contracts shall cease to be effective from the date this Circular takes effect.

Article 22. Responsibility for enforcement

1. The Minister, Heads of Ministries equivalent to Ministries, agencies under the Government, Chairmen of Provincial People's Committees, municipal people's committees directly under the central government, investors, relevant agencies, and organizations shall be 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./.