✦ Smart summary
Articles 26 to 31 of this Decree regulate accounting, taxation, and financial obligations in Vietnam for investors in overseas oil and gas projects. It also addresses policy stability for workers participating in the project, service hiring, procurement, liquidation of foreign investment projects, and termination of foreign investment projects.
Scope of application
Investors in overseas oil and gas projects.
Key points
- Apply an accounting system in accordance with the provisions of the oil and gas contract and Vietnamese law.
- Fulfill income tax, value-added tax, export, and import duties as prescribed in Vietnam.
- Ensure wage, bonus, and allowance systems for workers dispatched to work abroad.
- Conduct activities to select contractors providing services, procure materials and equipment, and means serving the oil and gas project.
- Liquidate the foreign investment project according to the provisions of the contract and the laws of the receiving country.
- Invalidate the foreign investment registration certificate when the operating period expires or other cases specified in the Investment Law.
🌐 Social impact of this document
- Assist in stabilizing policies for workers participating in overseas oil and gas projects.
- Support investors in managing and fulfilling financial obligations in Vietnam.
- Ensure compliance with accounting, tax regulations, and laws related to foreign investment activities.
❓ Frequently asked questions
Can investors apply a separate accounting system for oil and gas projects?
Yes, investors can apply an accounting system in accordance with the provisions of the oil and gas contract and Vietnamese law.
How are workers dispatched to work abroad ensured wage, bonus, and allowance systems?
Workers are ensured wage, bonus, and allowance systems in accordance with the labor contract and agreements with the investor.
What procedures must investors follow when terminating a foreign investment project?
Investors must submit a request to invalidate the foreign investment registration certificate according to the prescribed form.
Full text
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THE GOVERNMENT
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Number: 124/2017/NĐ-CP
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness ---------------
Hanoi, November 15, 2017
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DECREE
REGULATIONS ON FOREIGN INVESTMENT IN THE OIL AND GAS SECTOR
Pursuant to the Law on Government Organization dated June 19, 2015;
Pursuant to the Investment Law dated November 26, 2014;
Pursuant to the Law on Management and Use of State Capital in Production and Business Activities at Enterprises dated November 26, 2014;No.The Government issues this Decree prescribing foreign investment in the oil and gas sector.
Pursuant to the Law on Public Investment dated June 18, 2014;
At the proposal of the Minister of Industry and Trade;
1. This Decree regulates foreign investment in the oil and gas sector by investors."b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation.".
Chapter I. GENERAL PROVISIONS
Article 1. Scope of Regulation
2. Foreign investment projects in the oil and gas sector under the form prescribed in point d, Clause 1, Article 52 of the Investment Law are not within the scope of regulation of this Decree.
3. Investors conducting foreign investment in the oil and gas sector must comply with the provisions of the Investment Law, this Decree, and other relevant laws. In case the provisions of this Decree differ from those of other Decrees concerning the same issue, the provisions of this Decree shall apply.
This Decree applies to state management agencies, investors, and organizations related to foreign investment activities in the oil and gas sector.
Article 2. Applicability
1. Oil and gas activities include exploration, development, and exploitation of oil and gas, as well as direct supporting activities such as project formation, marketing of oil and gas extracted from the investor's project.
Article 3. Explanation of Terms
2. Self-generated and self-consumed electricity is electricity produced and consumed by an organization or individual to serve their own needs.
2. An oil and gas contract is a document signed between the representative of the owner of oil and gas resources and the investor or other partners, subsequently joined by the investor through the transfer of rights or other forms stipulated by the law of the receiving country (hereinafter referred to as the receiving country).
3. Operator means a legal entity established by the investor in accordance with the law or jointly established or hired and designated abroad by the investor participating in the oil and gas project to manage the oil and gas activities at the overseas project according to the agreement among the parties and the law of the receiving country.
4. Operating company refers to an organization established by the investor in accordance with Article 17 of this Decree and related laws to prepare for investment, implement project formation activities, or manage and implement oil and gas projects abroad in compliance with the law of the receiving country or international oil industry practices.
5. Foreign investment capital includes all money and assets transferred abroad by the investor to participate in or contribute to a project, and retained profits reinvested in the project. Recovered capital (costs) received and transferred back to the home country by the investor shall be deducted from the total capital transferred abroad when determining the foreign investment capital of the investor at each time point.
6. Investor profit refers to post-tax oil and gas profit from an oil and gas contract or dividends received by the investor from a joint venture or joint stock company contract, or post-tax service fee income of the investor from a service contract, after deducting non-recoverable costs allocated during the period and other profits as stipulated in the oil and gas contract (if any).
7. Direct state-owned enterprise representative is an individual appointed by the competent state agency to the Board of Members or Chairman of the company to exercise the rights and responsibilities of the state-owned enterprise representative.
8. National portal on foreign investment is an electronic portal used to process registration certificates and amendments to foreign investment registration certificates; publish and update legal documents, policies, procedures, conditions for foreign investors and economic organizations with foreign investment operating in Vietnam, and individuals and organizations investing abroad. The national portal on foreign investment has the domain name dautunuocngoai.gov.vn or fdi.gov.vn.
9. National database on foreign investment includes aggregated data on foreign investment projects nationwide stored and managed in the national information system on foreign investment in Vietnam and Vietnam's foreign investment. Information stored in the national database on foreign investment is original project information.
10. National information system on foreign investment in Vietnam and Vietnam's foreign investment is a specialized information system on foreign investment and foreign investment operated by the Ministry of Planning and Investment in collaboration with relevant agencies to send, receive, store, display, or perform other operations on data to serve state management of foreign investment.
11. A valid dossier is a dossier that contains all required components and quantities, fully declared in accordance with the Investment Law, this Decree, and the model issued by the Ministry of Planning and Investment.
11. A valid dossier is a dossier that contains all required components in the stipulated quantity, fully declared in accordance with the Investment Law, this Decree, and the model forms issued by the Ministry of Planning and Investment.
Article 4. Overseas Investment Capital
Overseas investment capital is manifested in the following forms:
1. Foreign currency on accounts at permitted credit institutions or purchased from permitted credit institutions or foreign exchange from other lawful sources in accordance with the law.
2. Vietnamese dong in compliance with Vietnamese laws on foreign exchange management.
3. Machinery, equipment, materials, raw materials, fuel, finished goods, semi-finished goods.
4. The value of industrial property rights, technical secrets, technological processes, technical services, intellectual property rights, trademarks.
5. Other lawful assets.
Article 5. Transfer of Foreign Currency, Goods, Machinery, and Equipment Abroad for Market Research, Opportunity Seeking, and Preparationrime Minister c1. Investors may transfer foreign currency from their foreign currency account (main), goods, machinery, and equipment abroad for market research, opportunity seeking, and preparation before obtaining a certificate of registration for overseas investment, including:ầLaw
d) Collecting and purchasing documents and information related to oil and gas project selection;
a) Market research and investment opportunities;
b) On-site surveys;
c) Document studies;
đ) Summarizing, evaluating, and appraising, including selecting and hiring consulting experts to evaluate and appraise projects;
e) Organizing and participating in scientific seminars and conferences;
g) Establishing and operating organizations as stipulated in Article 17 of this Decree, activities of representative offices, liaison offices, branches, management offices, or other forms of presence according to the laws of the receiving country related to project preparation and formation;
h) Understanding and collecting information to participate in company mergers and acquisitions, deposits, guarantees, or other financial guarantees, paying fees and charges as required by the selling party or according to the laws of the receiving country;
i) Negotiating oil and gas contracts;
k) Purchasing or leasing assets to support the formation of oil and gas projects abroad;
l) Paying fees due within a period not exceeding 60 days from the date the oil and gas contract becomes effective;
m) Other necessary activities.
2. Limitation on the transfer of foreign currency as provided in Clause 1 of this Article
a) The limit on the transfer of foreign currency is less than or equal to 500,000 (five hundred thousand) US dollars and is included in the total overseas investment capital;
b) In cases where the investor is a state-owned enterprise holding 100% of the charter capital or a subsidiary of a state-owned enterprise holding 100% of the charter capital, transactions under this clause with a value greater than 500,000 (five hundred thousand) US dollars must be approved by the State Bank of Vietnam after obtaining the opinion of the ownership representative agency;
c) For transactions with a value less than or equal to 500,000 (five hundred thousand) US dollars carried out by investors who are state-owned enterprises holding 100% of the charter capital or subsidiaries of state-owned enterprises holding 100% of the charter capital, the direct ownership representative at the enterprise must commit in writing to the ownership representative agency regarding the transfer of foreign currency abroad for the purposes specified in Clause 1 of this Article and bear responsibility under the law for their commitment;
d) In cases where the investor does not fall under points b and c of this clause, transactions under this clause with a value greater than 500,000 (five hundred thousand) US dollars must be approved by the State Bank of Vietnam.
3. The transfer of goods, machinery, and equipment abroad as provided in Clause 1 of this Article shall be implemented in accordance with the laws on export, customs, and technology.
4. Investors may carry out transactions before obtaining a certificate of registration for overseas investment to participate in international bidding or other forms of guarantee before officially negotiating with partners such as deposits, guarantees, or other financial guarantees as required by the tenderer, the receiving country, with transaction values less than or equal to 2 (two) million US dollars.
a) In cases where the investor is a state-owned enterprise holding 100% of the charter capital or a subsidiary of a state-owned enterprise holding 100% of the charter capital, transactions under this clause with a value greater than 2 (two) million US dollars must be approved by the State Bank of Vietnam after obtaining the opinion of the ownership representative agency;
b) For transactions with a value less than or equal to 2 (two) million US dollars carried out by investors who are state-owned enterprises holding 100% of the charter capital or subsidiaries of state-owned enterprises holding 100% of the charter capital, the direct ownership representative at the enterprise must commit in writing to the ownership representative agency regarding the transfer of foreign currency abroad for the purposes specified in this clause and bear responsibility under the law for their commitment;
c) In cases where the investor does not fall under points a and b of this clause, transactions under this clause with a value greater than 2 (two) million US dollars must be approved by the State Bank of Vietnam;
d) The procedures for the State Bank of Vietnam's approval of the investor's request as stipulated in Clauses 2 and 4 of this Article shall be implemented in accordance with Article 7 of this Decree.
d) The process and procedures for the State Bank of Vietnam's approval of the investor's request as provided for in Clauses 2 and 4 of this Article shall be carried out in accordance with Article 7 of this Decree.
Article 6. Principles for transferring foreign currency abroad before issuing investment registration certificates for overseas investment
1. The amount of foreign currency transferred abroad before issuing investment registration certificates for overseas investment shall be included in the total capital for overseas investment and must be conducted through one foreign currency account at one Vietnamese credit institution prior to issuance of the investment registration certificate for overseas investment.
2. When registering foreign exchange transactions related to overseas investment activities, investors must register with the State Bank of Vietnam regarding the amount of foreign currency transferred abroad before obtaining the investment registration certificate for overseas investment to be considered and recorded in the total capital for overseas investment.
3. When conducting foreign currency transfers abroad before issuing investment registration certificates for overseas investment to investors, credit institutions have the responsibility to require investors to provide appropriate documentation, records, and supporting documents for review, inspection, retention, and ensuring that foreign currency transfers abroad before issuing investment registration certificates for overseas investment comply with the preparatory costs for investors' investment activities as stipulated by the Investment Law and this Decree; report to the State Bank of Vietnam on foreign currency transfer transactions of investors through foreign currency transfer accounts opened at credit institutions before issuing investment registration certificates for overseas investment.
4. After the project has been issued an investment registration certificate for overseas investment, the aforementioned foreign currency account will be used as an investment capital account and must be registered with the State Bank of Vietnam in accordance with the law. All income and expenditure transactions related to foreign currency transfers abroad before issuing investment registration certificates for overseas investment must be conducted through this account.
5. The State Bank of Vietnam shall provide detailed guidance on this Article.
Article 7. Procedures, formalities, and documents for requesting approval to transfer foreign currency abroad as specified in Clause 2 and Clause 4 of Article 5 of this Decree
1. The dossier shall include:
a) A request document for transferring foreign currency abroad, including the investor's explanation of the need to transfer foreign currency abroad before obtaining an investment registration certificate for overseas investment;
b) Opinion of the agency representing the owner (applicable to Point b of Clause 2 and Point a of Clause 4 of Article 5 of this Decree);
c) A copy certified from the original book or a certified copy or a copy accompanied by the original for verification of the business registration certificate of the investor or other documents and papers of equivalent value.
2. Procedure for implementing the approval process for transferring foreign currency abroad before issuing investment registration certificates for overseas investment
a) Investors submit directly or via postal service to the State Bank of Vietnam one set of documents as prescribed in Clause 1 of this Article;
b) In cases where the documents are incomplete, within three working days from the date of receipt of the documents, the State Bank of Vietnam shall issue a document requesting the investor to supplement the documents;
c) Within ten working days from the date of receiving complete and valid documents, the State Bank of Vietnam shall examine, approve, or reject the transfer of foreign currency abroad. In case of rejection of the transfer of foreign currency abroad, the State Bank of Vietnam shall issue a notification document stating the reasons.
Article 8. Languages used in foreign investment files
1. Project investment files, documents, and reports submitted to Vietnamese state agencies shall be in Vietnamese.
2. In cases where project investment files contain documents in a foreign language, the investor shall submit a certified copy of the foreign-language document along with a Vietnamese translation.
3. Where documents in project investment files are in both Vietnamese and a foreign language, the Vietnamese version shall be used for administrative procedures related to investment.
Chapter II. INVESTMENT POLICY DECISION, INVESTMENT DECISION AND PROCEDURES FOR ISSUING FOREIGN INVESTMENT REGISTRATION CERTIFICATE
Article 9. Documents for applying for a foreign investment registration certificate
1. The documents for applying for a foreign investment registration certificate include:
a) Investment registration application documents for projects subject to the approval of the investment policy decision by the National Assembly or the Prime Minister according to Clause 1, Article 55 of the Investment Law, and for projects not requiring an investment policy decision according to Clause 2, Article 59 of the Investment Law;
b) A tax authority’s document confirming the investor's tax obligations up to the time of submitting the investment project file as stipulated in Clause 5, Article 58 of the Investment Law.
2. Other equivalent documents to confirm the legal status of the investor as prescribed by the Investment Law include one of the following: an investment license, an investment certificate, or an investment registration certificate for foreign-invested enterprises in Vietnam, or a business registration certificate, or a decision on establishment.
3. For foreign investment projects of enterprises wholly owned by the State, the investment decisions as stipulated in Point e, Clause 1, Article 55 of the Investment Law shall include the following documents:
a) An approval document from the agency representing the owner allowing the investor to implement the foreign investment project, including main contents such as the investor, objectives, scale, form, location, total investment capital, funding plan, capital structure, project implementation schedule, and investment effectiveness indicators to be achieved;
b) An internal review report on the proposed foreign investment project, serving as the basis for the approval by the agency representing the owner as specified in Point a of this clause.
4. Documents determining the project implementation location, including one of the following:
a) Oil and gas contracts or investment agreements with partners or documents regarding the transfer of participation rights or partial or full company transfers;
b) Investment licenses or equivalent documents of the receiving country;
c) Notification of winning bids to participate in the project.
5. Investors shall bear legal responsibility for the accuracy and truthfulness of the documents and investment registration content to comply with the investment procedures stipulated by the Investment Law and this Decree.
Article 10. Documents, Procedures, and Processes for the National Assembly to Decide on Investment Policy Abroad
The documents, procedures, and processes for the National Assembly to decide on the investment policy abroad shall be carried out in accordance with Article 56 of the Investment Law, this Decree, and relevant legal documents.
Article 11. Documents, procedures, and formalities for the Prime Minister to decide on investment orientation abroad and issue certificates of investment registration abroad
1. The investor submits eight sets of documents (including one original set) to the Ministry of Planning and Investment requesting issuance of a certificate of investment registration abroad; simultaneously, the investor registers investment information on the National Information System on Foreign Investment in Vietnam and Vietnamese Investment Abroad.
2. The Ministry of Planning and Investment will accept the documents when they are complete with all required materials as stipulated in this Decree and have been registered on the National Information System on Foreign Investment in Vietnam and Vietnamese Investment Abroad, except for cases where project documents listed in the classified directory are handled according to the laws on protecting state secrets.
3. The Ministry of Planning and Investment will check the validity of the documents. In case the documents are invalid or contain unclear contents, the Ministry of Planning and Investment will notify the investor in writing within five working days from the date of receiving the documents to perfect the documents.
4. The Ministry of Planning and Investment sends the documents to solicit the appraisal opinions of the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located, in accordance with the time limit specified in Clause 2, Article 55 of the Investment Law.
5. The agencies solicited must provide their opinions in writing on matters within their assigned state management authority and send them back to the Ministry of Planning and Investment within the time limit specified in Clause 3, Article 55 of the Investment Law. If these agencies fail to provide their opinions in writing within the said time limit, it shall be deemed that they have approved the investment project documents for matters within their assigned state management authority.
6. The Ministry of Planning and Investment organizes the appraisal and prepares a report for submission to the Prime Minister for approval in accordance with the content and time limit specified in Clause 4, Article 55 of the Investment Law.
7. Within ten working days from the date of receipt of the appraisal report from the Ministry of Planning and Investment, the Prime Minister decides on the investment orientation abroad in accordance with the provisions of Clause 5, Article 55 of the Investment Law.
8. For foreign investment projects of enterprises wholly owned by the state, after the decision on investment orientation abroad is made, the agency representing the owner decides on foreign investment in accordance with Article 29 of the Law on Management and Use of State Capital for Production and Business at Enterprises, this Decree, and the provisions of the Enterprise Charter. As for subsidiaries of enterprises wholly owned by the state (parent company), the parent company implements the decision on foreign investment in accordance with the provisions of the Charter, Financial Regulations, and relevant laws.
9. Within five working days from the date of receipt of the decisions specified in Clauses 7 and 8 of this Article, the Ministry of Planning and Investment issues a certificate of investment registration abroad to the investor, and simultaneously sends copies to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located.
10. In case the Prime Minister does not approve the investment orientation abroad, within three working days from the date of receipt of the document rejecting the investment orientation abroad, the Ministry of Planning and Investment will issue a written notice refusing to issue a certificate of investment registration abroad and clearly stating the reasons to the investor.
Article 12. Documents, procedures, and processes for issuing certificates of investment registration for foreign investment projects that do not require approval of investment orientation
1. The investor submits three sets of documents (including one original set) to the Ministry of Planning and Investment requesting issuance of a certificate of investment registration for foreign investment; simultaneously, the investor registers investment information on the National Information System on Foreign Investment in Vietnam and Vietnamese Investment Abroad.
2. The Ministry of Planning and Investment receives the documents when they contain all required items of documentation as stipulated in this Decree and have been registered on the National Information System on Foreign Investment in Vietnam and Vietnamese Investment Abroad, except for cases where project documents fall under the list of classified information and are implemented according to laws on protecting state secrets.
3. The Ministry of Planning and Investment checks the validity of the documents. In case the documents are invalid or contain unclear contents, the Ministry of Planning and Investment will notify the investor in writing within five working days from the date of receipt of the documents to complete the documents.
4. The investor commits to arranging foreign currency independently or obtains a commitment from a permitted credit institution to arrange foreign currency to implement foreign investment activities. For projects with registered capital transferred abroad equivalent to VND 20 billion or more and not falling under projects specified in Article 54 of the Investment Law, the Ministry of Planning and Investment seeks the opinion in writing of the State Bank of Vietnam according to Clause 3, Article 58 of the Investment Law. Within seven working days from the date of receipt of the document from the Ministry of Planning and Investment, the State Bank of Vietnam sends its opinion in writing to the Ministry of Planning and Investment. If the State Bank of Vietnam does not provide its opinion in writing beyond the above period, it is understood that the project investment registration application has been approved for those contents under the jurisdiction of the competent state management agency.
5. The Ministry of Planning and Investment issues the certificate of investment registration for foreign investment within the time limit prescribed in Clause 3, Article 59 of the Investment Law; simultaneously, copies are sent to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located.
6. In case the documents do not meet the conditions for issuing a certificate of investment registration for foreign investment, the Ministry of Planning and Investment will issue a written notice rejecting the issuance of the certificate of investment registration for foreign investment and clearly stating the reasons to be sent to the investor.
Article 13. Shortening the time for examination and issuance of certificates of investment registration for foreign investment for projects under the authority of the National Assembly to decide on investment orientation
In cases where the receiving country requires or the tender documents for participating in the project stipulate that the investor must participate in and implement the project before obtaining the certificate of investment registration for foreign investment according to the procedures prescribed in Article 10 of this Decree, the investor requests and the examination and issuance of the certificate of investment registration for foreign investment shall proceed as follows:
1. The investor submits the oil and gas project documents to the Ministry of Planning and Investment in accordance with Clause 1, Article 55 of the Investment Law, this Decree, and a document clearly stating the reasons for requesting a shortened examination and issuance time for the certificate of investment registration for foreign investment.
2. The Ministry of Planning and Investment checks the validity of the documents. In case the documents are invalid or contain unclear contents, the Ministry of Planning and Investment will notify the investor in writing within two working days from the date of receipt of the documents to complete the documents.
3. Within three working days from the date of receiving the complete documents as stipulated in Clause 1 of this Article, the Ministry of Planning and Investment reports to the Prime Minister to establish the National Examination Council.
4. Within thirty days from the date of establishment, the National Examination Council organizes the examination and prepares an examination report including the contents prescribed in Clause 4, Article 55 of the Investment Law.
5. Within five working days from the date of the examination meeting, the National Examination Council submits to the Prime Minister for consideration and to the National Assembly for decision on investment orientation. The documents submitted are in accordance with Clause 4, Article 56 of the Investment Law.
6. For foreign investment projects of enterprises wholly owned by the state or subsidiaries of enterprises wholly owned by the state, within five working days from the date of receipt of the approval document for investment orientation from the National Assembly, the Prime Minister decides on investment in accordance with Article 29 of the Law on Management and Use of State Capital for Production and Business at Enterprises.
7. Within three working days from the date of receipt of the approval document for investment orientation from the National Assembly and the investment decision from the Prime Minister as stipulated in Clause 6 of this Article, the Ministry of Planning and Investment issues the certificate of investment registration for foreign investment to the investor; simultaneously, copies are sent to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located.
8. In case the National Assembly does not approve the investment orientation, within three working days from the date of receipt of the non-approval document for investment orientation, the Ministry of Planning and Investment will issue a written notice rejecting the issuance of the certificate of investment registration for foreign investment and clearly stating the reasons to be sent to the investor.
Article 14. Shortening the time for examination and issuance of certificates of investment registration for foreign investment projects in the oil and gas sector under the Prime Minister's authority to decide on investment orientation abroad.
In cases where the receiving country requires, or according to the tender documents for participation in the project, or in similar situations requiring investors to participate in and implement the project before obtaining the certificate of investment registration abroad as stipulated in Article 11 of this Decree, the investor shall request and the examination and issuance of the certificate of investment registration abroad shall be conducted as follows:
1. The investor submits the oil and gas project dossier to the Ministry of Planning and Investment in accordance with Clause 1 of Article 55 of the Investment Law, this Decree, and a document clearly stating the reasons for requesting a shortened examination and issuance period for the certificate of investment registration abroad.
2. The Ministry of Planning and Investment checks the validity of the documents. In case the documents are invalid or contain unclear contents, the Ministry of Planning and Investment will notify the investor in writing within two working days from the date of receipt of the documents to complete the documents.
3. Within three working days from the date of receipt of the dossier as prescribed in Clause 1 of this Article, the Ministry of Planning and Investment shall send the dossier to seek the examination opinions of the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located.
4. Within three working days from the date of receipt of the investment project dossier, the agency requested to provide opinions must issue written comments on matters within its assigned state management authority and send them back to the Ministry of Planning and Investment. If the agency does not provide written comments beyond this deadline, it will be deemed to have approved the investment project dossier for matters within its assigned state management authority.
5. Within fifteen days from the date of receipt of the dossier as prescribed in Clause 1 of this Article, the Ministry of Planning and Investment shall organize the examination and prepare a report for submission to the Prime Minister for approval in accordance with the provisions of Clause 4 of Article 55 of the Investment Law.
6. Within five working days from the date of receipt of the examination report from the Ministry of Planning and Investment, the Prime Minister decides on the investment orientation abroad.
7. For foreign investment projects of enterprises wholly owned by the State, within three working days from the date of receipt of the approval decision on investment orientation from the Prime Minister, the competent authority representing the owner shall decide on investment in accordance with Article 29 of the Law on Management and Use of State Capital for Production and Business at Enterprises or the Articles of Association and Regulations of the enterprise. As for subsidiaries of enterprises wholly owned by the State (parent company), the parent company shall make the decision on foreign investment in accordance with the Articles of Association, Financial Regulations, and relevant laws.
8. Within two working days from the date of receipt of the decisions as prescribed in Clauses 6 and 7 of this Article, the Ministry of Planning and Investment shall issue the certificate of investment registration abroad to the investor; simultaneously sending copies to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's headquarters is located.
9. In cases where the Prime Minister does not approve the investment orientation abroad, within three working days from the date of receipt of the non-approval decision on investment orientation abroad, the Ministry of Planning and Investment shall issue a notification refusing to issue the certificate of investment registration abroad and clearly stating the reasons to the investor.
Article 15. Amendment of Certificate of Foreign Investment Registration
1. When there is a need to change the content of the foreign investment project related to the investor implementing the project, the investment location, objectives, scale, investment capital, sources of investment capital, investment progress, investment incentives, the use of profits to implement overseas investment projects, the investor shall submit an application for amending the Certificate of Foreign Investment Registration to the Ministry of Planning and Investment.
2. The dossier for requesting amendment of the Certificate of Foreign Investment Registration for oil and gas projects shall be carried out in accordance with the provisions of Clause 2, Article 61 of the Investment Law and this Decree.
3. Other equivalent documents confirming the legal status of the investor as stipulated in Point b, Clause 1, Article 61 of the Investment Law include one of the following documents: Investment License or Investment Certificate or Certificate of Investment Registration for foreign-invested enterprises in Vietnam or Business Registration Certificate or Establishment Decision.
4. The Ministry of Planning and Investment shall amend the Certificate of Foreign Investment Registration within fifteen days from the date of receipt of a valid dossier in accordance with the provisions of Clause 2 of this Article.
5. For projects under the scope of investment policy decision abroad, when amending the contents prescribed in this Article, the Ministry of Planning and Investment shall carry out the procedures for deciding on the investment policy abroad before amending the Certificate of Foreign Investment Registration in accordance with the provisions of the Investment Law and this Decree.
6. In cases where the investor's proposal to amend the content of the Certificate of Foreign Investment Registration leads to the investment project falling under the scope of investment policy decision abroad as prescribed by the Investment Law, the Ministry of Planning and Investment shall carry out the procedures for deciding on the investment policy abroad before amending the Certificate of Foreign Investment Registration in accordance with the provisions of the Investment Law and this Decree.
7. The Ministry of Planning and Investment shall send copies of the Certificate of Foreign Investment Registration to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's main office is located.
Article 16. R.Shortening the time for examination, inspection, and amendment of the Certificate of Foreign Investment Registration
In cases where the receiving country requires or according to the oil and gas contract or the resolution of joint investors participating in the oil and gas project, the investor must perform tasks prior to the time of amending the Certificate of Foreign Investment Registration in accordance with the procedures prescribed in Article 15 of this Decree, the investor shall request and the examination, inspection, and amendment of the Certificate of Foreign Investment Registration shall be conducted as follows:
1. For projects under the authority of the National Assembly or the Prime Minister to decide on the investment policy abroad or in cases where the investor's proposal to amend the Certificate of Foreign Investment Registration leads to the investment project falling under the authority of the National Assembly or the Prime Minister to decide on the investment policy abroad
a) The investor submits to the Ministry of Planning and Investment the dossier for requesting amendment of the Certificate of Foreign Investment Registration for oil and gas projects in accordance with the provisions of Clause 2, Article 61 of the Investment Law and this Decree, along with a document clearly stating the reasons for proposing to shorten the time for examination and amendment of the Certificate of Foreign Investment Registration;
b) The Ministry of Planning and Investment shall carry out the procedures for deciding on the investment policy abroad in accordance with Articles 13 and 14 of this Decree;
c) Within two working days from the date of receipt of the approval document of the National Assembly or the Prime Minister and the decision to amend the investment project issued by the competent authority in accordance with Article 29 of the Law on Management and Use of State Capital for Production and Business at Enterprises or the Enterprise Charter and Financial Regulations, the Ministry of Planning and Investment shall amend the Certificate of Foreign Investment Registration for the investor, and simultaneously send copies to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's main office is located;
d) In cases where the National Assembly or the Prime Minister does not approve the amendment of the foreign investment project, within three working days from the date of receipt of the non-approval document of the National Assembly or the Prime Minister, the Ministry of Planning and Investment shall issue a notification rejecting the amendment of the Certificate of Foreign Investment Registration and clearly state the reasons and send it to the investor.
2. For oil and gas projects not requiring a decision on the investment policy abroad
a) The investor shall submit to the Ministry of Planning and Investment the dossier as prescribed in Point a, Clause 1 of this Article;
b) Within five working days from the date of receipt of a valid dossier, the Ministry of Planning and Investment shall examine and amend the Certificate of Foreign Investment Registration for the investor; and simultaneously send copies to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally-administered city where the investor's main office is located.
Chapter III. IMPLEMENTATION OF OIL AND GAS PROJECTS
Article 17. Establishment of New Legal Persons
1. To prepare for investment or to implement oil and gas projects abroad, investors are permitted to establish or participate in establishing management companies in Vietnam, in the host country, or in a third country in accordance with relevant laws, oil and gas contracts, and internationally accepted oil and gas industry practices.
2. In cases where the investor decides to establish a management company to represent the investor in participating in or implementing oil and gas projects abroad, the management company will be recorded in the certificate of foreign investment registration. The management company may use the certificate of foreign investment registration to serve activities related to the implementation of oil and gas projects.
3. Investors are responsible for implementing projects in accordance with the certificate of foreign investment registration and relevant laws.
Article 18. Transfer of Oil and Gas Projects
1. Investors may transfer part or all of an oil and gas project in compliance with the provisions of the oil and gas contract, the laws of the host country, this Decree, and internationally accepted oil and gas industry practices. The competent authority deciding on the transfer is the authority that decided to invest in the oil and gas project.
2. In cases of transferring the entire oil and gas project, the investor shall carry out procedures to terminate and liquidate the foreign investment project in accordance with the Investment Law and this Decree. Before terminating the project and transferring all foreign investment capital to a foreign investor, the investor must notify the State Bank of Vietnam.
3. In cases where the transfer of an oil and gas project generates profits, the investor shall fulfill tax obligations according to relevant laws.
Article 19. Capital Contribution to Implement Oil and Gas Projects
1. Investors shall contribute capital for investment in the following forms:
a) Contributing capital through the call for capital by the project manager;
b) Contributing capital to a joint venture management company or a management company;
c) Purchasing shares of a company owning part or all of the oil and gas project;
d) Contributing capital by lending funds to the management company;
đ) Other forms as prescribed by the laws of the host country or decided by the Prime Minister.
2. Investors shall contribute capital to implement overseas oil and gas projects within the limit of foreign investment capital registered in the certificate of foreign investment registration (including changes from the registered foreign investment capital). In cases where investors have income from capital contributions to projects, investors must complete declaration procedures and pay income tax (if applicable) on such income in accordance with tax laws.
Article 20. Transfer of Foreign Investment Capital
1. Investors may transfer foreign investment capital abroad to carry out investment activities after meeting the following conditions:
a) Investors have been issued a certificate of foreign investment registration, except in cases stipulated in Clause 1 and Clause 4 of Article 5 of this Decree;
b) The oil and gas project has been approved by the competent authority of the host country in accordance with the laws of the host country. In cases where the laws of the host country do not provide for investment permits or approvals, investors must provide documentation proving their right to conduct investment activities in the host country;
c) Having a capital account as provided for in Article 63 of the Investment Law;
d) Investors are solely responsible for transferring foreign investment capital abroad, ensuring it is for the intended purpose, within the specified timeframe, and in compliance with the provisions of the oil and gas contract, share purchase agreements, etc.;
đ) Investors transfer foreign investment capital abroad through a direct foreign investment capital account after being confirmed by the State Bank of Vietnam to register foreign exchange transactions related to foreign investment in accordance with Article 21 of this Decree.
2. The State Bank of Vietnam shall provide detailed guidance on foreign exchange management for the transfer of foreign currency abroad to carry out activities as stipulated in this Article.
Article 21. Documents and Procedures for Registering Foreign Exchange Transactions Related to Overseas Investment
1. The documents for registering foreign exchange transactions include:
a) A foreign exchange transaction registration form according to the model prescribed by the State Bank of Vietnam;
b) A copy issued from the original book or a certified copy or an un-certified copy accompanied by the original for verification of the investment permit or certificate of overseas investment or certificate of registration of overseas investment. In cases where the investor submits an un-certified copy accompanied by the original for verification, the verifier is responsible for confirming the accuracy of the copy compared to the original;
c) An original foreign language version, a Vietnamese translation (with confirmation from the investor regarding the accuracy of the copy and translation) of the approval document or investment permit issued by the competent authority of the receiving country or documentation proving the right to operate investment activities in the receiving country in accordance with the laws of the receiving country;
d) The original confirmation document of the authorized credit institution regarding the opening of the investor's investment capital account, specifying the account number and type of foreign currency;
đ) The original confirmation document of the authorized credit institution regarding the amount of funds the investor has transferred abroad before obtaining the certificate of registration for overseas investment to meet the costs for forming an overseas investment project in accordance with the law for cases where the investment capital has been transferred abroad before obtaining the certificate of registration for overseas investment;
e) A statement explaining the need to transfer investment capital abroad in Vietnamese dong for cases where the investment capital is transferred abroad in Vietnamese dong.
2. Procedure for registering foreign exchange transactions with the State Bank of Vietnam
a) The investor directly sends or sends via postal service one set of foreign exchange transaction registration documents as stipulated in Clause 1 of this Article to the State Bank of Vietnam;
b) In cases where the documents are incomplete, within five working days from the date of receipt of the documents, the State Bank of Vietnam will issue a document requesting the investor to supplement the documents;
c) Within ten working days from the date of receipt of all documents, the State Bank of Vietnam will confirm or refuse to confirm the registration of the transaction. In cases where the confirmation of the foreign exchange transaction is refused, the State Bank of Vietnam must provide the reasons in writing and send them to the investor.
Article 22. Registration and Notification when Changing Foreign Exchange Transactions Related to Overseas Investment Activitiesầin the Air
1. The investor is responsible for registering changes in foreign exchange transactions with the State Bank of Vietnam when there are changes compared to the contents of the confirmation document of the foreign exchange transaction registration issued by the State Bank of Vietnam in the following cases:
a) Change in the investor implementing the overseas investment project; change in the name of the investor;
b) Change in the investment capital account to another type of foreign currency, change in the location of opening the investment capital account;
c) Changes related to increasing or decreasing the investment capital in cash of the investor (except in cases where profits or capital recovery are used to invest in projects abroad);
d) Change in the schedule for transferring the investor's investment capital in cash abroad, where the amount transferred abroad in a period exceeds the schedule confirmed by the State Bank of Vietnam.
2. Documents and procedures for registering changes in foreign exchange transactions related to overseas investment
a) The documents for registration include:
- A registration form according to the model prescribed by the State Bank of Vietnam.
- The original confirmation of the authorized credit institution where the investor opens the investment capital account regarding the balance on this account; the amount transferred abroad and the amount transferred back to Vietnam at the time of the change.
- A copy issued from the original book or a certified copy or an un-certified copy accompanied by the original for verification of the certificate of registration of overseas investment after adjustment. In cases where the investor submits an un-certified copy accompanied by the original for verification, the verifier is responsible for confirming the accuracy of the copy compared to the original.
b) Within thirty days from the date the investor is adjusted by the Ministry of Planning and Investment on the certificate of registration of overseas investment and before implementing the change content as stipulated in points b, c, and point d of Clause 1 of this Article, the investor must register the change in foreign exchange transactions with the State Bank of Vietnam according to the following procedure:
- The investor directly sends or sends via postal service one set of documents for registering changes in foreign exchange transactions as stipulated in point a of this clause to the State Bank of Vietnam.
- In cases where the documents are incomplete, within five working days from the date of receipt of the documents, the State Bank of Vietnam will issue a document requesting the investor to supplement the documents.
- Within ten working days from the date of receipt of all registration documents, the State Bank of Vietnam is responsible for confirming or refusing to confirm the registration of changes in foreign exchange transactions for the investor. In cases where the confirmation of the registration of changes in foreign exchange transactions is refused, the State Bank of Vietnam must provide the reasons in writing and send them to the investor.
3. Within thirty days from the date of change in the name of the overseas investment project or change in the account number, except for cases stipulated in point b of Clause 1 of this Article, the investor must notify in writing the State Bank of Vietnam and the authorized credit institution where the investor opens the investment capital account along with a copy of the certificate of registration of overseas investment after adjustment (if any).
Article 23. Mobilization of capital for oil and gas projects and guaranteeing loans to implement projects
1. Vietnamese investors authorized to mobilize capital from financial and credit organizations (domestic or foreign) for the corresponding project according to the investor's participation ratio in the project.
2. In cases where a management company is established for investment projects and financial and credit organizations require collateral or mortgage of project assets for loans, investors shall carry out legal procedures for the project management company to take out these loans.
3. Where financial and credit organizations require guarantees from investors, Vietnamese investors shall provide guarantees corresponding to their investment participation ratio in the project.
Article 24. Transfer of recovered capital (costs) and profits from foreign investment projects back to Vietnamầ1. The transfer of recovered capital (costs) from foreign investment projects back to Vietnam
a) When transferring recovered capital (costs) back to Vietnam, investors are permitted to deduct it from the total capital invested abroad when determining the capital invested abroad at each point in time following a written report to the Ministry of Finance, the Ministry of Planning and Investment, and the State Bank of Vietnam;
b) In cases where the total capital invested abroad has not reached the registered amount, investors may retain recovered capital (costs) from the project and the remaining portion of the recovered capital after tax payment (as stipulated by the receiving country) to invest in oil and gas projects that have been granted certificates of foreign investment registration or other oil and gas projects abroad that have been granted certificates of foreign investment registration.
2. Transfer of profits back to Vietnam
a) For overseas oil and gas projects with multiple partners, investors are responsible for clearly agreeing on profit distribution mechanisms such as: Distribution timing, profit or dividend distribution ratios annually to protect the interests of investors and the State;
b) Within six months from the date of the final tax settlement report or equivalent legal document as prescribed by the laws of the receiving country, investors must repatriate all profits and other income derived from the overseas project to Vietnam. If profits and other income have not been transferred within this period, investors must submit a written report to the Ministry of Planning and Investment and the State Bank of Vietnam. The profit repatriation deadline may be extended no more than twice, each extension not exceeding six months, and must be approved in writing by the Ministry of Planning and Investment;
c) Investors may retain distributed profits (in joint venture cases) or post-tax profits (in cases without foreign partner participation) for the purpose of investment (direct contribution or loaning to the project when the foreign investment project has not yet reached the registered foreign investment amount) or using them to invest in other projects that have been granted certificates of foreign investment registration and approved by the owner's representative agency. For state-owned enterprises holding 100% of the charter capital, investors are not required to regulate profits during the period before transferring profits back to Vietnam as prescribed by law but must supplement and explain in the financial statements for monitoring and oversight by the owner's representative agency and relevant agencies.
3. In cases where the recovered capital (costs) and the remaining portion after tax payment and profit repatriation as stipulated in point b, Clause 1 and Clause 2 of this Article have not been transferred, investors must notify in writing the Ministry of Planning and Investment; the Ministry of Finance; the State Bank of Vietnam and the owner's representative agency before June 30th each year.
3. In cases where the transfer of recovered capital (costs), the remaining portion after tax payment and profit repatriation to Vietnam as specified in Point b Clause 1 and Clause 2 of this Article has not yet been made, the investor must notify in writing the Ministry of Planning and Investment; the Ministry of Finance; the State Bank of Vietnam and the agency representing the owner before June 30 each year.
Article 25. Handling unrecoverable costs from projects
Investors are allocated incurred costs that have reasonable and valid documentation to be included in the investor's production and business expenses, specifically as follows:
1. For costs incurred solely by the investor
a) Costs for purchasing rights to participate in oil and gas projects (signing commissions, reserve commissions, or similar costs) which are not recorded as project costs abroad or are not fully recoverable shall be allocated in one of the following ways:
- The investor is permitted to gradually allocate the costs of purchasing rights to participate in oil and gas projects over a period not exceeding five years from the date of payment of these costs.
- The investor gradually allocates according to the assessment of the decline in the value of the field (recoverable reserves and oil prices) at the end of each year. The portion of allowable allocation mentioned above is recorded as the investor's cost and will be refunded if the field reserve value increases but does not exceed the initial project participation rights cost.
b) Management and administrative costs are allocated as follows:
- The investor may transfer all management and administrative costs directly paid by the investor but not recorded as project costs abroad, except for management and administrative costs directly related to the project called for by the project operator on a regular or annual basis.
- The costs eligible for transfer include:
+ Investment preparation costs or activities forming the project (reading material fees; travel costs; meeting, negotiation fees; establishment fees for participating legal entities as required by the receiving country,...).
+ Office management and support project costs.
- These costs are allocated within a period not exceeding five years from the year the costs were incurred.
2. For exploration projects
a) Upon completion of the exploration phase without commercial discoveries within the contract area and without a decision to extend the exploration phase, all costs incurred during the approved investment project's exploration phase will be transferred and allocated to the investor's production and business expenses within a period not exceeding five years from the end date of the exploration phase as stipulated in the oil and gas contract or from the date of issuance of the investment approval decision allowing the project to end.
b) For exploration projects with commercial discoveries but only economically viable from the development investment phase (Look Forward) and where the investor chooses to continue developing, all or part of the incurred exploration costs approved by the investment project decision and not recoverable will be transferred and allocated to the investor's production and business expenses within a period not exceeding five years from the date the oil and gas project enters the development phase.
If the field value increases and the oil and gas project achieves higher economic efficiency or subsequently the investor is allowed by the receiving country to recover all or part of the incurred exploration costs, the investor must refund the allocated costs corresponding to the additional economic efficiency compared to the determined value at the start of allocation or the costs allowed to be recovered by the receiving country but not exceeding the previously allocated value.
c) The costs eligible for transfer and allocation as specified in points a and b of this clause include:
- Direct costs related to the project's oil and gas exploration activities.
- Contributions as prescribed by the oil and gas contract but not considered recoverable costs.
3. For development and exploitation projects
a) Based on early production results, updated production volume, cost, and investment efficiency reports, if the updated results show that the project does not meet the economic outcomes compared to the approved development plan (Full Cycle), the unrecovered exploration, appraisal, and development costs of the project will be allocated to the investor's production and business expenses within a period not exceeding five years from the next year following the updated production report but not exceeding the field's depletion value. If the field value increases, the allocated costs will be refunded but not exceeding the allocated value from the date of the investment project decision regarding the cost allocation plan.
b) The costs eligible for allocation as provided in point a of this clause include:
- Direct costs related to the project's exploration, appraisal, development, and exploitation activities.
- Contributions as prescribed by the oil and gas contract but not considered recoverable costs.
4. In cases where unrecovered exploration costs are handled through the Exploration Fund as prescribed by law, investors will not be allocated to their production and business expenses corresponding to the costs already processed through the Exploration Fund.
5. The Ministry of Finance shall provide guidance on implementing this Article.
Article 26. Accounting
1. The investor shall apply an accounting system for the oil and gas project that is consistent with the provisions of the oil and gas contract, agreed upon with the project operator, and the regulations of the host country.
2. The recording and tracking of the investor's investment costs in the investor’s accounting books shall be carried out in accordance with the provisions of Vietnamese law on accounting.
Article 27. Tax and Financial Obligations in Vietnam
1. The investor shall declare and pay taxes in accordance with the provisions of this Article and current Vietnamese laws on corporate income tax; personal income tax; value-added tax; export and import duties.
2. In cases where a Vietnamese investor invests abroad to establish or participate in an organization operating in another country's oil and gas sector, which has already paid income tax or a similar tax to income tax (including dividend tax and interest tax on shares) in that country, when determining the income tax payable in Vietnam, the amount of tax paid or paid by other organizations or partners in that country may be deducted, but not exceeding the amount of income tax calculated at the applicable tax rate under Vietnamese law at the time of occurrence. The income tax exemption or reduction granted to the profit share from foreign investment projects according to the law of the host country also can be deducted when determining the income tax payable in Vietnam.
3. The investor must fulfill financial obligations in accordance with Vietnamese law.
4. The amounts recovered as capital and income of the investor during the period according to the oil and gas contract serve as the basis for the investor to declare and fulfill their obligations in Vietnam (if any).
5. For oil and gas contracts in which the investor's share (dividend) is not divided into capital recovery and income portions, the investor shall register additional information with the Ministry of Finance regarding the mechanism for determining the investor's income for state management purposes and fulfilling obligations in Vietnam (if any).
Article 28.is a communicable disease or parasite listed by the Ministrya) Units base on the accounting account system issued in this Circular to apply appropriate accounting accounts suitable for their activities.councillORSMain policies for workers participating in overseas oil and gas projects
1. In cases where workers are assigned by the investor to work regularly at organizations implementing oil and gas projects abroad, and their salaries, bonuses, and allowances, insurance are included in the pre-tax costs of the oil and gas project in the host country before being transferred to the investor for payment to the workers, the workers shall be guaranteed salary, bonus, and allowance benefits as stipulated in the labor contract and agreements with the investor (the employer). The investor may use a foreign currency payroll for these workers and use it as the basis for fulfilling social insurance, health insurance, unemployment insurance, and other mandatory social contribution obligations according to Vietnamese law.
2. In cases where workers are assigned by the investor to work regularly at organizations implementing oil and gas projects abroad, and the mandatory allowances and insurance contributions required by Vietnamese law are not included in the pre-tax costs of the oil and gas project in the host country, the investor may deduct these costs from their own production and business expenses, and the workers contribute from their personal income to fulfill social insurance, health insurance, unemployment insurance, and other mandatory social contribution obligations for the workers according to Vietnamese law. The contribution level and insurance benefits of the workers shall be equivalent to the salary they received before being assigned to work abroad or the minimum regional wage in Vietnam if they have never been assigned a salary to fulfill social contributions previously. Investors are encouraged to negotiate with partners to have the partners pay on behalf of the workers the mandatory social contribution obligations according to the laws of the host country or transfer these obligations back to the investors for fulfillment in Vietnam.
3. Social insurance, health insurance, unemployment insurance, and other mandatory social contributions for workers assigned by the investor to work regularly at organizations implementing oil and gas projects abroad shall be implemented in the same manner as for similar positions in Vietnam.
Article 29. Hiring services and procurement
Investors may conduct activities to select contractors providing services, procure materials, equipment, and means for the purpose of serving oil and gas projects in accordance with the provisions of Vietnamese law and the laws of the host country.
Article 30. Liquidation of overseas investment projects
1. Immediately upon completion of the overseas investment project, the investor must liquidate the project in accordance with the provisions of the oil and gas contract and the laws of the host country.
2. Within six months from the date of submission of the final tax settlement report or an equivalent legal document as prescribed by the laws of the host country, the investor must repatriate all remaining revenues from the liquidation of the overseas investment project to Vietnam.
3. In cases where the period specified in Clause 2 of this Article is extended, the investor must submit a written request and provide clear reasons to the Ministry of Planning and Investment for consideration and decision at least 60 days before the expiration of the period. Within fifteen working days from the date of receipt of the investor's request, the Ministry of Planning and Investment shall issue a written response to the investor regarding the extension of the period for repatriating all remaining revenues from the liquidation of the overseas investment project. The extension can be granted only once and not more than six months.
4. Within sixty days from the date of completing the liquidation of the overseas investment project abroad and repatriating all remaining revenues from the liquidation of the overseas investment project (if applicable), the investor shall complete the procedures to terminate the overseas investment project in accordance with Article 31 of this Decree.
Article 31. Termination of Overseas Investment ProjectsJune 2024;1. The investor shall carry out the procedures to terminate the overseas investment project in cases stipulated in Clause 1 of Article 62 of the Investment Law.
2. The expiry of the project operation period as provided for in point b of Clause 1 of Article 62 of the Investment Law refers to the situation when the project operation period ends according to the provisions of the oil and gas contract and the laws of the host country, and the investor does not obtain an extension of the investment activity.
3. The investor shall submit one set of application documents to terminate the validity of the certificate of registration for overseas investment, including the following contents:
a) A written request to terminate the validity of the certificate of registration for overseas investment in the format prescribed by the Ministry of Planning and Investment;
b) The original certificate of registration for overseas investment, and any amended certificate of registration for overseas investment (if applicable);
c) The original or certified copy of the decision to terminate the overseas investment project within the authority to decide on investment as prescribed by the Investment Law and this Decree;
d) A certified copy of the document proving that the investor has completed the liquidation of the project in accordance with Article 30 of this Decree.
4. The investor shall bear legal responsibility for the accuracy and truthfulness of the application documents to terminate the validity of the certificate of registration for overseas investment.
5. The Ministry of Planning and Investment shall examine the legality of the documents. If the documents are not valid or contain information requiring clarification, the Ministry of Planning and Investment shall notify the investor in writing within five working days from the date of receipt of the documents to allow the investor to perfect the documents.
6. Within fifteen days from the date of receipt of valid documents, the Ministry of Planning and Investment shall issue a decision to terminate the validity and revoke the certificate of registration for overseas investment and send it to the investor; simultaneously, copies shall be sent to the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, Invalids and Social Affairs, the State Bank of Vietnam, and the People's Committee of the province or centrally administered city where the investor's headquarters is located.
7. In cases of terminating overseas investment projects as stipulated in point d of Clause 1 of Article 62 of the Investment Law, prior to implementing the termination of the project and transferring all foreign investment capital to a foreign investor, the investor must notify the State Bank of Vietnam.
8. For cases of terminating overseas investment projects as stipulated in points d and e of Clause 1 of Article 62 of the Investment Law, if the investor does not request to terminate the validity of the certificate of registration for overseas investment, the Ministry of Planning and Investment shall issue a decision to terminate the validity of the certificate of registration for overseas investment and send it to the investor and relevant state management agencies.
9. For cases of terminating overseas investment projects as stipulated in point g of Clause 1 of Article 62 of the Investment Law, the investor shall liquidate the project and complete the procedures to terminate the validity of the certificate of registration for overseas investment.
If the investor wishes to continue implementing the overseas investment project, they must follow the procedures for issuing a certificate of registration for overseas investment as prescribed by the Investment Law and this Decree.
10. For cases of terminating overseas investment projects as stipulated in point g of Clause 1 of Article 62 of the Investment Law, the investor shall liquidate the project and complete the procedures to terminate the validity of the certificate of registration for overseas investment.
Chapter IV. STATE MANAGEMENT OF OVERSEAS INVESTMENTS IN OIL AND GAS ACTIVITIES
Article 32. Powers and Responsibilities of State Management Agencies
The ministries, ministerial-level agencies, government agencies, provincial People's Committees, centrally governed city People's Committees, and Vietnamese diplomatic missions abroad shall perform state management functions, inspection, and supervision regarding foreign investment in oil and gas activities in accordance with the Investment Law and Chapter V of Decree No. 83/2015/NĐ-CP dated September 25, 2015, of the Government on foreign investment.
Article 33. Reporting System for Foreign Investment
1. State management agencies shall implement the reporting system as prescribed in Clause 1 and Clause 2 of Article 72 of the 2014 Investment Law.
2. Investors shall implement the reporting system as prescribed in Clause 3 of Article 72 of the Investment Law and Article 20 of Decree No. 83/2015/NĐ-CP dated September 25, 2015, of the Government on foreign investment.
Chapter V. IMPLEMENTING PROVISIONS
Article 34. Effective Date
1. This Decree takes effect from January 1, 2018, and replaces Decree No. 121/2007/NĐ-CP dated July 25, 2007, of the Government on direct foreign investment in oil and gas activities and Decree No. 17/2009/NĐ-CP dated February 16, 2009, amending and supplementing certain provisions of Decree No. 121/2007/NĐ-CP dated July 25, 2007, of the Government.
2. Transitional Provisions
In cases where foreign investment licenses or certificates have been issued with specified terms, when such terms expire and the investor still wishes to continue investing (without changing other project contents), the investor shall request the Ministry of Planning and Investment to consider reissuing the foreign investment registration certificate.
Article 35. Responsibility for Implementation
The Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees, and centrally governed city People's Committees are responsible for implementing this Decree./.
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Place of Receipt: - Central Party Committee Secretariat; - Prime Minister, Deputy Prime Ministers; - Ministries, ministerial-level agencies, agencies under the Government; - People's Councils, People's Committees of provinces and centrally-administered cities; - Central Party Office and Party Committees; - General Secretary's Office; - President's Office; - National Assembly Ethnic Committee and relevant Committees; - National Assembly's Office; - Supreme People's Court; - Supreme People's Procuracy; - State Audit Office; - National Financial Supervisory Commission; - Social Policy Bank; - Vietnam Development Bank; - Central Committee of the Vietnam Fatherland Front; - Central agencies of mass organizations; - VPCP: Deputy Chairman, all Vice Chairmen, Assistants to the Prime Minister, Director of the Government Portal, all Departments, Bureaus, subordinate units, Official Gazette; - To be filed: VT, QHQT (3). XH |
PRIME MINISTER PRIME MINISTER Nguyen Xuan Phuc |
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76/2015/QH13
Luật Tổ chức Chính phủ số 76/2015/QH13
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67/2014/QH13
Luật Đầu tư số 67/2014/QH13
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Luật Quản lý, sử dụng vốn nhà nước đầu tư vào sản xuất, kinh doanh tại doanh nghiệp số 69/2014/QH13
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49/2014/QH13
Luật Đầu tư công số 49/2014/QH13
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36/2018/TT-NHNN
Thông tư số 36/2018/TT-NHNN Quy định về hoạt động cho vay để đầu tư ra nước ngoài của tổ chức tín dụng, chi nhánh ngân hàng nước ngoài đối với khách hàng
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03/2018/TT-BKHĐT
Thông tư số 03/2018/TT-BKHĐT Hướng dẫn và Ban hành mẫu văn bản thực hiện thủ tục đầu tư ra nước ngoài
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31/2018/TT-NHNN
Thông tư số 31/2018/TT-NHNN Hướng dẫn về quản lý ngoại hối đối với đầu tư ra nước ngoài
trong hoạt động dầu khí
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124/2017/NĐ-CP
Decree No. 124/2017/NĐ-CP stipulates foreign investment in oil and gas activities.
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17/2009/NĐ-CP
Nghị định số 17/2009/NĐ-CP Về sửa đổi, bổ sung, một số điều của Nghị định số 121/2007/NĐ-CP ngày 25 tháng 7 năm 2007 quy định về đầu tư trực tiếp ra nước ngoài trong hoạt động dầu khí
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121/2007/NĐ-CP
Nghị định số 121/2007/NĐ-CP Quy định về đầu tư trực tiếp ra nước ngoài trong hoạt động dầu khí
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