Investment Law No. 59/2005/QH11

LAW

INVESTMENT

Pursuant to the Constitution of the Socialist Republic of Vietnam in 1992, as amended and supplemented by Resolution No. 51/2001/QH10 dated December 25, 2001 of the Tenth National Assembly, tenth session;

This Law regulates investment activities.

PART I

GENERAL PROVISIONS

Article 1. Scope of application

This Law regulates investment activities for business purposes; rights and obligations of investors; ensuring the legitimate rights and interests of investors; encouraging and providing incentives for investment; state management of investment in Vietnam and investment from Vietnam abroad.

Article 2. Applicability

1. Domestic investors and foreign investors carry out investment activities on Vietnamese territory and investment from Vietnam abroad.

2. Organizations and individuals related to investment activities.

Article 3. Definitions

In this Law, the following terms shall be understood as follows:

1. Investment means the act of investors contributing capital through tangible or intangible assets to form assets and conduct investment activities as prescribed by this Law and other relevant laws.

2. Direct investment is a form of investment where investors contribute capital and participate in managing investment activities.

3. Indirect investment is a form of investment conducted through the purchase of shares, stocks, bonds, other securities, stock investment funds, and other financial intermediaries without the direct participation of investors in managing investment activities.

4. Investor is an organization or individual conducting investment activities in accordance with Vietnamese law, including:

a) Enterprises under various economic sectors established under the Enterprise Law;

b) Cooperatives and cooperative unions established under the Cooperative Law;

c) Foreign-invested enterprises established before the effective date of this Law;

d) Individual businesses and individuals;

đ) Foreign organizations and individuals; overseas Vietnamese; foreigners residing permanently in Vietnam;

e) Other organizations as prescribed by Vietnamese law.

5. Foreign investor is a foreign organization or individual contributing capital to conduct investment activities in Vietnam.

6. Foreign-invested enterprise includes enterprises established by foreign investors to conduct investment activities in Vietnam; Vietnamese enterprises acquired by foreign investors through share purchases, mergers, or takeovers.

7. Investment activity is the activity of investors during the investment process, including preparation, implementation, and management of investment projects.

8. Investment project is a set of proposals to invest medium and long-term capital to conduct investment activities in a specific area within a defined period.

9. Enterprise's investment capital is money and other lawful assets used to implement investment activities in the form of direct or indirect investment.

10. STATE CAPITAL is development investment capital from the state budget, state-guaranteed credit, state investment development credit, and other state investment capital.

11. Project sponsors is an organization or individual owning capital or representing the owner or borrower and directly managing and using capital to conduct investment activities.

12. Foreign investment is the act of foreign investors bringing capital in the form of money and other lawful assets into Vietnam to conduct investment activities.

13. Domestic investment is the act of domestic investors contributing capital in the form of money and other lawful assets to conduct investment activities in Vietnam.

14. Overseas investment is the act of investors transferring capital in the form of money and other lawful assets from Vietnam to conduct investment activities abroad.

15. Conditional investment sector is a sector that can only be invested in with specific conditions prescribed by law.

16. Joint venture contract (hereinafter referred to as BCC contract) is a form of investment signed between investors to cooperate in business and profit sharing without establishing a legal entity.

17. Build-Operate-Transfer contract (hereinafter referred to as BOT contract) is a form of investment signed between the competent state authority and the investor to construct, operate infrastructure projects for a specified period; at the end of the period, the investor transfers the project无偿地给越南国家。

18. Build-Transfer-Operate contract (hereinafter referred to as BTO contract) is a form of investment signed between the competent state authority and the investor to construct infrastructure projects; after completion, the investor transfers the project to the Vietnamese State; the Government grants the investor the right to operate the project for a specified period to recover investment capital and profits.

19. Build-Transfer contract (hereinafter referred to as BT contract) is a form of investment signed between the competent state authority and the investor to construct infrastructure projects; after completion, the investor transfers the project to the Vietnamese State; the Government facilitates the investor to undertake another project to recover investment capital and profits or pays the investor according to the agreement in the BT contract.

20. Industrial park is a specialized production zone for industrial goods and services for industrial production, with defined geographical boundaries, established in accordance with government regulations.

21. Export processing zone is an industrial park specializing in producing export goods, providing services for export production and export activities, with defined geographical boundaries, established in accordance with government regulations.

22. High-tech zone is a specialized research and development zone for high technology, incubation of high-tech enterprises, training of high-tech human resources, production and trading of high-tech products, with defined geographical boundaries, established in accordance with government regulations.

23. Economic zone is a region with a separate economic space offering favorable investment and business environments for investors, with defined geographical boundaries, established in accordance with government regulations.

Article 4. Investment policy

1. Investors may invest in sectors and industries not prohibited by law; they have autonomy and decide on their investment activities in accordance with Vietnamese law.

2. The State treats all economic sectors and domestic and foreign investments equally under the law; encourages and creates favorable conditions for investment activities.

3. The State recognizes and protects the property rights, investment capital, income, and other legitimate rights and interests of investors; acknowledges the long-term existence and development of investment activities.

4. The State commits to implementing international treaties related to investment in which the Socialist Republic of Vietnam is a member.

5. The State encourages and adopts preferential policies for investment in areas and regions with investment incentives.

Article 5. Application of investment laws, international treaties, foreign laws, and international investment customs

1. Investment activities of investors on the territory of Vietnam must comply with the provisions of this Law and other relevant legal regulations.

2. Special investment activities are regulated by other laws shall be governed by the provisions of those laws.

3. In cases where an international treaty to which the Socialist Republic of Vietnam is a party has different provisions from those of this Law, the provisions of that international treaty shall apply.

4. For foreign investment activities, in cases where Vietnamese law does not have specific provisions, the parties may agree in the contract to apply foreign law and international investment customs if such application does not contravene fundamental principles of Vietnamese law.

Chapter II

INVESTMENT GUARANTEES

Article 6. Guarantees for capital and assets

1. Investment capital and lawful assets of investors shall not be nationalized or confiscated through administrative measures.

2. In cases of genuine necessity for reasons of national defense, security, and national interests, if the State requisitions or expropriates assets of investors, the investors shall be compensated or indemnified at market prices at the time of announcement of the requisition or expropriation.

Compensation or indemnification must ensure the legitimate interests of investors and shall not discriminate between investors.

3. For foreign investors, compensation or indemnification of assets as provided for in Clause 2 of this Article shall be made in freely convertible currency and the right to transfer it abroad shall be granted.

4. The procedures and conditions for requisitioning and expropriating are stipulated by law.

Article 7. Protection of intellectual property rights

The State protects intellectual property rights in investment activities; ensures the legitimate interests of investors in technology transfer in Vietnam in accordance with the laws on intellectual property and other relevant legal regulations.

Article 8. Opening up markets, investment related to trade

To align with the provisions in international treaties to which the Socialist Republic of Vietnam is a member, the State ensures the implementation of the following provisions for foreign investors:

1. Opening up investment markets in accordance with the committed schedule;

2. Not requiring investors to comply with the following requirements:

a) Prioritize purchasing or using domestic goods or services or be required to purchase goods or services from specific domestic producers or service providers;

b) Export goods or services to achieve a certain ratio; limit the quantity, value, type of exported goods or services or domestically produced or supplied goods or services;

c) Import goods in quantities and values corresponding to the quantities and values of exported goods or be required to balance foreign exchange from exports to meet import needs;

d) Achieve a certain level of localization in manufactured goods;

đ) Achieve a certain level or value in research and development activities within the country;

e) Provide goods or services at a specific location within the country or abroad;

g) Establish headquarters at a specific location.

Article 9. Transfer of capital and assets abroad

1. After fulfilling all financial obligations to the Government of Vietnam, foreign investors are allowed to transfer abroad the following amounts:

a) Profits earned from business operations;

b) Payments for technical provision, services, and intellectual property;

c) Principal and interest on foreign loans;

d) Investment capital and proceeds from liquidation of investments;

đ) Other lawful funds and assets belonging to investors.

2. Foreign nationals working in Vietnam for investment projects are allowed to transfer their legitimate income abroad after fulfilling all financial obligations to the Government of Vietnam.

3. The transfer of the above amounts shall be conducted in freely convertible currency at the transaction rate of a commercial bank chosen by the investor.

4. Procedures for transferring funds related to investment activities shall be carried out in accordance with the laws on foreign exchange management.

Article 10. Uniform application of prices, fees, and charges

During investment activities in Vietnam, investors shall uniformly apply prices, fees, and charges for goods and services under state control.

Article 11. Investment guarantees in case of changes in laws and policies

1. If new laws or policies provide greater benefits and advantages than those previously enjoyed by investors, investors shall enjoy the new benefits and advantages from the date these new laws or policies come into effect.

2. If new laws or policies adversely affect the legitimate interests that investors had enjoyed before the implementation of such laws or policies, investors shall be guaranteed to enjoy the advantages as specified in the Investment Certificate or resolved through one or more of the following measures:

a) Continue enjoying benefits and advantages;

b) Be entitled to deduct losses from taxable income;

c) Be allowed to adjust project objectives;

d) Be considered for compensation in certain necessary cases.

3. Based on legal provisions and commitments in international treaties to which the Socialist Republic of Vietnam is a member, the Government shall specify the details regarding the protection of investors' interests affected by adverse changes in laws and policies.

Article 12. Dispute Resolution

1. Disputes related to investment activities in Vietnam shall be resolved through negotiation, mediation, arbitration, or court proceedings as prescribed by law.

2. Disputes between domestic investors among themselves or with Vietnamese state management agencies concerning investment activities on Vietnamese territory shall be resolved through Vietnamese arbitration or courts.

3. Disputes where one party is a foreign investor or a business with foreign investment capital, or disputes between foreign investors shall be resolved through one of the following agencies or organizations:

a) Vietnamese courts;

b) Vietnamese arbitration;

c) Foreign arbitration;

d) International arbitration;

e) Arbitration established by mutual agreement of the disputing parties.

4. Disputes between foreign investors and Vietnamese state management agencies related to investment activities on Vietnamese territory shall be resolved through arbitration or Vietnamese courts, except in cases where there is a different agreement in the contract signed between the representative of the competent state agency and the foreign investor or in international treaties to which the Socialist Republic of Vietnam is a member.

Chapter III

RIGHTS AND OBLIGATIONS OF FOREIGN INVESTORS

Article 13. Right to autonomous investment and business

1. Selection of investment fields, forms of investment, methods of raising capital, geographical areas, scale of investment, investment partners, and duration of project operation.

2. Registration for one or more business sectors; establishment of businesses in accordance with the law; independent decision-making regarding registered investment and business activities.

Article 14. Right to access and use investment resources

1. Equality in accessing and using credit funds, support funds; land and natural resources in accordance with the provisions of the law.

2. Lease or purchase equipment and machinery domestically and internationally to implement investment projects.

3. Hire domestic labor; hire foreign labor for management work, technical labor, and experts according to production and business needs, except in cases where international treaties to which the Socialist Republic of Vietnam is a member have different provisions, then those treaty provisions shall apply.

Article 15. Right to export, import, advertise, market, process, and reprocess related to investment activities

1. Directly import or entrust the import of equipment, machinery, materials, raw materials, and goods for investment activities; directly export or entrust the export and sale of products.

2. Advertise and market their products and services; directly sign advertising contracts with organizations authorized to engage in advertising activities.

3. Carry out processing and reprocessing activities; place orders for processing and reprocessing domestically and abroad in accordance with the provisions of the commercial law.

Article 16. Right to purchase foreign currency

1. Foreign investors may purchase foreign currency from credit institutions authorized to deal in foreign exchange to meet current transactions, capital transactions, and other transactions as prescribed by the law on foreign exchange management.

2. The Government ensures balance or supports balance of foreign currency for certain important projects in the energy sector, transportation infrastructure, and waste treatment.

Article 17. Right to transfer, adjust capital or investment projects

1. Investors have the right to transfer, adjust capital or investment projects. In cases where profit arises from the transfer, the transferring party must pay income tax in accordance with the law on taxation.

2. The Government stipulates conditions for transferring, adjusting capital, and investment projects in cases where such conditions must be specified.

Article 18. Mortgage rights to land use and attached assets

Investors with investment projects may mortgage rights to land use and attached assets at credit institutions permitted to operate in Vietnam to borrow capital to implement the project in accordance with the law.

Article 19. Other rights of investors

1. Enjoy investment incentives as prescribed by this Law and other relevant laws.

2. Access and use public services on a non-discriminatory basis.

3. Access legal documents, policies related to investment; national economic data, data of each economic sector, and other economic and social information related to investment activities; provide comments on relevant laws and policies.

4. File complaints or lawsuits against organizations or individuals who violate laws on investment in accordance with the law.

5. Exercise other rights as prescribed by law.

Article 20. Obligations of investors

1. Comply with legal regulations on investment procedures; carry out investment activities in accordance with the content registered for investment and the content stipulated in the Investment Certificate.

Investors must bear responsibility for the accuracy and honesty of the investment registration content, project investment dossier, and the legality of confirmation documents.

2. Fully fulfill financial obligations as prescribed by law.

3. Comply with legal regulations on accounting, auditing, and statistics.

4. Fulfill obligations as prescribed by law on insurance, labor; respect dignity, personality, and ensure legitimate rights of workers.

5. Respect and create favorable conditions for workers to establish and join political organizations and socio-political organizations.

6. Comply with legal regulations on environmental protection.

7. Fulfill other obligations as prescribed by law.

Chapter IV

FORMS OF INVESTMENT

Article 21. Forms of direct investment

1. Establish an economic organization with 100% capital of domestic investors or 100% capital of foreign investors.

2. Establish a joint venture economic organization between domestic and foreign investors.

3. Invest under the form of BCC contract, BOT contract, BTO contract, BT contract.

4. Develop business operations.

5. Purchase shares or contribute capital to participate in managing investment activities.

6. Invest in mergers and acquisitions of enterprises.

7. Other forms of direct investment.

Article 22. Investment in establishing economic organizations

1. Based on the forms of investment prescribed in Article 21 of this Law, investors may invest to establish the following economic organizations:

a) Enterprises organized and operated in accordance with the Enterprise Law;

b) Credit institutions, insurance companies, investment funds, and other financial organizations as prescribed by law;

c) Health service facilities, educational facilities, scientific facilities, cultural facilities, sports facilities, and other service facilities engaged in profitable investment activities;

d) Other economic organizations as prescribed by law.

2. In addition to the economic organizations prescribed in Clause 1 of this Article, domestic investors may invest to establish cooperatives, cooperative unions organized and operated in accordance with the Cooperative Law; individual households in accordance with the law.

Article 23. Investment under contract

1. Investors may enter into joint venture contracts for cooperation in production, profit sharing, product sharing, and other forms of business cooperation.

The objects, contents of cooperation, business duration, rights, obligations, and responsibilities of each party, as well as the cooperative relationship between the parties and management organizations, shall be agreed upon and recorded in the contract.

Joint venture contracts in the field of oil and gas exploration, exploitation, and other resources under the form of product-sharing contracts shall be implemented in accordance with this Law and other relevant legal provisions.

2. Investors may enter into BOT, BTO, and BT contracts with competent state agencies to implement new construction, expansion, modernization, and operation projects of infrastructure in the transportation sector, electricity production and trading, water supply and drainage, waste treatment, and other sectors as specified by the Prime Minister.

The Government shall specify investment fields, conditions, procedures, and methods for implementing investment projects; rights and obligations of the parties involved in BOT, BTO, and BT contracts.

Article 24. Business Development Investment

Investors may engage in business development investment through the following forms:

1. Expanding scale, increasing production capacity, and business capability;

2. Updating technology, improving product quality, and reducing environmental pollution.

Article 25. Capital contribution, share purchase, and mergers and acquisitions

1. Investors may contribute capital and purchase shares of companies and branches in Vietnam.

The proportion of foreign investors' capital contribution and share purchases in certain fields, industries, and professions shall be regulated by the Government.

2. Investors have the right to merge and acquire companies and branches.

Conditions for mergers and acquisitions of companies and branches shall be stipulated in this Law, competition laws, and other relevant legal provisions.

Article 26. Indirect investment

1. Foreign investors may carry out indirect investments in Vietnam through the following forms:

a) Purchasing stocks, bonds, and other securities;

b) Through investment funds;

c) Through other intermediary financial institutions.

2. Investments made through the purchase and sale of stocks, bonds, and other securities of organizations and individuals, and the procedures for conducting indirect investments shall be regulated by securities laws and other relevant legal provisions.

Chapter V

INVESTMENT SECTORS, AREAS, INCENTIVES, AND SUPPORT FOR INVESTMENT

Section 1

INVESTMENT SECTORS AND AREAS

Article 27. Investment Incentive Sectors

1. Production of new materials, new energy; high-tech products, biotechnology, information technology; mechanical manufacturing.

2. Cultivation, processing of agriculture, forestry, aquaculture; salt production; artificial breeding, new crop and livestock breeds.

3. Utilizing advanced technology; protecting ecological environment; researching, developing, and nurturing high technology.

4. Employing many workers.

5. Construction and development of infrastructure, important large-scale projects.

6. Developing education, training, healthcare, physical culture, sports, and national culture.

7. Developing traditional industries and trades.

8. Other production and service sectors that need encouragement.

Article 28. Investment-Incentive Areas

1. Areas with difficult socio-economic conditions, areas with extremely difficult socio-economic conditions.

2. Industrial zones, export processing zones, high-tech parks, economic zones.

Article 29. Conditional investment sector

1. Investment sectors subject to conditions include:

a) Sectors affecting national defense, security, public order, and social safety;

b) Financial and banking sectors;

c) Sectors affecting community health;

d) Culture, information, press, publishing;

đ) Entertainment services;

e) Real estate business;

g) Surveying, exploring, and exploiting natural resources; ecological environment;

h) Education and training development;

i) Other sectors as prescribed by law.

2. For foreign investors, in addition to the sectors specified in Clause 1 of this Article, investment sectors subject to conditions also include sectors of investment according to the implementation schedule of international commitments in international treaties to which the Socialist Republic of Vietnam is a member.

3. Foreign-invested enterprises already investing in sectors not included in investment sectors subject to conditions, but during their operations, the invested sectors are added to the List of Investment Sectors Subject to Conditions, the investor may continue operating in those sectors.

4. Foreign investors may apply the same investment conditions as domestic investors when Vietnamese investors own 51% or more of the charter capital of the enterprise.

5. Based on the requirements for socio-economic development in each period and consistent with the commitments in international treaties to which the Socialist Republic of Vietnam is a member, the Government shall specify the List of Investment Sectors Subject to Conditions, related conditions for establishing economic organizations, investment forms, and market opening in certain sectors for foreign investment.

Article 30. Prohibited Investment Sectors

1. Projects that harm national defense, security, and public interests.

2. Projects that harm historical, cultural, moral, and traditional Vietnamese customs.

3. Projects that harm people's health, destroy resources, and damage the environment.

4. Projects handling hazardous waste imported from outside Vietnam; producing harmful chemicals or using banned harmful agents according to international treaties.

Article 31. Issuance of Lists of Investment Incentive Sectors and Areas

1. Based on socio-economic development planning and orientation in each period and commitments in international treaties to which the Socialist Republic of Vietnam is a member, the Government shall issue or amend and supplement the Lists of Investment Incentive Sectors, Investment Sectors Subject to Conditions, Prohibited Investment Sectors, and Investment-Incentive Areas.

2. Ministries, ministerial-level agencies, provincial People's Committees (hereinafter referred to as Provincial People's Committees) shall not issue regulations on prohibited investment sectors, investment sectors subject to conditions, and investment incentives exceeding the legal framework.

Section 2
INVESTMENT INCENTIVES

Article 32. Investment Incentive Objectives and Conditions

1. Investors with projects falling within the fields and areas of investment incentives prescribed in Article 27 and Article 28 of this Law shall enjoy incentives as provided for in this Law and other relevant laws.

2. The investment incentives stipulated in Clause 1 of this Article shall also apply to new investment projects and expanded projects aimed at increasing scale, enhancing production capacity, business capability, technological innovation, product quality, and reducing environmental pollution.

Article 33. Investment tax incentives

1. Investors with projects falling within the scope prescribed in Article 32 of this Law shall enjoy preferential tax rates, the duration of preferential tax rates, and periods of tax exemption and reduction as prescribed by the laws on taxes.

2. Investors shall enjoy tax incentives on income derived from capital contributions and share purchases in economic organizations after such organizations have fully paid corporate income tax according to the laws on taxes.

3. Investors shall be exempted from import duties on equipment, materials, transportation means, and other goods necessary for implementing investment projects in Vietnam as prescribed by the Law on Export Duties and Import Duties.

4. Income from technology transfer activities in investment projects eligible for investment incentives shall be exempted from income tax according to the laws on taxes.

Article 34. Loss carryforward

After settling taxes with the tax authority, if an investor incurs a loss, they may carry forward the loss to the following year; this loss amount can be deducted from the taxable income of corporate income tax according to the Law on Corporate Income Tax. The period for carrying forward losses shall not exceed five years.

Article 35. Depreciation of fixed assets

Investment projects in fields and areas of investment incentives and profitable business projects shall be allowed to accelerate depreciation of fixed assets; the maximum rate of depreciation is twice the standard rate of depreciation of fixed assets.

Article 36. Land use incentives

1. The land use term for investment projects shall not exceed fifty years; for large-scale investment projects with slow capital recovery, projects invested in areas with difficult socio-economic conditions, and particularly difficult socio-economic areas requiring longer terms, the land allocation and lease term shall not exceed seventy years.

Upon expiration of the land use term, if the investor complies with the laws on land and has a need to continue using the land, the competent state agency shall consider extending the land use term in accordance with the approved land use plan.

2. Investors investing in fields and areas of investment incentives shall be exempted or reduced from land lease fees, land use fees, and land tax according to the laws on land and the laws on taxes.

Article 37. Incentives for investors investing in industrial zones, export processing zones, high-tech zones, and economic zones

Based on the economic and social development conditions during each period and the principles prescribed in this Law, the Government shall prescribe incentives for investors investing in industrial zones, export processing zones, high-tech zones, and economic zones.

Article 38. Procedures for implementing investment incentives

1. For domestic investment projects that do not require investment registration and those subject to investment registration as prescribed in Article 45 of this Law, investors shall base their determination of incentives and procedures for enjoying investment incentives at the competent state agency on the incentives and conditions for investment incentives prescribed by law.

In cases where investors request confirmation of investment incentives, they shall register their investments so that the investment management agency records the investment incentives on the Investment Certificate.

2. For domestic investment projects subject to investment review as prescribed in Article 47 of this Law and meeting the conditions for enjoying incentives, the investment management agency shall record the investment incentives on the Investment Certificate.

3. For foreign-invested projects meeting the conditions for enjoying incentives, the investment management agency shall record the investment incentives on the Investment Certificate.

Article 39. Extension of incentives

In cases where it is necessary to encourage the development of a particularly important industry or a special economic region, the Government shall submit to the National Assembly for consideration and decision on additional investment incentives different from those prescribed in this Law.

Section 3
INVESTMENT SUPPORT

Article 40. Support for technology transfer

The State shall create favorable conditions and ensure the legitimate rights and interests of both parties involved in technology transfer, including capital contribution through technology, to implement investment projects in Vietnam according to the laws on technology transfer.

2. The State encourages the transfer of advanced technology, source technology, and technologies to produce new products, enhance production capacity, competitiveness, product quality, resource efficiency, and effective energy use to Vietnam.

Article 41. Training support

1. The State encourages the establishment of training funds for human resources from the capital contributions and sponsorships of domestic and foreign organizations and individuals.

Business training costs are considered reasonable expenses for determining taxable corporate income.

2. The State supports the training of workers in enterprises through assistance programs funded from the state budget.

Article 42. Support and encouragement for the development of investment services

The State encourages and supports organizations and individuals to conduct the following investment support services:

1. Investment consulting, management consulting;

2. Intellectual property consulting, technology transfer consulting;

3. Vocational training, technical training, management skills training;

4. Providing market information, scientific and technological information, technology information, and other economic and social information requested by investors;

5. Marketing, investment promotion, and trade promotion;

6. Establishing and participating in social organizations and occupational associations;

7. Establishing design centers and testing centers to support small and medium-sized enterprises.

Article 43. Investment in infrastructure systems for industrial zones, export processing zones, high-tech zones, and economic zones

1. BASED ON THE OVERALL PLANNING FOR THE DEVELOPMENT OF INDUSTRIAL ZONES, EXPORT PROCESSING ZONES, HIGH-TECH ZONES, AND ECONOMIC ZONES THAT HAVE BEEN APPROVED BY THE GOVERNMENT, MINISTRIES, GOVERNMENT AGENCIES AT THE MINISTRY LEVEL, AND PROVINCE PEOPLE'S COMMITTEES SHALL PREPARE INVESTMENT PLANS AND ORGANIZE THE CONSTRUCTION OF TECHNICAL INFRASTRUCTURE SYSTEMS AND SOCIAL INFRASTRUCTURE SYSTEMS OUTSIDE THE PERIMETER OF INDUSTRIAL ZONES, EXPORT PROCESSING ZONES, HIGH-TECH ZONES, AND ECONOMIC ZONES UNDER THEIR MANAGEMENT.

2. FOR SOME LOCALITIES WITH DIFFICULT AND VERY DIFFICULT ECONOMIC AND SOCIAL CONDITIONS, THE STATE WILL SUPPORT PART OF THE CAPITAL FOR THESE LOCALITIES TO COLLABORATE WITH INVESTORS TO DEVELOP INFRASTRUCTURE SYSTEMS INSIDE THE PERIMETER OF INDUSTRIAL ZONES AND EXPORT PROCESSING ZONES AS PROVIDED BY THE GOVERNMENT.

3. THE STATE ALLOCATES FUNDS FROM THE BUDGET AND FAVORABLE CREDIT TO SUPPORT INVESTMENTS IN DEVELOPING TECHNICAL INFRASTRUCTURE AND SOCIAL INFRASTRUCTURE SYSTEMS INSIDE HIGH-TECH ZONES AND ECONOMIC ZONES AND APPLIES CERTAIN METHODS OF RAISING FUNDS TO INVEST IN DEVELOPING INFRASTRUCTURE IN HIGH-TECH ZONES AND ECONOMIC ZONES.

Article 44. EXIT AND ENTRY VISA

INVESTORS IMPLEMENTING INVESTMENT ACTIVITIES, FOREIGN EXPERTS AND TECHNICAL WORKERS WHO REGULARLY WORK IN INVESTMENT PROJECTS IN VIETNAM, AND MEMBERS OF THEIR FAMILIES ARE ISSUED MULTIPLE ENTRY AND EXIT VISAS. THE VALIDITY PERIOD OF EACH VISA ISSUE IS MAXIMUM FIVE YEARS.

Chapter VI

DIRECT FOREIGN INVESTMENT ACTIVITIES

Section 1

INVESTMENT PROCEDURES

Article 45. INVESTMENT REGISTRATION PROCEDURES FOR DOMESTIC INVESTMENT PROJECTS

1. FOR DOMESTIC INVESTMENT PROJECTS WITH AN INVESTMENT CAPITAL SCALE LESS THAN FIFTEEN BILLION VIETNAMESE DONG AND NOT FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT, INVESTORS ARE NOT REQUIRED TO COMPLETE INVESTMENT REGISTRATION PROCEDURES.

2. FOR DOMESTIC INVESTMENT PROJECTS WITH AN INVESTMENT CAPITAL SCALE FROM FIFTEEN BILLION VIETNAMESE DONG TO LESS THAN THREE HUNDRED BILLION VIETNAMESE DONG AND NOT FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT, INVESTORS MUST COMPLETE INVESTMENT REGISTRATION PROCEDURES IN ACCORDANCE WITH THE MODEL AT THE PROVINCIAL GOVERNMENT INVESTMENT MANAGEMENT AUTHORITY.

IF INVESTORS REQUEST AN INVESTMENT LICENSE, THE PROVINCIAL GOVERNMENT INVESTMENT MANAGEMENT AUTHORITY SHALL ISSUE THE INVESTMENT LICENSE.

3. THE CONTENT OF INVESTMENT REGISTRATION INCLUDES:

a) LEGAL STATUS OF THE INVESTOR;

b) OBJECTIVES, SCALE, AND LOCATION OF THE INVESTMENT PROJECT;

c) INVESTMENT CAPITAL AND PROJECT IMPLEMENTATION SCHEDULE;

d) LAND USE REQUIREMENTS AND ENVIRONMENTAL PROTECTION COMMITMENTS;

đ) INVESTMENT INCENTIVE RECOMMENDATIONS (IF ANY).

4. INVESTORS MUST REGISTER FOR INVESTMENT PRIOR TO IMPLEMENTING THE INVESTMENT PROJECT.

Article 46. INVESTMENT REGISTRATION PROCEDURES FOR FOREIGN-INVESTED PROJECTS

1. FOR FOREIGN-INVESTED PROJECTS WITH AN INVESTMENT CAPITAL SCALE LESS THAN THREE HUNDRED BILLION VIETNAMESE DONG AND NOT FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT, INVESTORS SHALL COMPLETE INVESTMENT REGISTRATION PROCEDURES AT THE PROVINCIAL GOVERNMENT INVESTMENT MANAGEMENT AUTHORITY TO OBTAIN AN INVESTMENT LICENSE.

2. THE INVESTMENT REGISTRATION DOCUMENTS INCLUDE:

a) DOCUMENTS REGARDING THE CONTENTS AS PROVIDED FOR IN CLAUSE 3 OF ARTICLE 45 OF THIS LAW;

b) FINANCIAL CAPACITY REPORT OF THE INVESTOR;

c) JOINT VENTURE CONTRACT OR BUSINESS COOPERATION CONTRACT, COMPANY CHARTER (IF ANY).

3. THE PROVINCIAL GOVERNMENT INVESTMENT MANAGEMENT AUTHORITY SHALL ISSUE THE INVESTMENT LICENSE WITHIN FIFTEEN DAYS FROM THE DATE OF RECEIVING COMPLETE AND LEGITIMATE INVESTMENT REGISTRATION DOCUMENTS.

Article 47. PROJECT REVIEW PROCEDURES

1. FOR DOMESTIC INVESTMENT PROJECTS, FOREIGN-INVESTED PROJECTS WITH AN INVESTMENT CAPITAL SCALE OF THREE HUNDRED BILLION VIETNAMESE DONG OR MORE, AND PROJECTS FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT, INVESTMENT REVIEW PROCEDURES MUST BE COMPLETED TO OBTAIN AN INVESTMENT LICENSE.

2. THE REVIEW PERIOD SHALL NOT EXCEED THIRTY DAYS FROM THE DATE OF RECEIVING COMPLETE AND LEGITIMATE DOCUMENTS; IN CASES WHERE NECESSARY, THE PERIOD MAY BE EXTENDED BUT NOT EXCEEDING FORTY-FIVE DAYS.

3. FOR NATIONAL KEY PROJECTS, THE NATIONAL ASSEMBLY DECIDES ON THE INVESTMENT POLICY AND SPECIFIES PROJECT STANDARDS, THE GOVERNMENT REGULATES THE PROCEDURE AND PROCEDURES FOR REVIEW AND ISSUE OF THE INVESTMENT LICENSE.

4. THE GOVERNMENT REGULATES THE DELEGATION OF REVIEW AND ISSUE OF THE INVESTMENT LICENSE.

Article 48. REVIEW PROCEDURES FOR PROJECTS WITH AN INVESTMENT CAPITAL SCALE OF THREE HUNDRED BILLION VIETNAMESE DONG OR MORE AND NOT FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT

1. THE PROJECT DOCUMENTS INCLUDE:

a) APPLICATION FOR INVESTMENT LICENSE;

b) CONFIRMATION OF THE LEGAL STATUS OF THE INVESTOR;

c) FINANCIAL CAPACITY REPORT OF THE INVESTOR;

d) ECONOMIC AND TECHNICAL JUSTIFICATION INCLUDING CONTENTS ON OBJECTIVES, INVESTMENT LOCATION, LAND USE REQUIREMENTS, INVESTMENT SCALE, INVESTMENT CAPITAL, PROJECT IMPLEMENTATION SCHEDULE, TECHNOLOGY SOLUTIONS, ENVIRONMENTAL SOLUTIONS;

đ) FOR FOREIGN INVESTORS, THE DOCUMENTS ALSO INCLUDE JOINT VENTURE CONTRACT OR BUSINESS COOPERATION CONTRACT, COMPANY CHARTER (IF ANY).

2. THE CONTENTS OF THE REVIEW INCLUDE:

a) COMPLIANCE WITH TECHNICAL INFRASTRUCTURE PLANNING, LAND USE PLANNING, URBAN DEVELOPMENT PLANNING, MINERAL RESOURCES USE PLANNING, AND OTHER RESOURCE USE PLANNINGS;

b) LAND USE REQUIREMENTS;

c) PROJECT IMPLEMENTATION SCHEDULE;

d) ENVIRONMENTAL SOLUTIONS.

Article 49. REVIEW PROCEDURES FOR PROJECTS FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT

1. REVIEW PROCEDURES FOR PROJECTS WITH AN INVESTMENT CAPITAL SCALE LESS THAN THREE HUNDRED BILLION VIETNAMESE DONG AND FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT ARE AS FOLLOWS:

a) PROJECT DOCUMENTS INCLUDE JUSTIFICATIONS OF THE CONDITIONS THAT THE INVESTMENT PROJECT MUST MEET; THE CONTENTS OF INVESTMENT REGISTRATION AS PROVIDED FOR IN CLAUSE 3 OF ARTICLE 45 OF THIS LAW FOR DOMESTIC INVESTMENT PROJECTS OR CLAUSE 2 OF ARTICLE 46 OF THIS LAW FOR FOREIGN-INVESTED PROJECTS;

b) THE CONTENTS OF THE REVIEW INCLUDE THE CONDITIONS THAT THE INVESTMENT PROJECT MUST MEET.

2. REVIEW PROCEDURES FOR PROJECTS WITH AN INVESTMENT CAPITAL SCALE OF THREE HUNDRED BILLION VIETNAMESE DONG OR MORE AND FALLING UNDER THE LIST OF SECTORS REQUIRING CONDITIONAL INVESTMENT ARE AS FOLLOWS:

a) PROJECT DOCUMENTS INCLUDE JUSTIFICATIONS OF THE CONDITIONS THAT THE INVESTMENT PROJECT MUST MEET; THE CONTENTS OF THE REVIEW DOCUMENTS AS PROVIDED FOR IN CLAUSE 1 OF ARTICLE 48 OF THIS LAW.

b) THE CONTENTS OF THE REVIEW INCLUDE THE CONDITIONS THAT THE INVESTMENT PROJECT MUST MEET AND THE CONTENTS AS PROVIDED FOR IN CLAUSE 2 OF ARTICLE 48 OF THIS LAW.

Article 50. INVESTMENT PROCEDURES ASSOCIATED WITH THE ESTABLISHMENT OF ECONOMIC ORGANIZATIONS

1. FOREIGN INVESTORS MAKING THEIR FIRST INVESTMENT IN VIETNAM MUST HAVE AN INVESTMENT PROJECT AND COMPLETE INVESTMENT REGISTRATION OR REVIEW PROCEDURES AT THE GOVERNMENT INVESTMENT MANAGEMENT AUTHORITY TO OBTAIN AN INVESTMENT LICENSE. THE INVESTMENT LICENSE SERVES AS THE BUSINESS REGISTRATION LICENSE.

2. An economic organization with foreign invested capital that has been established in Vietnam, if it has a new investment project, may proceed with the procedures to implement such project without necessarily establishing a new economic organization.

3. Domestic investors with investment projects tied to the establishment of an economic organization shall register business operations in accordance with the Enterprise Law and related laws, and follow the procedures for investment as stipulated in this Law.

Article 51. Adjustment of investment projects

1. When there is a need to adjust an investment project concerning its objectives, scale, location, form, capital, or duration, the investor shall carry out the following procedures:

a) For registered investment projects, the investor decides on and registers the adjustment content with the provincial-level state management agency responsible for investment within ten days from the date of the adjustment decision.

b) For investment projects subject to review, the investor submits a request for project adjustment to the competent state management agency for investment review.

The request for project adjustment includes information on the implementation status of the project, reasons for adjustment, and changes compared to the reviewed content.

2. The state management agency for investment shall notify the investor of the adjustment of the investment certificate within fifteen days from the date of receiving complete valid documents.

3. The adjustment of an investment project shall be carried out in the form of amending and supplementing the content of the Investment Certificate.

Article 52. Duration of operation of foreign-invested projects

The duration of operation of foreign-invested projects should be consistent with the project's operational requirements and not exceed fifty years; in necessary cases, the Government may decide on a longer duration but not exceeding seventy years.

The duration of operation of the project is recorded in the Investment Certificate.

Article 53. Responsibility for preparing investment projects, making investment decisions, and reviewing investments

1. Investors shall independently decide on investment projects and bear responsibility for the accuracy and honesty of the registered investment content, project documents, and fulfillment of registered investment commitments.

2. Organizations and individuals authorized to prepare investment projects, make investment decisions, review, and certify investments shall be accountable under the law for their proposals and decisions.

Article 54. Selection of investors for projects attracting multiple interested investors

For important projects identified in industry planning with two or more interested investors, the selection of investors to undertake the project must be conducted through bidding in accordance with the law on bidding.

Section 2
IMPLEMENTATION OF INVESTMENT PROJECTS

Article 55. Leasing and transferring land for project implementation

1. For investment projects requiring land use, the investor shall contact the competent land management authority at the project site to handle the procedures for land allocation or leasing.

The procedures for land allocation and leasing are governed by the law on land.

2. In cases where the investor has been handed over land but does not commence project implementation within the prescribed time limit or uses the land for purposes other than those intended, the land will be reclaimed according to the Land Law and the Investment Certificate will be revoked.

Article 56. Preparation of construction sites

1. Where the State reclaims land in accordance with the law on land, the competent state authority shall be responsible for reclaiming the land, compensating, and clearing the site before allocating land or leasing it to the investor.

The reclamation of land and compensation, clearance of the site shall be carried out in accordance with the law on land.

2. Where the investor leases land from land users who have been allocated land or leased land by the State, the investor shall be responsible for organizing the compensation and clearance of the site themselves.

Where the investor has agreed with the land user on compensation and clearance of the site but the land user fails to fulfill the obligations as agreed, the People's Committee of the competent authority where the project is located shall organize the clearance of the site before handing over the site to the investor in accordance with the law.

3. For investment projects in compliance with approved land use plans, the investor may acquire land use rights through transfer, lease, or contribution of land use rights from economic organizations, households, or individuals in accordance with the law on land without having to go through the land reclamation procedure.

Article 57. Implementation of investment projects involving resource exploitation and utilization

Investment projects involving resource exploitation and utilization must comply with the laws on resources and minerals.

Article 58. Implementation of investment projects involving construction

1. For investment projects involving construction, the preparation, review, and approval of technical designs, budgets, and total budgets shall be carried out in accordance with the law on construction.

2. The investor shall be responsible for the quality of the works and environmental protection.

Article 59. Inspection of machinery and equipment

The investor shall be responsible for inspecting the value and quality of imported machinery and equipment to create fixed assets and implement investment projects.

Article 60. Consumption of products in the domestic market

1. Investors may directly or through agents sell products in Vietnam without being limited by sales areas and can act as agents to sell products for other organizations and individuals producing similar products in Vietnam.

2. Investors shall independently determine the selling price of goods and services they produce or supply; in cases where goods and services are subject to government price control, the selling price shall be implemented within the price range announced by the competent state management agency.

Article 61. Foreign currency accounts and Vietnamese dong accounts

1. Investors may open foreign currency accounts and Vietnamese dong accounts at banks permitted to operate in Vietnam. With the approval of the State Bank of Vietnam, investors may also open accounts at foreign banks.

2. The opening, use, and closure of accounts at domestic and foreign banks shall be carried out in accordance with the regulations of the State Bank of Vietnam.

Article 62. Insurance

Investors shall implement insurance for assets and other insurances based on insurance contracts signed with insurance businesses operating in Vietnam in accordance with the law on insurance.

Article 63. Responsibilities of the Ministry of Science and Technology Hiring management organizations

1. The investor may engage a management organization to manage the investment and business operations of the project in fields requiring specialized management skills and high expertise.

2. The investor shall be responsible for all activities of the management organization before Vietnamese law regarding issues related to management activities recorded in the contract.

3. The management organization shall be responsible to the investor for investment management and business operations of the investment project; must comply with Vietnamese law during the performance of their rights and obligations as stipulated in the contract; shall be responsible before Vietnamese law for its activities outside the scope of the contract.

Article 64. Suspension of the project, revocation of the Investment Certificate

1. When suspending the investment project, the investor must notify the state management agency to obtain confirmation as the basis for considering exemption or reduction of land rental fees during the suspension period of the project.

2. If twelve months have passed since the issuance of the Investment Certificate and the investor has not commenced or is unable to implement the project according to the committed schedule without legitimate reasons, the Investment Certificate will be revoked.

Article 65. Termination of the investment project's operations

The termination of the investment project's operations shall be carried out in one of the following cases:

1. Expiration of the operating term stated in the Investment Certificate;

2. In accordance with the conditions for terminating operations as specified in the contract, the Company Charter, or agreements and commitments of investors regarding the implementation schedule of the project;

3. The investor decides to terminate the project's operations;

4. Termination of operations pursuant to a decision of the state management agency or court judgment, arbitration award due to violation of the law.

Article 66. State Guarantee for Certain Projects and Works

Based on the principles prescribed in this Law, the Government shall decide on important investment projects and determine the guarantee for loan capital, provision of raw materials, product consumption, payment, and other performance guarantees under the contract; designate the competent state agency to implement the guarantee.

Chapter VII

STATE INVESTMENT AND BUSINESS WITH STATE CAPITAL

Article 67. Management of State Investment and Business

1. State investment and business must be consistent with the strategy, planning, and development plan for socio-economic development in each period.

2. State investment and business must achieve the objectives and be effective, ensuring appropriate management methods for each source of capital and type of investment project, with the investment process being conducted openly and transparently.

3. The use of state capital for investment or joint ventures, joint operations with other economic sectors as prescribed by law must be approved by the competent state investment authority.

4. Clearly define the responsibilities and rights of agencies, organizations, and individuals at each stage of the investment process; implement the division and decentralization of state management over investment and business using state capital.

5. Conduct investment in accordance with the law, on schedule, ensuring quality, preventing dispersion, waste, loss, and closure.

Article 68. State Investment and Business in Economic Organizations

1. State investment capital from the state budget into economic organizations shall be implemented through the State Capital Investment Corporation.

2. The State Capital Investment Corporation operates in accordance with laws on state-owned enterprises and other relevant laws; implements the rights of the representative owner of state capital at limited liability companies, joint stock companies with two or more shareholders, and joint stock companies converted from independent state-owned enterprises or newly established.

3. The Government shall specify the organization and operation of the State Capital Investment Corporation.

Article 69. State Investment in Public Welfare Activities

1. The State invests in the production and supply of public welfare products and services through planned allocation, orders, or bidding.

2. Organizations and individuals from all economic sectors are equally entitled to participate in the production and supply of public welfare products and services, except in special cases prescribed by the Government.

The Government shall issue policies supporting public welfare activities and a list of public welfare products and services.

Article 70. Investment with State Development Credit Funds

1. The objects eligible to use state development credit funds are investment projects in key industries and fields, large-scale economic programs with social and economic benefits, and the ability to repay loans.

Investment projects borrowing state development credit funds must be reviewed and approved by the lending institution for financial plans and loan repayment plans before making an investment decision.

2. The Government shall specify detailed policies supporting investment from state development credit funds, the list of eligible borrowers, and credit conditions in each period.

Article 71. Organizations and individuals entrusted with managing state-funded investment projects

Organizations and individuals entrusted with representing state ownership capital shall be responsible for preserving, developing, and effectively utilizing the capital.

Organizations and individuals directly representing state ownership capital and state shares in enterprises shall perform their duties and operate in accordance with laws on the management and utilization of state capital and the Enterprise Law.

Article 72. Modification of Project Content, Suspension, Termination, or Revocation of Investment Projects

1. In the case of modifying the content of an investment project, the project sponsor must clearly explain the reasons and modifications to the competent state investment authority for review and decision; if the project is already underway, the sponsor must submit a report evaluating the project.

2. After obtaining written approval from the competent state authority to modify the project content, the sponsor may establish, organize reviews, and submit the project for approval in accordance with regulations.

3. Investment projects shall be suspended, terminated, or revoked in the following cases:

a) Within twelve months from the date of the investment decision, the sponsor does not commence the project without written approval from the competent authority;

b) Changing the project's objectives without written permission from the competent authority.

4. The competent authority deciding to postpone, suspend, or cancel an investment project must clearly specify the reasons and bear legal responsibility for its decision.

Article 73. Selection of contractors for implementation of the project

Investment projects using state capital must conduct bidding to select contractors providing consulting services, purchasing goods, and construction works for the project in accordance with the provisions of the Law on Bidding.

Chapter VIII

INVESTMENT ABROAD

Article 74. Overseas investment

1. Investors may invest abroad in accordance with the laws of Vietnam and the receiving country.

2. The State creates favorable conditions for overseas investment activities and protects the legitimate interests of Vietnamese investors abroad in accordance with international treaties to which the Socialist Republic of Vietnam is a party.

3. The State creates favorable conditions for investors to access credit sources on an equal basis without discrimination among different economic sectors; guarantees loans for investment projects abroad in special fields encouraged for investment.

Article 75. Fields Encouraged and Prohibited for Overseas Investment

1. The Vietnamese State encourages economic organizations in Vietnam to invest abroad in fields that export a large number of laborers; effectively utilize traditional industries of Vietnam; expand markets, exploit natural resources in the investing country; increase export capacity, earn foreign currency.

2. The Vietnamese State does not grant permission for investment abroad for projects that harm national secrets, national security, defense, history, culture, and social customs of Vietnam.

Article 76. Conditions for Investment Abroad

1. To be eligible for direct investment abroad, investors must meet the following conditions:

a) Having an investment project abroad;

b) Fulfilling all financial obligations to the Vietnamese State;

c) Receiving an Investment Certificate from the competent state management agency.

2. Indirect investment abroad must comply with the provisions of the laws on banking, securities, and other relevant laws.

3. Using state funds for investment abroad must comply with the regulations on managing and utilizing state funds.

Article 77. Rights of Investors Abroad

1. Transfer investment capital in the form of money and other lawful assets abroad to implement investments in accordance with the law on foreign exchange management after the investment project has been approved by the competent authority of the investing country or territory.

2. Enjoy investment incentives as prescribed by law.

3. Hire Vietnamese workers to work at production and business establishments established by the investor abroad.

Article 78. Obligations of Investors Abroad

1. Comply with the laws of the receiving country.

2. Repatriate profits and income from overseas investments to Vietnam in accordance with the law.

3. Regularly report on financial status and investment activities abroad.

4. Fully fulfill financial obligations to the Vietnamese State.

5. Upon completion of investment abroad, transfer all capital, lawful assets back to Vietnam in accordance with the law.

6. In cases where the investor has not repatriated capital, assets, profits, and income from overseas investments as stipulated in Clause 2 and Clause 5 of this Article, such actions require the approval of the competent state authority.

Article 79. Procedures for Investment Abroad

1. An overseas investment project includes:

a) A registered investment project is a project with an investment capital under fifteen billion Vietnamese dong;

b) A reviewed investment project is a project with an investment capital of fifteen billion Vietnamese dong or more.

2. Registration and review procedures are as follows:

a) For registered investment projects, investors register according to the model at the state management agency to obtain an Investment Certificate;

b) For reviewed investment projects, investors submit documents according to the model at the state management agency for review to obtain an Investment Certificate.

The Government shall provide detailed regulations on fields encouraged, prohibited, and restricted for overseas investment; conditions for investment, preferential policies for overseas investment projects; procedures, management, and oversight of overseas investment activities.

Chapter IX

STATE MANAGEMENT OF INVESTMENT

Article 80. Contents of State Management of Investment

1. Formulating and directing the implementation of strategies, plans, policies on investment development.

2. Issuing and organizing the implementation of legal normative documents on investment.

3. Guiding and supporting investors in implementing investment projects and resolving difficulties and requirements of investors.

4. Issuing and revoking Investment Certificates.

5. Guiding, evaluating investment effectiveness, inspecting, auditing, and supervising investment activities; resolving complaints, accusations, rewarding, and punishing violations in investment activities.

6. Organizing training activities related to investment.

7. Organizing investment promotion activities.

Article 81. Responsibilities for State Management of Investment

1. The Government uniformly manages state investment throughout the country.

2. The Ministry of Planning and Investment is responsible before the Government for managing state investment activities.

3. Ministries and agencies equivalent to ministries within their respective duties and powers are responsible for managing state investment in assigned fields.

4. People's Committees at all levels are responsible for managing state investment in their jurisdictions in accordance with the delegation of the Government.

Article 82. Investment Management According to Planning

1. The Government shall prescribe the organization of planning formulation and approval in accordance with the law on planning.

2. Investment projects must comply with infrastructure and technical structure planning, land use planning, construction planning, mineral resource utilization planning, and other resource utilization planning.

Regional planning, sectoral planning, product planning must be consistent with investment incentive fields, investment incentive areas, conditional investment fields, and prohibited investment fields as stipulated in Articles 27, 28, 29, and 30 of this Law and serve as guidance for investors to choose and decide on investment.

3. The competent state authority on planning shall have the responsibility to publicly announce relevant plans affecting investment activities through mass media.

4. For investment projects not included in the planning schemes specified in this Article, the state agency managing investment shall be responsible for coordinating with the competent state management agencies on planning to respond to investors within thirty days from the date the investor makes a request.

Article 83. Promotion of Investment

1. The activities of investment promotion by state agencies at all levels shall be carried out in accordance with the provisions of the Government.

2. The funds for investment promotion activities of state agencies shall be allocated from the state budget.

Article 84. Monitoring and Evaluation of Investment Activities

1. State agencies managing investment at all levels shall organize monitoring, evaluation, and reporting on investment activities in accordance with the provisions of the law.

2. The contents of monitoring and evaluating investment include:

a) The issuance of guiding documents pursuant to the authority and implementation of legal provisions on investment;

b) The situation of implementing investment projects in accordance with the Investment Certificate;

c) The results of national investment, ministries, sectors, localities, and investment projects according to the分级授权;

d) Reporting to the competent state management agency at the same level and the higher-level state investment management agency about the results of investment evaluation, proposing measures to address difficulties and violations of investment laws.

Article 85. Inspection of Investment Activities

1. The inspection of investment has the following tasks:

a) Inspecting the implementation of laws and policies on investment;

b) Detecting, preventing, and handling violations of investment laws within their authority or recommending competent state agencies to handle such violations;

c) Investigating and recommending competent state agencies to resolve complaints and reports regarding investment.

2. The organization and operation of investment inspection shall be conducted in accordance with the law on inspection.

Article 86. Complaints, reports, lawsuits

1. Individuals have the right to file complaints, reports, and lawsuits; organizations have the right to file complaints and lawsuits in accordance with the law. Complaints, reports, lawsuits, and their resolution in investment activities shall be carried out in accordance with the law.

2. During the complaint, report, or lawsuit period, organizations and individuals must still comply with administrative decisions of competent state management agencies on investment. When there is a decision resolving complaints and reports of competent state management agencies on investment or a judgment that has taken legal effect, they shall comply with such decisions or judgments.

3. Competent state management agencies on investment at all levels shall be responsible for resolving complaints and reports of organizations and individuals within their jurisdiction; if they receive complaints and reports outside their jurisdiction, they shall promptly transfer them to the competent agencies or organizations for resolution and notify the complainants or reporters in writing.

Article 87. Handling Violations

1. Persons who violate this Law and other relevant legal provisions concerning investment activities shall be subject to disciplinary action, administrative penalties, or criminal prosecution depending on the nature and severity of the violation; if damage is caused, compensation shall be provided in accordance with the law.

2. Persons who abuse their positions or powers to obstruct investment activities; engage in harassment or causing inconvenience to investors; fail to timely address investors' requests as stipulated; or fail to perform other duties prescribed by law shall be subject to disciplinary action, administrative penalties, or criminal prosecution depending on the nature and severity of the violation.

Chapter X

IMPLEMENTING PROVISIONS

Article 88. Application of this Law to investment projects being implemented before this Law comes into effect

1. Foreign-invested projects that have been granted Investment License before this Law comes into effect shall not be required to go through procedures for reissuing Investment Registration Certificate. In case investors wish to re-register investment according to the Investment Law, they shall proceed with the procedure for changing to a new Investment Registration Certificate.

2. Domestic investment projects that have been carried out before this Law comes into effect shall not be required to go through investment registration or investment examination procedures; in case investors require an Investment Registration Certificate, they shall register with the competent state management agency for investment.

Article 89. Effectiveness

This Law shall take effect from July 1, 2006.

This Law replaces the Law on Foreign Investment in Vietnam 1996, the Law Amending and Supplementing Certain Provisions of the Foreign Investment Law 2000, and the Law on Encouraging Domestic Investment 1998.

The Government shall provide detailed regulations and guidance for the implementation of this Law./.

This Law was passed by the National Assembly of the Socialist Republic of Vietnam, the eleventh session, eighth meeting, on November 29, 2005.