Investment Law No. 67/2014/QH13

LAW

Investment

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On the basis of the Constitution of the Socialist Republic of Vietnam;

The National Assembly enacts the Investment Law.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Law regulates business investment activities within Vietnam and business investment activities from Vietnam to foreign countries.

Article 2. Applicability

This Law applies to investors and organizations and individuals related to business investment activities.

Article 3. Explanation of Terms

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

1. The investment registration agency is the authority with the power to issue, adjust, and revoke the Investment Registration Certificate.

2. An investment project is a set of proposals for medium-term or long-term capital investment to carry out business investment activities in a specific area over a defined period of time.

3. An expanded investment project is an investment project that develops an ongoing business investment activity by expanding its scale, increasing capacity, modernizing technology, reducing pollution, or improving the environment.

4. A new investment project is an initial project or an independent project carried out alongside an ongoing business investment activity.

5. Business investment is the act of an investor investing capital to conduct business operations through establishing an economic organization; contributing capital, purchasing shares, or equity interests in an economic organization; investing under a contract form or implementing an investment project.

6. The Investment Registration Certificate is a document or electronic record containing information registered by the investor regarding the investment project.

7. The national investment information system is a specialized information system for monitoring, evaluating, and analyzing investment conditions nationwide to serve state management work and support investors in conducting business investment activities.

8. A public-private partnership (PPP) investment contract (hereinafter referred to as the PPP contract) is a contract signed between the competent state agency and the investor, project enterprise to implement an investment project as stipulated in Article 27 of this Law.

9. A joint venture contract (hereinafter referred to as the BCC contract) is a contract signed among investors to cooperate in business operations and share profits or products without establishing an economic organization.

10. An export processing zone is an industrial park specializing in producing goods for export, providing services for producing export goods, and carrying out export activities.

11. An industrial park is a geographic area with defined boundaries specializing in producing industrial goods and providing services for industrial production.

12. An economic zone is a geographic area with defined boundaries comprising multiple functional zones established to achieve objectives of attracting investment, developing the economy and society, and protecting national defense and security.

13. An investor is an organization or individual conducting business investment activities, including domestic investors, foreign investors, and economic organizations with foreign investment capital.

14. A foreign investor is an individual with foreign nationality or an organization established under foreign law conducting business investment activities in Vietnam.

15. A domestic investor is an individual with Vietnamese nationality or an economic organization without foreign investors as members or shareholders.

16. An economic organization is an entity established and operating in accordance with Vietnamese law, including enterprises, cooperatives, cooperative federations, and other entities conducting business investment activities.

17. An economic organization with foreign investment capital is an economic organization with foreign investors as members or shareholders.

18. Investment capital is money and other assets used to carry out business investment activities.

Article 4. Application of the Investment Law, related laws, and international treaties

1. Business investment activities on the territory of Vietnam must comply with the provisions of this Law and other relevant laws.

2. In cases where there are different provisions between this Law and other laws regarding prohibited business sectors, conditional business sectors, investment procedures, and investment processes, the provisions of this Law shall be implemented, except for the investment procedures stipulated in the Securities Law, the Law on Credit Institutions, the Insurance Business Law, and the Petroleum Law.

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 contracts in which at least one party is a foreign investor or an economic organization as defined in Clause 1, Article 23 of this Law, the parties may agree in the contract to apply foreign law or international investment customs if such agreement does not contravene Vietnamese law.

Article 5. Policy on business investment

1. Investors have the right to carry out investment business activities in sectors and occupations that this Law does not prohibit.

2. Investors have the autonomy to decide on investment business activities according to the provisions of this Law and other relevant laws; they can access and utilize credit funds, support funds, land, and other resources as prescribed by law.

3. The State recognizes and protects investors' property rights, capital investments, income, and other legitimate rights and interests.

4. The State treats all investors equally; it has policies to encourage and create favorable conditions for investors to conduct investment business activities and develop sustainable economic sectors.

5. The State respects and implements international treaties related to business investment to which the Socialist Republic of Vietnam is a member.

Article 6. Prohibited business investment sectors

1. The following business investment activities are prohibited:

a) Trading in narcotic substances as specified in Appendix 1 of this Law;

b) Trading in chemical types and minerals as specified in Appendix 2 of this Law;

c) Trading in specimens of wild plants and animals as specified in Appendix 1 of the Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of endangered and precious wild animals and plants Group I of natural origin as specified in Appendix 3 of this Law;

d) Prostitution;

đ) Buying and selling people, organs, and body parts of people;

e) Business activities related to human asexual reproduction.

2. The production and use of products specified in points a, b, and c of Clause 1 of this Article for analysis, testing, scientific research, healthcare, pharmaceutical production, criminal investigation, national defense, and security shall be carried out in accordance with the Government's regulations.

Article 7. Conditional business investment sectors

1. Conditional business investment sectors are those where conducting business investment activities must meet certain conditions due to reasons of national defense, national security, social order and safety, social morality, and public health.

2. The list of conditional business investment sectors is specified in Appendix 4 of this Law.

3. Investment conditions for sectors specified in Clause 2 of this Article are prescribed in laws, ordinances, decrees, and international treaties to which the Socialist Republic of Vietnam is a member. Ministries, agencies at the level of ministries, People's Councils, People's Committees at all levels, and other organizations and individuals are not allowed to issue regulations on investment conditions.

4. Investment conditions must be prescribed in accordance with the objectives set forth in Clause 1 of this Article and must ensure transparency, objectivity, and minimize the time and costs for investors to comply.

5. Conditional business investment sectors and investment conditions for these sectors must be published on the National Enterprise Registration Portal.

6. The Government shall provide detailed regulations on the publication and control of investment conditions.

Article 8. Amending and Supplementing Prohibited Investment and Business Industries, List of Conditional Investment and Business Industries

Based on economic and social conditions and management requirements at each period, the Government shall review prohibited investment and business industries, the list of conditional investment and business industries, and submit to the National Assembly for amending and supplementing Articles 6 and 7 of this Law through a simplified procedure.

Chapter II

INVESTMENT GUARANTEES

Article 9. Ensuring Property Rights

1. The lawful property of investors shall not be nationalized or confiscated by administrative measures.

2. In cases where the State purchases or requisitions property for reasons of national defense, security, or national interest, emergency situations, disaster prevention, and control, investors shall be compensated according to the laws on purchasing and requisitioning property and other relevant laws.

Article 10. Ensuring Investment and Business Activities

1. The State shall not compel investors to comply with the following requirements:

a) Prioritize the purchase and use of domestic goods and services or must purchase and use goods and services from domestic producers or service providers;

b) Export goods or services at a certain ratio; limit the quantity, value, types of exported goods and services, or produced and supplied domestically;

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 localization rate for domestically produced goods;

đ) Achieve a certain level or value in domestic research and development activities;

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

g) Establish headquarters at locations as required by competent state authorities.

2. Based on economic and social development orientations, foreign exchange management policies, and the ability to balance foreign currency in each period, the Prime Minister decides to ensure the fulfillment of foreign currency needs for investment projects under the investment policy approval authority of the National Assembly, the Prime Minister, and other important infrastructure development projects.

Article 11. Ensuring the Transfer of Foreign Investors' Assets Abroad

After fulfilling all financial obligations to the Socialist Republic of Vietnam as stipulated by law, foreign investors may transfer abroad the following assets:

1. Investment capital, liquidation proceeds;

2. Income from investment and business activities;

3. Money and other lawful assets of the investor.

Article 12. Government Guarantees for Certain Important Projects

1. The Prime Minister decides on the guarantee of the performance obligation of state agencies or state enterprises participating in investment projects under the investment policy approval authority of the National Assembly, the Prime Minister, and other important infrastructure development projects.

2. The Government shall provide detailed regulations for this Article.

Article 13. Ensuring Investment and Business in Cases of Legal Changes

1. If a new legal document provides more favorable investment incentives than those currently enjoyed by the investor, the investor shall enjoy the investment incentives provided by the new legal document for the remaining duration of the project's incentive period.

2. If a new legal document provides less favorable investment incentives than those previously enjoyed by the investor, the investor shall continue to apply the previous investment incentives for the remaining duration of the project's incentive period.

3. The provisions of Clause 2 of this Article shall not apply in cases where changes to legal documents are made due to reasons of national defense, national security, public order, social safety, social morality, community health, and environmental protection.

4. If the investor does not continue to apply the previous investment incentives as provided in Clause 3 of this Article, they may be considered for resolution through one or several of the following measures:

a) Deduct actual losses of the investor from taxable income;

b) Adjust the project's operational objectives;

c) Assist the investor in mitigating losses.

5. For the investment assurance measures provided in Clause 4 of this Article, the investor must make a written request within three years from the date the new legal document takes effect.

Article 14. Resolution of Disputes in Business Investment Activities

1. Disputes related to business investment activities in Vietnam shall be resolved through negotiation and mediation. In cases where negotiation and mediation fail, disputes shall be resolved through arbitration or court in accordance with the provisions of Clauses 2, 3, and 4 of this Article.

2. Disputes between domestic investors, economic organizations with foreign invested capital, or between domestic investors, economic organizations with foreign invested capital and state agencies with competent authority related to business investment activities on the territory of Vietnam shall be resolved through Vietnamese arbitration or Vietnamese courts, except for cases provided for in Clause 3 of this Article.

3. Disputes between investors, at least one of whom is a foreign investor or an economic organization as stipulated in Clause 1 of Article 23 of this Law, shall be resolved through one of the following agencies or organizations:

a) Vietnamese courts;

b) Vietnamese arbitration;

c) Foreign arbitration;

d) International arbitration;

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

4. Disputes between foreign investors and state agencies with competent authority related to business investment activities on the territory of Vietnam shall be resolved through Vietnamese arbitration or Vietnamese courts, except for cases where there are other agreements according to contracts or international treaties to which the Socialist Republic of Vietnam is a member.

Chapter III

INVESTMENT INCENTIVES AND SUPPORT

Section 1

INVESTMENT INCENTIVES

Article 15. Forms and Subjects of Application of Investment Incentives

1. Forms of application of investment incentives:

a) Applying a lower corporate income tax rate than the general rate for a limited period or throughout the entire implementation period of the investment project; exemption or reduction of corporate income tax;

b) Exemption from import duties on goods imported for fixed asset formation; raw materials, components, parts for implementing the investment project;

c) Exemption or reduction of land rental fees, land use fees, land use tax.

2. Subjects eligible for investment incentives:

a) Investment projects in industries and businesses entitled to investment incentives as stipulated in Clause 1 of Article 16 of this Law;

b) Investment projects in areas entitled to investment incentives as stipulated in Clause 2 of Article 16 of this Law;

c) Investment projects with a capital scale of VND 60,000 billion or more, with a minimum disbursement of VND 60,000 billion within three years from the date of issuance of the Certificate of Investment Registration or the Decision on Investment Orientation;

d) Investment projects in rural areas employing 500 workers or more;

đ) High-tech enterprises, science and technology enterprises, scientific and technological organizations.

3. Investment incentives shall apply to new investment projects and expanded investment projects. The specific level of incentives for each type of investment incentive shall be applied in accordance with the laws on taxation and the laws on land.

4. Investment incentives for the subjects specified in Points b, c, and d of Clause 2 of this Article shall not apply to mining projects; production and trading of goods and services subject to special consumption taxes under the Special Consumption Tax Law, except for automobile production.

Article 16. Industries and Businesses Entitled to Investment Incentives and Areas Entitled to Investment Incentives

a) High-tech activities, high-tech supporting industrial products; research and development activities;

b) Production of new materials, new energy, clean energy, renewable energy; production of products with added value of 30% or more, energy-saving products;

c) Production of electronic products, key mechanical products, agricultural machinery, automobiles, automobile parts; shipbuilding;

d) Production of supporting industrial products for the textile, footwear, and leather industries, and products specified in Point c of this Clause;

đ) Production of information technology products, software, digital content;

e) Cultivation, processing of agricultural, forestry, and aquatic products; planting and protecting forests; salt production; marine product exploitation and fishery support services; production of crop and livestock seeds, biotechnology products;

g) Collection, treatment, recycling, or reuse of waste;

h) Development and operation, management of infrastructure works; public passenger transport development in urban areas;

i) Preschool education, general education, vocational education;

k) Medical examination and treatment; pharmaceutical production, drug raw material production, essential drugs, drugs for preventing and treating social diseases, vaccines, medical products, traditional medicine drugs, Chinese medicine drugs; scientific research on drug formulation technology and biotechnology for new drug production;

l) Investment in sports training and competition facilities for people with disabilities or professionals; protection and promotion of cultural heritage values;

m) Investment in geriatric centers, mental health centers, centers for patients exposed to Agent Orange; centers for elderly care, disabled care, orphan care, and street children care;

n) People's credit funds, microfinance organizations.

2. Areas entitled to investment incentives:

a) Areas with difficult socio-economic conditions, areas with extremely difficult socio-economic conditions;

b) Industrial zones, export processing zones, high-tech zones, economic zones.

3. Based on the industries and businesses and areas entitled to investment incentives as stipulated in Clauses 1 and 2 of this Article, the Government shall issue, amend, and supplement the List of Industries and Businesses Entitled to Investment Incentives and the List of Areas Entitled to Investment Incentives.

Article 17. Investment Incentive Application Procedures

1. For projects that have been issued an Investment Registration Certificate, the investment registration agency shall record the content of investment incentives, basis, and conditions for applying investment incentives on the Investment Registration Certificate.

2. For projects not falling under the issuance of an Investment Registration Certificate, investors may enjoy investment incentives if they meet the conditions for enjoying such incentives without having to go through the procedure for issuing an Investment Registration Certificate. In this case, investors shall rely on the conditions for enjoying investment incentives stipulated in Articles 15 and 16 of this Law and other relevant laws to self-determine investment incentives and proceed with the procedures to enjoy investment incentives at the tax authority, financial authority, and customs office corresponding to each type of investment incentive.

Article 18. Expansion of Investment Incentives

The Government shall submit to the National Assembly for decision on the application of investment incentives different from those prescribed in this Law and other laws in cases where it is necessary to encourage the development of a particularly important industry or special administrative-economic zones.

Section 2

INVESTMENT SUPPORT

Article 19. Forms of Investment Support

1. Forms of investment support include:

a) Supporting the development of technical infrastructure systems and social infrastructure inside and outside the project boundary;

b) Supporting training and human resource development;

c) Credit support;

d) Supporting access to production and business premises; supporting the relocation of production facilities out of urban areas;

đ) Supporting science and technology, technology transfer;

e) Supporting market development and information provision;

g) Supporting research and development.

Article 20. Support for the Development of Industrial Park Infrastructure Systems, Export Processing Zones, High-Tech Zones, and Economic Zones

2. The State shall provide partial funding for the development of synchronized technical infrastructure systems and social infrastructure inside and outside the boundaries of industrial parks in economically and socially disadvantaged areas or extremely disadvantaged areas from the state budget and preferential credit capital.

3. The State shall provide partial funding for the development of technical infrastructure systems and social infrastructure within economic zones and high-tech zones from the state budget, preferential credit capital, and other capital mobilization methods.

1. Based on the overall planning for the development of industrial zones, high-tech zones, and economic zones that have been approved by competent authorities, the People's Committee of the province shall establish plans and allocate land funds to develop housing and public utility facilities for workers employed in industrial zones, high-tech zones, and economic zones.

2. For localities facing difficulties in allocating land funds to develop housing and public utility facilities for workers in industrial zones, the competent state authority shall decide to adjust the planning of industrial zones to reserve a portion of the land area for developing housing and public utility facilities.

Chapter IV

FOREIGN INVESTMENT ACTIVITIES IN VIETNAM

Section 1

FORMS OF INVESTMENT

Article 22. Establishment of Economic Organizations

1. Investors are entitled to establish economic organizations in accordance with the provisions of the law. Prior to establishing an economic organization, foreign investors must have an investment project, complete the procedures for obtaining an Investment Registration Certificate in accordance with Article 37 of this Law, and must meet the following conditions:

a) The proportion of charter capital ownership as stipulated in Clause 3 of this Article;

b) Forms of investment, scope of operation, Vietnamese partners participating in implementing the investment activities, and other conditions as prescribed by international treaties to which the Socialist Republic of Vietnam is a member.

2. Foreign investors implement investment projects through economic organizations established in accordance with the provisions of Clause 1 of this Article, except in cases of investment in the form of contributing capital, purchasing shares, equity contributions, or investment under a contract.

3. Foreign investors are allowed unlimited ownership of charter capital in economic organizations, except in the following cases:

a) The proportion of foreign investor ownership in listed companies, public companies, securities trading organizations, and securities investment funds as prescribed by the Securities Law;

b) The proportion of foreign investor ownership in state-owned enterprises undergoing shareholding reform or ownership conversion according to the regulations of the Law on Shareholding Reform and State-Owned Enterprise Transformation;

c) The proportion of foreign investor ownership not covered by points a and b of this clause shall be implemented in accordance with other relevant laws and international treaties to which the Socialist Republic of Vietnam is a member.

Article 23. Implementation of Investment Activities by Economic Organizations with Foreign Investment Capital

1. Economic organizations must comply with investment conditions and procedures prescribed for foreign investors when establishing economic organizations; investing in capital contribution, purchasing shares, or equity contributions of economic organizations; and investing under a BOT contract in one of the following cases:

a) A foreign investor holding 51% or more of the charter capital or having a majority of general partners being foreigners in a partnership economic organization;

b) An economic organization specified in point a of this clause holding 51% or more of the charter capital;

c) A foreign investor and an economic organization specified in point a of this clause holding 51% or more of the charter capital.

2. Economic organizations with foreign investment capital not falling under the cases specified in points a, b, and c of Clause 1 of this Article shall comply with investment conditions and procedures prescribed for domestic investors when establishing economic organizations; investing in the form of capital contribution, purchasing shares, or equity contributions of economic organizations; and investing under a BOT contract.

3. Economic organizations with foreign investment capital already established in Vietnam, if they have new investment projects, may proceed with the procedures to implement such investment projects without necessarily establishing new economic organizations.

4. The Government shall provide detailed regulations on the procedures and formalities for establishing economic organizations to implement foreign investors' investment projects and economic organizations with foreign investment capital.

Article 24. Investment in the form of capital contribution, purchase of shares, or equity participation in economic organizations

1. Investors have the right to contribute capital, purchase shares, or participate in equity in economic organizations.

2. Foreign investors investing in the form of capital contribution, purchase of shares, or equity participation in economic organizations shall comply with the provisions set forth in Articles 25 and 26 of this Law.

Article 25. Forms and conditions for capital contribution, purchase of shares, or equity participation in economic organizations

1. Foreign investors may contribute capital to economic organizations in the following forms:

a) Purchase of initial issued shares or additional issued shares of joint-stock companies;

b) Contribution of capital to limited liability companies or partnerships;

c) Contribution of capital to other economic organizations not covered by the cases specified in points a and b of this clause.

2. Foreign investors may purchase shares or equity participation in economic organizations in the following forms:

a) Purchase of shares of joint-stock companies from the company or shareholders;

b) Purchase of equity participation of members of limited liability companies to become members of limited liability companies;

c) Purchase of equity participation of contributing members in partnerships to become contributing members of partnerships;

d) Purchase of equity participation of members of other economic organizations not covered by the cases specified in points a, b, and c of this clause.

3. The foreign investor's capital contribution, purchase of shares, or equity participation in the forms prescribed in clauses 1 and 2 of this Article must meet the conditions stipulated in points a and b of clause 1 of Article 22 of this Law.

Article 26. Procedures for investment in the form of capital contribution, purchase of shares, or equity participation

1. Investors shall carry out registration procedures for capital contribution, purchase of shares, or equity participation in economic organizations in the following cases:

a) Foreign investors contribute capital, purchase shares, or participate in equity in economic organizations operating in industries or businesses subject to conditional investment and business regulations applicable to foreign investors;

b) Capital contribution, purchase of shares, or equity participation leads to foreign investors or economic organizations specified in clause 1 of Article 23 of this Law holding 51% or more of the charter capital of the economic organization.

2. Registration documents for capital contribution, purchase of shares, or equity participation:

a) A registration document for capital contribution, purchase of shares, or equity participation containing the following information: details about the economic organization in which the foreign investor intends to contribute capital, purchase shares, or participate in equity; the proportion of the charter capital owned by the foreign investor after contributing capital, purchasing shares, or participating in equity in the economic organization;

b) A copy of the identity card, citizen identification card, or passport for individual investors; a copy of the Certificate of Establishment or equivalent document confirming the legal status for organizational investors.

3. Registration procedures for capital contribution, purchase of shares, or equity participation:

a) Investors submit the documents specified in clause 2 of this Article at the Department of Planning and Investment where the economic organization has its main office;

b) In cases where the foreign investor's capital contribution, purchase of shares, or equity participation meets the conditions stipulated in points a and b of clause 1 of Article 22 of this Law, the Department of Planning and Investment shall notify the investor in writing within 15 days from the date of receipt of all documents so that the investor can proceed with the procedures to change shareholders or members in accordance with the law. If the conditions are not met, the Department of Planning and Investment shall notify the investor in writing and specify the reasons.

4. Investors not falling under the case specified in clause 1 of this Article shall proceed with the procedures to change shareholders or members in accordance with the law when contributing capital, purchasing shares, or participating in equity in economic organizations. In cases where there is a need to register capital contribution, purchase of shares, or equity participation in economic organizations, investors shall follow the provisions set forth in clause 3 of this Article.

Article 27. Investment under PPP Contract Form

1. Investors and project enterprises shall enter into a PPP contract with competent state agencies to implement new construction projects, renovation, expansion, management, and operation of infrastructure works or provision of public services.

2. The Government shall provide detailed regulations on sectors, conditions, and procedures for investment projects implemented under the PPP contract form.

Article 28. Investment under BCC Contract Form

1. The BCC contract shall be concluded between domestic investors in accordance with civil law provisions.

2. The BCC contract shall be concluded between domestic investors and foreign investors or among foreign investors who have completed the investment registration certificate issuance procedures as stipulated in Article 37 of this Law.

3. Parties participating in the BCC contract shall establish a coordination board to implement the BCC contract. The functions, tasks, and authorities of the coordination board shall be agreed upon by the parties.

Article 29. Contents of the BCC Contract

1. The BCC contract shall include the following main contents:

a) Name, address, and authorized representative of the parties to the contract; transaction address or project implementation location;

b) Objectives and scope of business investment activities;

c) Contributions of the parties to the contract and distribution of investment business results among the parties;

d) Progress and time limit for implementing the contract;

đ) Rights and obligations of the parties to the contract;

e) Amending, transferring, or terminating the contract;

g) Liability for breach of contract and dispute resolution methods.

2. During the implementation of the BCC contract, the parties to the contract may agree to use assets formed from joint business operations to establish an enterprise in accordance with the law on enterprises.

3. The parties to the BCC contract may agree on other contents that do not contravene the law.

Section 2

PROCEDURES FOR INVESTMENT POLICY DECISION

Article 30. Authority to Decide on Investment Policy of the National Assembly

Except for projects within the authority of the National Assembly to decide on investment policy according to the law on public investment, the National Assembly shall decide on investment policy for the following projects:

1. Projects significantly affecting the environment or potentially seriously impacting the environment, including:

a) Nuclear power plants;

b) Changing the purpose of using land in national parks, nature reserves, scenic protection areas, scientific research forests, experimental forests of 50 hectares or more; upstream protective forests of 50 hectares or more; windbreak, sand barrier, wave barrier, sea encroachment prevention, and environmental protection forests of 500 hectares or more; production forests of 1,000 hectares or more;

2. Using land requiring conversion of rice cultivation purposes for two or more crops with a scale of 500 hectares or more;

3. Resettlement of displaced persons from 20,000 people or more in mountainous areas, from 50,000 people or more in other regions;

4. Projects requiring special mechanisms and policies that need to be decided by the National Assembly.

Article 31. Authority to Decide on Investment Policy of the Prime Minister

Except for projects within the authority of the Prime Minister to decide on investment policy of

1. Projects regardless of funding sources falling into any of the following cases:

a) Resettlement of displaced persons from 10,000 people or more in mountainous areas, from 20,000 people or more in other regions;

b) Construction and operation of international airports; air cargo transportation;

c) Construction and operation of national seaports;

d) Exploration, exploitation, and processing of oil and gas;

đ) Business gambling, betting, and casino operations;

e) Production of cigarette sticks;

g) Development of industrial zone, export processing zone, functional area infrastructure within economic zones;

h) Construction and operation of golf courses;

2. Projects not falling into the cases specified in Clause 1 of this Article with an investment capital of 5,000 billion VND or more;

3. Projects of foreign investors in the fields of marine transport business, telecommunications service business with infrastructure networks, forestry planting, publishing, journalism, establishment of scientific and technological organizations, 100% foreign-owned scientific and technological enterprises;

4. Other projects within the authority to decide on investment policy or investment decision of

Article 32. Authority to Decide on Investment Proposals of the Provincial People's Committee

1. Except for projects under the authority of the provincial people's committee to decide on investment proposals according to laws on public investment and projects specified in Articles 30 and 31 of this Law, the provincial people's committee shall decide on investment proposals for the following projects:

a) Projects assigned land or leased land by the State without going through auction or tendering, or receiving transfer; projects requiring change of land use purpose;

b) Projects using technology listed in the Catalogue of Restricted Technology Transfer according to laws on technology transfer.

2. Investment projects specified in point a, Clause 1 of this Article, implemented in industrial parks, export processing zones, high-tech zones, economic zones in accordance with approved planning do not need to be submitted to the provincial people's committee for decision on investment proposals.

Article 33. Documents, Procedures, and Formalities for Deciding on Investment Proposals of the Provincial People's Committee

1. The project investment dossier includes:

a) A document proposing to implement the investment project;

b) A copy of identification card, citizen identification card, or passport for individual investors; a copy of the Certificate of Establishment or other equivalent documents confirming the legal status for organizational investors;

c) Proposal for the investment project including contents such as investor implementing the project, investment objectives, scale of investment, investment capital and funding plan, location, time frame, progress of investment, labor demand, proposal for investment incentives, impact assessment, and economic and social effectiveness of the project;

d) A copy of one of the following documents: financial reports of the investor for the two most recent years; financial support commitment from the parent company; financial support commitment from a financial organization; guarantee regarding the financial capacity of the investor; documentation explaining the financial capacity of the investor;

đ) Proposal for land use needs; in cases where the project does not request the State to assign land, lease land, or permit change of land use purpose, submit a copy of the agreement to lease the site or other documents confirming that the investor has the right to use the site to implement the investment project;

e) Explanation on the use of technology for projects specified in point b, Clause 1 of Article 32 of this Law, including contents such as name of technology, origin of technology, process flow diagram; main technical specifications, condition of use of main machinery, equipment, and production lines;

g) BOT contract for investment projects carried out under the BOT model.

2. Investors submit the dossier prescribed in Clause 1 of this Article to the investment registration agency. Within 35 days from the date of receipt of the investment project dossier, the investment registration agency must notify the result to the investor.

3. Within three working days from the date of receipt of the complete investment project dossier, the investment registration agency sends the dossier to relevant state agencies for review opinions on the contents stipulated in Clause 6 of this Article.

4. Within 15 days from the date of receipt of the investment project dossier, the agency requested for opinion provides review opinions on the contents within its management scope and sends them to the investment registration agency.

5. The land management agency is responsible for providing extracts of maps; the planning management agency provides planning information to serve as the basis for review according to this Article within five working days from the date of receipt of the request from the investment registration agency.

6. Within 25 days from the date of receipt of the investment project dossier, the investment registration agency prepares a review report to submit to the provincial people's committee. The content of the review report includes:

a) Information about the project including: information about the investor, objectives, scale, location, implementation schedule of the project;

b) Assessment of compliance with investment conditions for foreign investors (if applicable);

d) Assessment of investment incentives and conditions for enjoying investment incentives (if applicable);

đ) Assessment of legal grounds for the right to use the investment site of the investor. In cases where there is a proposal to assign land, lease land, or permit change of land use purpose, conduct an assessment of land use needs, conditions for assigning land, leasing land, and permitting change of land use purpose according to laws on land;

e) Assessment of technology used in the investment project for projects specified in point b, Clause 1 of Article 32 of this Law.

7. Within seven working days from the date of receipt of the dossier and the review report, the provincial people's committee decides on the investment proposal, in case of rejection, it must notify in writing and specify the reasons.

8. Contents of the decision on investment proposals of the provincial people's committee include:

a) Investor implementing the project;

b) Name, objectives, scale, investment capital of the project, implementation period of the project;

c) Location of the investment project;

d) Implementation progress of the investment project: capital contribution and funding progress; construction progress and operation commencement (if applicable); implementation progress of each phase for multi-phase investment projects;

đ) Applied technology;

e) Investment incentives and support and application conditions (if applicable);

g) Validity period of the decision on investment proposal.

9. The Government shall provide detailed regulations on the dossier, procedures for conducting reviews of investment projects decided on investment proposals by the provincial people's committee.

Article 34. Documents, Procedures, and Formalities for the Prime Minister's Decision on Investment Orientation

1. The investor submits the investment project dossier to the registration authority at the location where the project will be implemented. The dossier includes:

a) Documents as prescribed in Clause 1, Article 33 of this Law;

b) Land clearance plan, relocation, and resettlement plan (if applicable);

c) Preliminary environmental impact assessment and environmental protection measures;

d) Economic and social impact assessment and effectiveness of the investment project.

2. Within three working days from the date of receipt of the complete investment project dossier as stipulated in Clause 1 of this Article, the registration authority shall send the dossier to the Ministry of Planning and Investment and forward it to relevant state agencies for their comments on the matters prescribed in Clause 6, Article 33 of this Law.

3. Within fifteen days from the date of receipt of the dossier for comments, the agency requested to comment shall provide its opinion on the matters within its administrative jurisdiction and send it to the registration authority and the Ministry of Planning and Investment.

4. Within twenty-five days from the date of receipt of the investment project dossier, the registration authority shall submit the dossier to the People's Committee of the province for examination and provide a review opinion on the dossier and send it to the Ministry of Planning and Investment.

5. Within fifteen days from the date of receipt of the document prescribed in Clause 4 of this Article, the Ministry of Planning and Investment shall organize the review of the investment project dossier and prepare a review report including the contents prescribed in Clause 6, Article 33 of this Law, and submit it for approval.

6. The Prime Minister shall examine and decide on the investment orientation including the contents prescribed in Clause 8, Article 33 of this Law.

7. The Government shall specify in detail the documents, procedures, and formalities for conducting the review of investment projects decided upon by the Prime Minister.

Article 35. Documents, Procedures, and Formalities for the National Assembly's Decision on Investment Orientation

1. The investor submits the investment project dossier to the registration authority at the location where the project will be implemented. The dossier includes:

a) Documents as prescribed in Clause 1, Article 33 of this Law;

b) Land clearance plan, relocation, and resettlement plan (if applicable);

c) Preliminary environmental impact assessment and environmental protection measures;

d) Economic and social impact assessment and effectiveness of the project;

đ) Proposals for special mechanisms and policies (if applicable).

2. Within three working days from the date of receipt of the complete investment project dossier, the registration authority shall send the dossier to the Ministry of Planning and Investment for reporting.

3. Within ninety days from the date of establishment, the State Review Council shall conduct the review of the investment project dossier and prepare a review report including the contents prescribed in Clause 6, Article 33 of this Law, and submit the review report to the Government.

4. At least sixty days before the opening of the National Assembly session, the Government shall send the dossier for the decision on investment orientation to the leading reviewing body of the National Assembly.

5. The dossier for the decision on investment orientation includes:

a) The proposal of the Government;

b) The investment project dossier as prescribed in Clause 1 of this Article;

c) The review report of the State Review Council;

d) Other related documents.

6. Content of the review:

a) Compliance with criteria for determining projects under the National Assembly's decision-making authority on investment orientation;

b) The necessity of implementing the project;

d) Objectives, scale, location, time frame, progress of implementation, land requirements, land clearance, relocation, and resettlement plans, main technology selection, and environmental protection measures;

đ) Investment capital and funding mobilization plans;

e) Economic and social impacts and effects;

g) Special mechanisms and policies; investment incentives and support and conditions for application (if applicable).

7. The Government and related agencies, organizations, and individuals have the responsibility to provide full information and documents to serve the review process; explain issues related to the project content when requested by the National Assembly's leading reviewing body.

8. The National Assembly shall examine and adopt a Resolution on investment orientation including the following contents:

a) Investor implementing the project;

b) Name, objectives, scale, investment capital of the project, contribution and mobilization of funds, and project implementation period;

c) Location of the investment project;

d) Project implementation schedule: construction progress and commissioning of works (if applicable); progress of achieving key project activities and targets; in cases where the project is implemented in phases, the objectives, deadlines, and content of each phase must be specified;

đ) Applied technology;

e) Special mechanisms and policies; investment incentives and support and conditions for application (if applicable);

g) Validity period of the Resolution on investment orientation.

9. The Government shall specify in detail the documents, procedures, and formalities for the State Review Council to conduct the review of investment project dossiers.

Section 3

PROCEDURES FOR ISSUING, AMENDING, AND REVOKING THE INVESTMENT REGISTRATION CERTIFICATE

Article 36. Cases for Implementing the Investment Registration Certificate Issuance Procedure

1. Cases requiring the implementation of the Investment Registration Certificate issuance procedure:

a) Foreign investors' investment projects;

b) Investment projects of economic organizations specified in Clause 1, Article 23 of this Law.

2. Cases not requiring the implementation of the Investment Registration Certificate issuance procedure:

a) Investment projects of domestic investors;

b) Investment projects of economic organizations specified in Clause 2, Article 23 of this Law;

c) Investment in the form of capital contribution, purchasing shares, or equity participation in economic organizations.

3. For investment projects stipulated in Articles 30, 31, and 32 of this Law, domestic investors and economic organizations specified in Clause 2, Article 23 of this Law shall implement the investment project after receiving the decision on the investment orientation.

4. In cases where there is a need to issue the Investment Registration Certificate for investment projects stipulated in point a and point b, Clause 2 of this Article, the investor shall implement the Investment Registration Certificate issuance procedure as prescribed in Article 37 of this Law.

Article 37. Investment Registration Certificate Issuance Procedure

1. For investment projects subject to the decision on the investment orientation as prescribed in Articles 30, 31, and 32 of this Law, the investment registration authority shall issue the Investment Registration Certificate to the investor within five working days from the date of receipt of the investment orientation decision document.

2. For investment projects not subject to the decision on the investment orientation as prescribed in Articles 30, 31, and 32 of this Law, the investor shall implement the Investment Registration Certificate issuance procedure as follows:

a) The investor submits the dossier as prescribed in Clause 1, Article 33 of this Law to the investment registration authority;

b) Within fifteen days from the date of receipt of all necessary documents, the investment registration authority shall issue the Investment Registration Certificate; in case of refusal, it must notify the investor in writing and specify the reasons.

Article 38. Authority to Issue, Adjust, and Revoke the Investment Registration Certificate

1. Industrial Park Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, and Economic Zone Management Board shall accept, issue, adjust, and revoke the Investment Registration Certificate for investment projects within industrial parks, export processing zones, high-tech parks, and economic zones.

2. Department of Planning and Investment shall accept, issue, adjust, and revoke the Investment Registration Certificate for investment projects outside industrial parks, export processing zones, high-tech parks, and economic zones, except for cases prescribed in Clause 3 of this Article.

3. The Department of Planning and Investment where the investor's main office or management office is located or planned to be located to carry out the investment project shall accept, issue, adjust, and revoke the Investment Registration Certificate for the following investment projects:

a) Investment projects implemented across multiple provinces or centrally governed cities;

b) Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech parks, and economic zones.

Article 39. Content of the Investment Registration Certificate

1. Project code.

2. Name and address of the investor.

3. Name of the investment project.

4. Location of the investment project; land area used.

5. Objectives and scale of the investment project.

6. Investment capital of the project (including the investor's capital contribution and raised capital), progress of capital contribution and raising various sources of capital.

7. Duration of operation of the project.

8. Progress of implementing the investment project: construction progress and putting the works into operation (if applicable); progress of achieving operational goals and key components of the project; if the project is carried out in phases, the objectives, deadlines, and contents of each phase must be defined.

9. Investment incentives and support and basis, conditions for application (if applicable).

10. Conditions for the investor to implement the project (if applicable).

Article 40. Amendment of Investment Registration Certificate

1. When there is a need to change the contents of the Investment Registration Certificate, the investor shall carry out the procedures for amending the Investment Registration Certificate.

2. The dossier for amending the Investment Registration Certificate includes:

a) A request for amending the Investment Registration Certificate;

b) Report on the implementation status of the investment project up to the date of requesting the amendment of the investment project;

c) Decision on the amendment of the investment project by the investor;

d) Documents specified in Points b, c, d, đ, and e Clause 1, Article 33 of this Law related to the amended contents.

3. Within ten working days from the date of receiving the complete dossier as stipulated in Clause 1 of this Article, the investment registration authority shall amend the Investment Registration Certificate; in case of refusal to amend the Investment Registration Certificate, it must notify the investor in writing and specify the reasons.

4. For projects that require a decision on investment orientation, when amending the investment project involves the objectives, location, main technology, increase or decrease in investment capital by more than 10% of the total investment capital, duration, change of investor, or change in conditions for the investor (if any), the investment registration authority shall carry out the procedures for deciding on investment orientation before amending the Investment Registration Certificate.

5. In cases where the investor's proposal to amend the contents of the Investment Registration Certificate leads to the project being subject to a decision on investment orientation, the investment registration authority shall carry out the procedures for deciding on investment orientation before amending the Investment Registration Certificate.

Article 41. Revocation of Investment Registration Certificate

1. The investment registration authority decides to revoke the Investment Registration Certificate in cases where the investment project ceases operations according to the provisions of Clause 1, Article 48 of this Law.

2. The Government shall provide detailed regulations on the procedures and formalities for revoking the Investment Registration Certificate.

Section 4

IMPLEMENTATION OF INVESTMENT PROJECTS

Article 42. Guarantee for Implementation of Investment Projects

1. Investors must deposit a guarantee to ensure the implementation of projects assigned land, leased land, or permitted to change land use purposes by the State.

2. The amount of the guarantee for ensuring the implementation of the project ranges from 1% to 3% of the project's investment capital based on the scale, nature, and progress of each specific project.

3. The guarantee deposit for implementing investment projects will be refunded to investors according to the progress of the investment project, except in cases where it cannot be refunded.

4. The Government shall provide detailed regulations on this matter.

Article 43. Duration of Operation of Investment Projects

1. The duration of operation of investment projects in economic zones shall not exceed seventy years.

2. The duration of operation of investment projects outside economic zones shall not exceed fifty years. For projects implemented in areas with difficult socio-economic conditions, particularly difficult socio-economic conditions, or large-scale projects with slow capital recovery, the duration may be longer but not exceeding seventy years.

3. For projects where the State assigns land or leases land to investors but the land handover is delayed, the period during which the State delays handing over the land shall not be counted towards the duration of operation of the investment project.

Article 44. Inspection of Machinery, Equipment, and Production Lines

1. Investors are responsible for ensuring the quality of machinery, equipment, and production lines to implement investment projects in accordance with the law.

2. In necessary cases to ensure state management in science and technology or to determine tax bases, competent state management agencies may require independent inspection of the quality and value of machinery, equipment, and production lines.

Article 45. Transfer of Investment Projects

1. The investor has the right to transfer the entire or part of the investment project to another investor when meeting the following conditions:

a) Not falling under any of the cases of termination of operations as prescribed in Clause 1, Article 48 of this Law;

b) Meeting the investment conditions applicable to foreign investors when a foreign investor takes over a project in industries or business sectors subject to conditions for foreign investors;

c) Complying with the conditions stipulated by laws on land and laws on real estate business when transferring the project together with the transfer of land use rights;

d) Conditions specified in the Certificate of Investment Registration or other relevant laws (if any).

2. In the case of transferring projects that require issuance of a Certificate of Investment Registration, the investor shall submit the application dossier as prescribed in Clause 1, Article 33 of this Law along with the investment project transfer contract to adjust the investor implementing the project.

Article 46. Extension of Investment Schedule

1. For projects that have been issued a Certificate of Investment Registration or an investment decision, the investor must propose in writing to the investment registration authority when extending the schedule for capital investment implementation, construction progress, and operation commencement of the main works (if any); and the schedule for achieving the project's operational objectives.

2. Contents of the proposal for extension of schedule:

a) The operation status of the investment project and the fulfillment of financial obligations to the State from the date of issuance of the Certificate of Investment Registration or investment decision to the date of schedule extension;

b) Explanation of reasons and duration of the schedule extension for implementing the project;

c) Plan to continue implementing the project, including the capital contribution plan, basic construction progress, and project operation commencement;

d) Investor's commitment to continuing the project implementation.

3. The total time for extending the investment schedule shall not exceed twenty-four months. In cases of force majeure, the time to remedy the consequences of force majeure shall not be counted towards the extended investment schedule period.

4. Within fifteen days from the date of receipt of the proposal, the investment registration authority shall provide its opinion in writing regarding the extension of the investment schedule.

Article 47. Suspension and Termination of Investment Project Operations

1. When suspending the operation of an investment project, the investor must notify in writing the investment registration authority. If the suspension of the project operation is due to force majeure, the investor is exempted from land rental fees during the suspension period to remedy the consequences caused by the force majeure.

2. The state management agency on investment decides to suspend or partially suspend the operation of an investment project in the following cases:

a) To protect cultural relics, antiquities, ancient objects, and national treasures according to the Cultural Heritage Law;

b) To address environmental violations at the request of the state management agency on the environment;

c) To implement labor safety measures at the request of the state management agency on labor;

d) Pursuant to court decisions or arbitration awards;

e) The investor does not comply with the contents of the Certificate of Investment Registration and has been administratively sanctioned but continues to violate.

3. The Prime Minister decides to partially or fully suspend the operation of an investment project if the project implementation poses a risk to national security upon the recommendation of the Ministry of Planning and Investment.

Article 48. Termination of Investment Project Activities

1. An investment project shall be terminated in the following cases:

a) The investor decides to terminate the project's activities;

b) In accordance with the termination conditions stipulated in the contract or the company's articles of association;

c) Upon expiration of the project's operational period;

d) If the project falls under one of the circumstances specified in Clause 2 and Clause 3 of Article 47 of this Law and the investor is unable to remedy the cessation conditions;

đ) The investor has their land for implementing the investment project expropriated by the State or is not allowed to continue using the investment location and does not complete the procedures to adjust the investment location within six months from the date of the decision on land expropriation or non-permission to continue using the investment location;

e) The investment project has ceased operations and twelve months have passed since the cessation date, the investment registration authority cannot contact the investor or the investor's authorized representative;

g) After twelve months, if the investor does not implement or is unable to implement the project according to the registered schedule with the investment registration authority and does not fall under the circumstances permitted to delay the implementation schedule of the investment project as provided for in Article 46 of this Law;

h) Pursuant to the judgment or decision of the Court or Arbitration;

2. The investment registration authority shall decide to terminate the project's activities in the cases specified in Points d, đ, e, g, and h of Clause 1 of this Article;

3. The investor shall liquidate the investment project in accordance with the law on asset liquidation when the project terminates its activities;

4. Except in cases of extension, if the State expropriates the land of the investment project and the investor does not voluntarily liquidate the assets attached to the land within twelve months from the date of land expropriation, the authority issuing the land expropriation decision shall organize the liquidation of the assets attached to the land;

Article 49. Establishment of the Foreign Investor’s Management Office in a BOT Contract

1. A foreign investor in a BOT contract may establish a management office in Vietnam to perform the contract. The location of the management office shall be decided by the foreign investor in the BOT contract based on the requirements of the contract performance;

2. The management office of a foreign investor in a BOT contract shall have a seal; it may open bank accounts, recruit employees, sign contracts, and conduct business activities within the scope of rights and obligations stipulated in the BOT contract and the Certificate of Registration for Establishing the Management Office;

3. A foreign investor in a BOT contract shall submit an application for establishing a management office to the investment registration authority at the proposed location of the management office;

4. Documents for registering the establishment of a management office:

a) A registration document for establishing a management office including the name and address of the foreign investor's representative office in Vietnam (if any) in the BOT contract; the name and address of the management office; the content, duration, and scope of the management office's activities; the full name, place of residence, identification card, citizen identity card, or passport of the head of the management office;

b) Decision of the foreign investor in the BOT contract regarding the establishment of the management office;

c) Copy of the appointment decision for the head of the management office;

d) Copy of the BOT contract;

5. Within fifteen days from the date of receipt of the documents as prescribed in Clause 4 of this Article, the investment registration authority shall issue a Certificate of Registration for Operating the Management Office to the foreign investor in the BOT contract.

Article 50. Termination of the operation of the management office of foreign investors in a BOT Contract

1. Within seven working days from the date of the decision to terminate the operation of the management office, the foreign investor shall submit notification documents to the investment registration authority where the management office is located.

2. The notification documents for terminating the operation of the management office include:

a) Decision on termination of the management office's operations in cases where the management office terminates its operations before the deadline;

b) List of creditors and amounts of debt already settled;

c) List of employees and benefits for employees that have been resolved;

d) Confirmation from the tax authority regarding the completion of tax obligations;

đ) Confirmation from the social insurance agency regarding the completion of social insurance obligations;

e) Confirmation from the public security authority regarding the cancellation of the seal;

g) Certificate of registration for the operation of the management office;

h) Copy of the Investment Registration Certificate;

i) Copy of the BOT Contract.

3. Within fifteen days from the date of receiving all documents, the investment registration authority decides to revoke the Certificate of Registration for the Operation of the Management Office.

Chapter V

FOREIGN INVESTMENT ACTIVITIES

Section 1

GENERAL PROVISIONS

Article 51. Principles for Implementing Foreign Investment Activities

1. The State encourages investors to implement foreign investment activities aimed at exploiting, developing, and expanding markets; increasing export capacity for goods and services, earning foreign currency; accessing modern technology, enhancing management capabilities, and supplementing resources for national economic and social development.

2. Investors conducting investment activities abroad must comply with the provisions of this Law, other relevant laws, laws of the host country or territory (hereinafter referred to as the host country), and international treaties to which the Socialist Republic of Vietnam is a party; they bear responsibility for the effectiveness of their investment activities abroad.

Article 52. Forms of Foreign Investment

1. Investors implement foreign investment activities through the following forms:

a) Establishing an economic organization in accordance with the laws of the host country;

b) Implementing a BOT Contract abroad;

c) Acquiring part or all of the charter capital of an economic organization abroad to participate in management and business investment activities overseas;

d) Purchasing and selling securities, other negotiable instruments, or investing through foreign stock funds or other financial intermediaries;

đ) Other forms of investment as prescribed by the laws of the host country.

2. The Government shall provide detailed regulations on implementing the form of investment specified in Point d Clause 1 of this Article.

Article 53. Sources of Foreign Investment Capital

1. Investors are responsible for contributing capital and mobilizing various sources of capital to carry out investment activities abroad. Borrowing in foreign currency and transferring investment capital in foreign currency must comply with conditions and procedures stipulated by banking laws, credit institution laws, and foreign exchange management laws.

2. Based on the objectives of monetary policy and foreign exchange management policies during each period, the State Bank of Vietnam shall regulate the provision by credit institutions and foreign bank branches in Vietnam of foreign currency loans to investors under Clause 1 of this Article for the purpose of carrying out foreign investment activities.

Section 2

PROCEDURES FOR DECIDING ON THE PRINCIPLES OF FOREIGN INVESTMENT

Article 54. Authority to Decide on Investment Proposals Abroad

1. The National Assembly decides on investment proposals abroad for the following projects:

a) Projects with foreign investment capital of 20,000 billion VND or more;

b) Projects requiring special mechanisms and policies that need to be decided by the National Assembly.

2. Except for the cases stipulated in Clause 1 of this Article,

a) Projects in the banking, insurance, securities, press, radio, television, telecommunications sectors with foreign investment capital of 400 billion VND or more;

b) Projects not falling under the case stipulated in point a of this clause with foreign investment capital of 800 billion VND or more.

Article 55. Documents, Procedures, and Formalities for the Prime Minister to Decide on Investment Proposals Abroad

1. The investor submits the project investment dossier to the Ministry of Planning and Investment. The dossier includes:

a) A registration document for foreign investment;

b) A copy of identification card, citizen identification card, or passport for individual investors; a copy of the Certificate of Establishment or other equivalent documents confirming the legal status for organizational investors;

c) An investment project proposal including: objectives, scale, form, location of investment; preliminary determination of investment capital, capital mobilization plan, capital structure; project implementation schedule, investment phases (if any); preliminary analysis of the project's investment effectiveness;

d) A copy of one of the documents proving the financial capacity of the investor: the investor's financial report for the two most recent years; the parent company's financial support commitment; financial organization's financial support commitment; financial capacity guarantee of the investor; other documents proving the financial capacity of the investor;

đ) A commitment to self-balance foreign currency or a document from a permitted credit institution committing to arrange foreign currency for the investor;

e) The decision on foreign investment according to Clause 1 and Clause 2 of Article 57 of this Law;

g) For projects investing abroad in the banking, securities, insurance, science and technology sectors, the investor submits a document of approval from the competent state agency regarding compliance with conditions for foreign investment as prescribed by the Law on Credit Institutions, Securities Law, Science and Technology Law, Insurance Business Law.

2. Within three working days from the date of receipt of the project investment dossier, the Ministry of Planning and Investment sends the dossier to related state agencies for comments.

3. Within fifteen days from the date of receipt of the project investment dossier, the agency providing comments issues comments on matters within its management authority.

4. Within thirty days from the date of receipt of the project investment dossier, the Ministry of Planning and Investment conducts an assessment and prepares an assessment report to be submitted

a) Conditions for issuing the Certificate of Registration for Foreign Investment as stipulated in Article 58 of this Law;

b) Legal status of the investor;

c) Necessity of conducting investment activities abroad;

d) Compliance of the project with Clause 1 of Article 51 of this Law;

đ) Key contents of the project: scale, form of investment, location, duration and implementation schedule, investment capital, sources of capital;

e) Assessment of risk levels in the investing country.

5. The Prime Minister considers and decides on investment proposals abroad, including the following contents:

a) Investor implementing the project;

b) Objectives, investment locations;

c) Investment capital, sources of investment capital; contribution and capital mobilization schedules and progress of investment activities abroad;

d) Investment incentives and support (if any).

Article 56. Documents, Procedures, and Formalities for the National Assembly to Decide on Investment Proposals Abroad

1. The investor submits the project investment dossier in accordance with Clause 1 of Article 55 of this Law to the Ministry of Planning and Investment.

2. Within five working days from the date of receipt of the complete project investment dossier, the Ministry of Planning and Investment shall report.

3. Within ninety days from the date of establishment, the State Appraisal Council shall conduct an appraisal and prepare an appraisal report including the contents prescribed in Clause 4 of Article 55 of this Law.

4. At least sixty days before the opening day of the National Assembly session, the Government sends the investment proposal decision dossier abroad to the competent agency of the National Assembly responsible for examination. The dossier includes:

a) The proposal of the Government;

b) The project investment dossier in accordance with Clause 1 of Article 55 of this Law;

c) The review report of the State Review Council;

d) Other related documents.

5. The National Assembly examines and passes a Resolution on the investment proposal abroad including the contents prescribed in Clause 5 of Article 55 of this Law.

Section 3

PROCEDURES FOR ISSUING, AMENDING, AND TERMINATING THE INVESTMENT REGISTRATION CERTIFICATE ABROAD

Article 57. Authority to Decide on Overseas Investment

1. The authority to decide on overseas investment by state-owned enterprises is implemented in accordance with the laws on management and use of state capital invested in production and business at enterprises.

2. Overseas investment activities not falling under the cases stipulated in Clause 1 of this Article shall be decided by the investor in accordance with this Law, the Enterprise Law, and other relevant laws.

3. The investor and the competent authority representing the owner of the enterprise as prescribed in Clauses 1 and 2 of this Article shall be responsible for the decision on overseas investment.

Article 58. Conditions for Issuing the Investment Registration Certificate Abroad

1. Overseas investment activities comply with the principles prescribed in Article 51 of this Law.

2. Overseas investment activities do not belong to prohibited business sectors as prescribed in Article 6 of this Law.

3. The investor commits to arranging foreign currency independently or obtains a commitment from a credit institution permitted to arrange foreign currency for the implementation of overseas investment activities; in the case where the equivalent amount of foreign currency transferred abroad is 20 billion VND or more and does not fall under projects prescribed in Article 54 of this Law, the Ministry of Planning and Investment shall seek the written opinion of the State Bank of Vietnam.

4. There is a decision on overseas investment as prescribed in Clauses 1 and 2 of Article 57 of this Law.

5. There is a document from the tax authority confirming the fulfillment of tax obligations by the investor up to the date of submission of the project investment dossier.

Article 59. Procedures for Issuing the Investment Registration Certificate Abroad

1. For projects requiring a decision on investment proposals abroad, the Ministry of Planning and Investment shall issue the Investment Registration Certificate Abroad for the investor within five working days from the date of receipt of the investment proposal decision document.

2. For projects not falling under the cases prescribed in Clause 1 of this Article, the investor submits a request for issuance of the Investment Registration Certificate Abroad to the Ministry of Planning and Investment. The dossier includes:

a) A registration document for foreign investment;

b) A copy of identification card, citizen identification card, or passport for individual investors; a copy of the Certificate of Establishment or other equivalent documents confirming the legal status for organizational investors;

c) The decision on overseas investment as prescribed in Clauses 1 and 2 of Article 57 of this Law;

d) A written commitment to self-balance foreign currency sources or a document from a credit institution permitted to arrange foreign currency for the investor as prescribed in Clause 3 of Article 58 of this Law;

đ) For overseas investment projects in banking, securities, insurance, science, and technology sectors, the investor submits a document of approval from the competent state agency regarding compliance with conditions for overseas investment as prescribed in the Law on Credit Institutions, Securities Law, Science and Technology Law, and Insurance Business Law.

3. 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 issue the Investment Registration Certificate Abroad. In case of refusal to issue the Investment Registration Certificate Abroad, a written notification must be sent to the investor stating the reasons.

4. The Government shall specify detailed procedures for appraising overseas investment projects; issuing, amending, and terminating the effectiveness of the Investment Registration Certificate Abroad.

Article 60. Contents of the Investment Registration Certificate for Overseas Investment

1. Project code.

2. Name and address of the investor.

3. Name of the investment project.

4. Objectives, investment locations.

5. Investment capital, sources of investment capital; progress in contributing and raising capital and progress in implementing overseas investment activities.

6. Rights and obligations of the investor.

7. Investment incentives and support (if applicable).

Article 61. Amendment of the Investment Registration Certificate for Overseas Investment

1. When there is a need to change the contents of the overseas investment project related to the investor implementing the project, the investment location, objectives, scale, investment capital, sources of investment capital, investment progress, investment incentives, and the use of profits to implement the overseas investment project, the investor shall submit an application for amending the Investment Registration Certificate for Overseas Investment to the Ministry of Planning and Investment.

2. The documents for amending the Investment Registration Certificate for Overseas Investment include:

a) A request for amending the Investment Registration Certificate for Overseas Investment;

b) A copy of identification card, citizen identification card, or passport for individual investors; a copy of the Certificate of Establishment or other equivalent documents confirming the legal status for organizational investors;

c) Report on the operation status of the overseas investment project up to the date of submitting the amendment application;

d) Decision on amending the overseas investment project by the relevant authority, organization, or individual as stipulated in Clause 1 and Clause 2 of Article 57 of this Law;

đ) Copy of the Investment Registration Certificate for Overseas Investment;

e) Confirmation letter from the tax authority regarding the fulfillment of tax obligations up to the date of submission of the application in cases where the amendment increases the overseas investment capital.

3. The Ministry of Planning and Investment shall amend the Investment Registration Certificate for Overseas Investment within fifteen days from the date of receipt of all required documents as stipulated in Clause 2 of this Article.

4. For projects requiring approval of the investment policy for overseas investment, when amending the contents specified in Clause 1 of this Article, the Ministry of Planning and Investment shall first complete the procedures for approving the investment policy for overseas investment before amending the Investment Registration Certificate for Overseas Investment.

5. In cases where the investor's proposal to amend the contents of the Investment Registration Certificate for Overseas Investment leads to the project being subject to approval of the investment policy for overseas investment, the Ministry of Planning and Investment shall first complete the procedures for approving the investment policy for overseas investment before amending the Investment Registration Certificate for Overseas Investment.

Article 62. Termination of Overseas Investment Projects

1. An overseas investment project shall cease operations in the following circumstances:

a) The investor decides to terminate the project's activities;

b) Expiration of the project's operational period;

c) As stipulated in the conditions for ceasing operations in the contract or company charter;

d) The investor transfers all overseas investment capital to a foreign investor;

đ) More than twelve months have passed since the issuance of the Investment Registration Certificate for Overseas Investment without the project receiving approval from the receiving country, or more than twelve months have passed since the project received approval from the competent authority of the receiving country without the project being implemented;

e) More than twelve months have passed since the issuance of the Investment Registration Certificate for Overseas Investment without the investor implementing or being capable of implementing the project according to the registered schedule with the state management agency and without completing the procedures to adjust the investment schedule;

g) More than twelve months have passed since the submission of the final tax report or equivalent legal document as prescribed by the laws of the receiving country without the investor submitting a report on the project's operational status;

h) The foreign economic organization is dissolved or declared bankrupt under the laws of the receiving country;

i) Pursuant to court judgments or arbitration decisions.

2. The Ministry of Planning and Investment shall decide to terminate the effectiveness of the Investment Registration Certificate for Overseas Investment in the circumstances specified in Clause 1 of this Article.

Section 4

IMPLEMENTATION OF OVERSEAS INVESTMENT ACTIVITIES

Article 63. Opening a Foreign Investment Capital Account

Transactions involving the transfer of funds from Vietnam to abroad and from abroad to Vietnam related to foreign investment activities must be conducted through a separate capital account opened at a permitted credit institution in Vietnam and must be registered with the State Bank of Vietnam in accordance with the provisions of the law on foreign exchange management.

Article 64. Transferring Foreign Investment Capital

1. Investors may transfer foreign investment capital abroad to implement investment activities when meeting the following conditions:

a) Having been issued a Certificate of Registration for Overseas Investment, except in cases provided for in Clause 3 of this Article;

b) The investment activity has been approved or licensed by the competent authority of the host country. In cases where the laws of the host country do not provide for investment licensing or approval, the investor must have documentation proving their right to conduct investment activities in the host country;

c) Possessing a capital account as prescribed in Article 63 of this Law.

2. The transfer of foreign investment capital must comply with the provisions of the law on foreign exchange management, export, technology transfer, and other relevant laws.

3. Investors may transfer foreign currency or goods, machinery, and equipment abroad to serve market survey, research, and other preparatory investment activities according to the regulations of the Government.

Article 65. Repatriation of Profits

1. Except in cases where profits are used for reinvestment abroad as stipulated in Article 66 of this Law, within six months from the date of receiving the final tax report or equivalent legal document as prescribed by the laws of the host country, investors must repatriate all profits and other income derived from overseas investments to Vietnam.

2. Within the time limit specified in Clause 1 of this Article, if profits and other income have not been repatriated to Vietnam, the investor must submit a written report to the Ministry of Planning and Investment and the State Bank of Vietnam. The extension of the profit repatriation period shall not exceed two times, each time not exceeding six months, and must be approved in writing by the Ministry of Planning and Investment.

Article 66. Using Profits for Reinvestment Abroad

1. Investors using profits earned from overseas investment activities to increase capital and expand overseas investment activities must go through the procedures to amend the Certificate of Registration for Overseas Investment and report to the State Bank of Vietnam.

2. If profits from overseas investment projects are used to implement other overseas investment projects, the investor must go through the procedures to obtain a Certificate of Registration for Overseas Investment for such projects and must register the capital account, progress of capital transfer in foreign currency with the State Bank of Vietnam.

Chapter VI

STATE MANAGEMENT OF INVESTMENT

Article 67. Contents of State Management over Investment

1. Issuing, disseminating, and implementing legal normative documents on investment.

2. Developing and implementing strategies, plans, policies on investment in Vietnam and overseas investment from Vietnam.

3. Summarizing investment situations, assessing macroeconomic impacts and effectiveness of investment activities.

4. Building, managing, and operating the National Investment Information System.

5. Issuing, amending, and revoking Certificates of Investment Registration, Certificates of Overseas Investment Registration, decisions on investment policies, and decisions on overseas investment policies in accordance with this Law.

6. Managing state industrial parks, export processing zones, high-tech zones, and economic zones.

7. Organizing and implementing investment promotion activities.

8. Inspecting, auditing, and supervising investment activities; managing and coordinating the management of investment activities.

9. Guiding, supporting, resolving difficulties and requirements of investors in carrying out investment activities; resolving complaints, rewards, and handling violations in investment activities.

10. Negotiating and signing international treaties related to investment activities.

Article 68. State Management Responsibilities for Investment

1. The Government shall uniformly manage state affairs concerning investment activities within Vietnam and investments from Vietnam to foreign countries.

2. The Ministry of Planning and Investment shall assist the Government in uniformly managing state affairs concerning investment activities within Vietnam and investments from Vietnam to foreign countries.

3. Responsibilities and authorities of the Ministry of Planning and Investment:

a) Submit to the Government,

b) Issue or submit to competent agencies for issuance normative legal documents on investment within Vietnam and investments from Vietnam to foreign countries;

c) Issue forms for implementing investment procedures within Vietnam and investments from Vietnam to foreign countries;

d) Guide, disseminate, organize implementation, monitor, inspect, and evaluate the execution of normative legal documents on investment;

đ) Summarize, evaluate, and report on the situation of investment within Vietnam and investments from Vietnam to foreign countries;

e) Construct, manage, and operate the National Investment Information System;

g) Take the lead and coordinate with relevant agencies in supervising, evaluating, and auditing investment activities within Vietnam and investments from Vietnam to foreign countries;

h) Submit to competent authorities for decision-making on suspending the implementation of investment projects that have been approved but adjusted beyond their authority or contrary to the provisions of investment laws;

i) Manage state affairs concerning industrial zones, export processing zones, and economic zones;

k) Manage state affairs concerning investment promotion and coordinating investment promotion activities within Vietnam and abroad;

l) Negotiate and sign international treaties related to investment activities;

m) Perform other tasks and authorities regarding investment management as assigned by the Government;

4. Responsibilities and authorities of ministries and ministerial-level agencies:

a) Coordinate with the Ministry of Planning and Investment and other ministries and ministerial-level agencies in drafting laws and policies related to investment activities;

b) Take the lead and coordinate with other ministries and ministerial-level agencies in drafting and issuing laws, policies, technical standards, and guidelines for implementation;

c) Submit to the Government for issuance within its authority conditions for investment in industries and professions specified in Article 7 of this Law;

d) Take the lead and coordinate with the Ministry of Planning and Investment in developing plans, project lists, and attracting investment capital for their respective industries; organizing promotional activities for specialized investment;

đ) Participate in reviewing investment projects under the circumstances of deciding on investment policies as stipulated by this Law;

e) Supervise, evaluate, and audit compliance with investment conditions and state management of investment projects within their jurisdiction;

g) Take the lead and coordinate with provincial People's Committees and other ministries and ministerial-level agencies to resolve difficulties and obstacles faced by investment projects within their areas of state management; guide the delegation of powers to industrial zone management boards, export processing zone management boards, high-tech park management boards, and economic zone management boards to perform state management tasks within these zones;

h) Regularly assess the socio-economic effectiveness of investment projects within their scope of state management and submit reports to the Ministry of Planning and Investment;

i) Maintain and update the investment management information system for their assigned fields and integrate it into the National Investment Information System.

5. Responsibilities and authorities of provincial People's Committees, Departments of Planning and Investment, Industrial Zone Management Boards, Export Processing Zone Management Boards, High-Tech Park Management Boards, and Economic Zone Management Boards:

a) Coordinate with ministries and ministerial-level agencies to establish and publish lists of investment attraction projects at the local level;

b) Lead the process of issuing, adjusting, and revoking Investment Registration Certificates;

c) Carry out state management functions for investment projects within their jurisdiction;

d) Resolve difficulties and obstacles faced by investors within their authority or submit them to competent authorities for resolution;

đ) Regularly assess the effectiveness of investment activities in their jurisdictions and report to the Ministry of Planning and Investment;

e) Maintain and update the National Investment Information System for their assigned fields;

g) Direct the organization, supervision, and evaluation of the implementation of reporting systems for investment;

6. Overseas representative offices of Vietnam shall be responsible for monitoring, supporting investment activities, and protecting the legitimate rights and interests of Vietnamese investors in receiving countries.

Article 69. Supervision and Evaluation of Investment

1. Activities of supervision and evaluation of investment include:

a) Supervision and evaluation of investment projects;

b) Overall supervision and evaluation of investment.

2. Responsibilities for supervision and evaluation of investment:

a) The National Assembly and People's Councils at all levels shall exercise their right to supervise investment in accordance with the provisions of the law;

b) State management agencies on investment and specialized state management agencies shall carry out overall supervision and evaluation of investment and supervision and evaluation of investment projects within their jurisdiction;

c) Investment registration agencies shall supervise and evaluate investment projects within their authority to issue Investment Registration Certificates;

d) Within the scope of their tasks and powers, the Vietnam Fatherland Front at all levels shall organize the implementation of community investment supervision.

3. Contents of supervision and evaluation of investment projects:

a) For investment projects using state capital for business investment, state management agencies on investment and specialized state management agencies shall supervise and evaluate the project according to the contents and criteria approved in the investment decision;

b) For projects using other sources of funds, state management agencies on investment and specialized state management agencies shall supervise and evaluate the objectives, the suitability of the project with planning and investment policies approved by competent authorities, progress of investment, compliance with environmental protection requirements, land use, and other natural resources as prescribed by law;

c) Investment registration agencies shall supervise and evaluate the contents stipulated in the Investment Registration Certificate and the decision on investment policy.

4. Contents of overall supervision and evaluation of investment:

a) Issuance of legal normative documents detailing and guiding the implementation of laws on investment and enforcement of such laws;

b) Implementation status of investment projects;

c) Evaluation of national investment results, ministries, ministerial-level agencies, localities, and investment projects according to the level of authority;

d) Recommendations to state management agencies at the same level and higher-level state management agencies on investment regarding the results of investment evaluation and measures to address difficulties and violations of investment laws.

5. Agencies and organizations implementing evaluations shall conduct them themselves or hire experts and consulting organizations with sufficient conditions and capabilities to perform the evaluations.

6. The Government shall provide detailed regulations for this Article.

Article 70. National Information System on Investment

1. The national information system on investment includes:

a) The national information system on domestic investment;

b) The national information system on foreign investment in Vietnam and Vietnamese investment abroad.

2. The Ministry of Planning and Investment shall take the lead and coordinate with relevant agencies to build and operate the national information system on investment; assess the operation of the system by central and local state management agencies on investment.

3. State management agencies on investment and investors shall have the responsibility to update complete, timely, and accurate related information into the national information system on investment.

4. Information about investment projects stored in the national information system on investment has legal value as original information about the investment project.

Article 71. Reporting System for Investment Activities in Vietnam

1. Subjects implementing the reporting system:

a) Ministries, ministerial-level agencies, provincial People's Committees;

b) Investment registration agencies;

c) Investors and economic organizations implementing investment projects in accordance with this Law.

2. Periodic reporting system:

a) Monthly, quarterly, and annually, investors and economic organizations implementing investment projects shall report to investment registration agencies and statistical agencies in the area on the implementation status of investment projects, including: actual investment capital, results of investment business activities, labor information, state budget revenue, investment in research and development, environmental treatment and protection, and sector-specific indicators according to the field of activity;

b) Monthly, quarterly, and annually, investment registration agencies shall report to the Ministry of Planning and Investment and provincial People's Committees on the situation of receiving, issuing, adjusting, and recovering Investment Registration Certificates and the operational status of investment projects under their jurisdiction;

c) Quarterly and annually, provincial People's Committees shall compile and report to the Ministry of Planning and Investment on the investment situation in their areas;

d) Quarterly and annually, ministries and ministerial-level agencies shall report on the issuance, adjustment, recovery of Investment Registration Certificates or equivalent documents within their jurisdiction (if applicable); report on investment activities related to their sectoral management and send to the Ministry of Planning and Investment for compilation and reporting;

e) Quarterly and annually, the Ministry of Planning and Investment shall report

3. Agencies, investors, and economic organizations shall implement reports in writing and through the national information system on investment.

4. Agencies, investors, and economic organizations specified in Clause 1 of this Article shall implement ad hoc reports when requested by authorized state agencies.

5. For projects not requiring an Investment Registration Certificate, investors shall report to investment registration agencies before commencing the investment project.

Article 72. Reporting System for Overseas Investment Activities

1. Subjects implementing the reporting system:

a) Ministries, ministerial-level agencies, provincial People's Committees;

b) The investment registration agency;

c) The investor implementing the investment project in accordance with this Law.

2. Reporting system of ministries, ministerial-level agencies, and provincial People's Committees:

a) Every six months and annually, ministries, ministerial-level agencies, and provincial People's Committees shall report on the state management situation regarding overseas investment activities within their functions and tasks to the Ministry of Planning and Investment for consolidation and reporting.

b) Every six months and annually, the Ministry of Planning and Investment shall report

3. Reporting system of investors:

a) Within sixty days from the date the investment project is approved or licensed in accordance with the laws of the receiving country, the investor must submit a written notification about the implementation of overseas investment activities along with a copy of the approval document for the investment project or evidence of the right to invest in the receiving country to the Ministry of Planning and Investment, the State Bank of Vietnam, and the Vietnamese representative agency in the receiving country;

b) Quarterly and annually, the investor shall submit reports on the operation status of the investment project to the Ministry of Planning and Investment, the State Bank of Vietnam, and the Vietnamese representative agency in the receiving country;

c) Within six months from the date of the final tax report or equivalent legal document according to the laws of the receiving country, the investor shall report on the operation status of the investment project accompanied by financial statements, final tax reports, or equivalent legal documents according to the laws of the receiving country to the Ministry of Planning and Investment, the State Bank of Vietnam, the Ministry of Finance, the Vietnamese representative agency in the receiving country, and relevant state management agencies in accordance with this Law and other related laws;

d) For overseas investment projects using state capital, in addition to complying with the reporting systems stipulated in points a, b, and c of this clause, the investor must comply with the investment reporting system prescribed by laws on the management and use of state capital invested in production and business at enterprises.

4. Reports stipulated in Article 2 and Article 3 of this Law shall be submitted in writing and through the National Investment Information System.

5. Agencies, organizations, and investors stipulated in Article 1 of this Law shall submit ad hoc reports upon request of competent state authorities when there are requirements related to state management work or issues arising concerning the investment project.

Chapter VII

IMPLEMENTATION

Article 73. Handling Violations

1. Organizations and individuals who violate the provisions of this Law 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 must be provided in accordance with the law.

2. Individuals who abuse their positions or powers to obstruct investment and business activities, engage in harassment, or cause inconvenience to investors, and fail to perform their duties as prescribed by law shall be subject to disciplinary action or criminal prosecution depending on the nature and severity of the violation.

Article 74. Transitional Provisions

1. Investors who have been granted Investment Licenses or Investment Certificates before this Law comes into effect may continue to implement their investment projects based on the Investment Licenses or Investment Certificates already issued. If required, the investment registration agency will issue Investment Registration Certificates to the investors.

2. Investors who have implemented investment projects before this Law comes into effect and fall under the category requiring Investment Registration Certificates or decisions on investment policies as stipulated by this Law shall not need to go through the procedures for obtaining Investment Registration Certificates or investment policy decisions. In case they require Investment Registration Certificates, investors shall follow the procedures prescribed by this Law.

3. Conditions for business and investment stipulated in regulatory legal documents issued before this Law comes into effect that contradict Clause 3 of Article 7 of this Law shall cease to be effective from July 1, 2016.

Clause 4. The Government shall provide detailed regulations on Clauses 1 and 2 of this Article.

Article 75. Amend and supplement Clause 1 of Article 18 of the High Technology Law No. 21/2008/QH12

Clause 1 of Article 18 of the High Technology Law shall be amended and supplemented as follows:
"1. High technology enterprises must meet the following criteria:
a) Producing high technology products listed in the Catalogue of Encouraged High Technology Products as prescribed in Article 6 of this Law;
b) Applying environmentally friendly measures and energy-saving methods in production and product quality management to meet Vietnamese technical standards and regulations; in cases where there are no Vietnamese technical standards and regulations, international specialized organization standards shall be applied;
c) Other criteria as prescribed by the Prime Minister."

Article 76. Effective Date

1. This Law takes effect from July 1, 2015.

2. The Investment Law No. 59/2005/QH11 and Resolution No. 49/2010/QH12 of the National Assembly on national key projects and works submitted to the National Assembly for investment policy decisions shall cease to be effective from the date this Law takes effect.

3. The Government and competent authorities shall provide detailed regulations for the provisions assigned in this Law.

This Law was passed by the National Assembly of the Socialist Republic of Vietnam, the Thirteenth Session, Eighth Meeting, on November 26, 2014./.