The National Assembly promulgates the Law on Investment.
This Law deals with business investments in Vietnam and outward business investments.
This Law applies to investors, other organizations and individuals (hereinafter referred to as entities) involved in business investment.
1. Register office means the regulatory body competent to issue, adjust, and revoke Certificates of investment registration.
2. Investment project means a collection of proposal to make midterm or long-term capital investment in business in a particular administrative division over a certain period of time.
3. Expansion project means a project to make investment to expand the scale, improve the capacity, apply new technologies, reduce pollution or improve the environment.
4. New investment project means a project that is executed for the first time or a project independent from any other running project.
5. Business investment means an investor's investing capital to do business by establishing a business organization; making capital contribution, buying shares or capital contributions to a business organization; making investments in the form of contracts or execution of investment projects.
6. Certificate of investment registration means a paper or electronic document bearing registered information about the investment project of the investor.
7. National investment database means a system of professional information meant for monitoring, assessment, and analysis of investments nationwide in order to serve state management tasks and support for investors' investment making process.
8. Public-Private Partnership contract (hereinafter referred to as PPP contract) means a contract between a competent authority and an investor or project management enterprise to execute an investment project as prescribed in Article 27 of this Law.
9. Business cooperation contract means a contract between investors for business cooperation and distribution of profits, products without establishment of a new business organization.
10. Export-processing zone means an industrial park specialized in manufacturing of exported products or provision of services for manufacturing of exported products and export.
11. Industrial park means an area with a defined geographical boundary specialized in industrial production and provision of services for industrial production.
12. Economic zone means an area with a defined geographical boundary which consists of multiple sectors and is meant to attract investments, develop socio-economic, and protect national defense and security.
13. Investor means an organization or individual that makes business investments. Investors include Vietnamese investors, foreign investors, and foreign-invested business organizations.
14. Foreign investor means an individual holding a foreign nationality or an organization established under foreign laws an making business investment in Vietnam.
15. Vietnamese investor means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors.
16. Business organization means an organization established and run in accordance with Vietnam's laws. Business organizations include companies, cooperatives, cooperative associations, and other organizations that make business investments.
17. Foreign-invested business organization means a business whose members or shareholders are foreign investors.
18. Capital means money and other assets used invested in business.
1. Investments made within Vietnam's territory must comply with this Law and relevant laws.
2. Where regulations on banned business lines, conditional business lines, or investment procedures in this Law and other laws are inconsistent, regulations of this Law shall apply, except for investment procedures prescribed in the Law on Securities, the Law of credit institution, the Law on Insurance, and the Law on Petroleum.
3. Where regulations of this Law and those of an international agreement to which the Socialist Republic of Vietnam is a signatory are inconsistent, the latter shall apply.
4. With regard to any contract to which at least a party is a foreign investor or a business organization defined in Clause 1 Article 23 of this Law, the parties to which may reach an agreement on whether to apply foreign laws or international practice if such agreement does not contravene Vietnam's laws.
1. Investors are entitled to make investments in the business lines that are not banned in this Law.
2. Investors may decide their business investments on their own in accordance with this law and relevant laws; may access and make use of loan capital, assistance funds, land, and other resources as prescribed by law.
3. The ownership of assets, capital, income, another the lawful rights and interests of investors are recognized and protected by the State.
4. The State shall treat investors equitably; introduce policies to encourage and enable investors to make business investment and to ensure sustainable development of economic sectors.
5. International agreements on business investment to which Socialist Republic of Vietnam is a signatory are upheld by the State.
e) Business pertaining to human cloning.
1. Conditional business lines are the business lines in which the investment must satisfy certain conditions for reasons of national defense and security, social order and security, social ethics, or public health.
2. The List of conditional business lines is provided in Appendix 4 hereof.
3. Conditions for making investments in the business lines mentioned in Clause 2 of this Article are specified in the Laws, Ordinances, Decrees, and the international agreements to which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial agencies, the People's Council, People's Committees, and other entities must not issue regulations on conditions for making business investments.
4. Conditions for making business investments must be appropriate for the objectives in Clause 1 of this Article, ensure transparency, objectivity, not wasting time or money of investors.
5. The conditional business lines and the corresponding conditions shall be posted on the National Company Registration Portal.
6. The Government shall elaborate the announcement and control of conditions for business investments.
Depending on the socio-economic conditions and state management requirements in each period, the Government shall review the banned business lines, conditional business lines and propose amendments to Article 6 and Article 7 to the National Assembly.
1. Lawful assets of investors shall not be nationalized or confiscated by administrative measures.
2. Where an asset is bought or commandeered by the State of reasons of national defense and security, national interests, state of emergency, prevention or recovery of natural disaster, the investor shall be reimbursed or compensated in accordance with regulations of law on property commandeering and relevant regulations of law.
g) Have the headquarter situated at a location requested by a competent authority.
2. Depending on the orientation of socio-economic development, foreign exchange management policies, and the ability to balance foreign exchange in each period, the Prime Minister shall decide the assurance of fulfillment of demands for foreign currencies of investment projects the investment policies subject to issuance of decisions on investment policies by the National Assembly, the Prime Minister, and other important projects of investment in infrastructural development.
3. Money and other assets under the lawful ownership of the investors.
1. The Prime Minister shall decide the provision of guarantees for contract execution by competent authorities or state-owned companies participating in investment projects subject to issuance of decisions on investment policies by the National Assembly, the Prime Minister, and other important projects of investment in infrastructural development.
2. The Government shall elaborate this Article.
1. Where a new law that provides more favorable investment incentives that those currently enjoyed by investor is promulgated, investors shall enjoy the new incentives for the remaining period of the incentive enjoyment of the project.
2. Where a new law that provides less favorable investment incentives that those currently enjoyed by investor is promulgated, investors shall keep enjoying the current incentives for the remaining period of the incentive enjoyment of the project.
3. The regulations in Clause 2 of this Article do not apply if regulations of law are changed for reasons of national defense and security, social order and security, social ethics, public health, or environmental protection.
c) Assist the investor in recovery from damage.
5. With regard to the investment assurance measure in Clause 4 of this Article, the investor shall make a written request within 03 years from the effective date of the new law.
1. Disputes over business investments in Vietnam shall be settled through negotiation and conciliation. If the dispute settlement cannot be reached through negotiation and conciliation, the dispute shall be resolved by arbitration or by the court in accordance with Clauses 2, 3, and 4 of this Article.
2. Every dispute between a Vietnamese investor and a foreign-invested business organization, or between a Vietnamese investor, a foreign-invested business organization and a regulatory body over business investments within Vietnam's territory shall be settled by Vietnam's arbitration or court, except for the cases in Clause 3 of this Article.
dd) An arbitral tribunal established by the parties in dispute.
4. Every dispute between a foreign investor and a regulatory body over business investments within Vietnam's territory shall be settled by Vietnam's arbitral tribunal or Vietnam's court, unless otherwise agreed or prescribed by an international agreement to which the Socialist Republic of Vietnam is a signatory.
c) Exemption, reduction of land rents, land levy.
dd) High-tech companies, science and technology companies, and science and technology organizations.
3. Investment incentives shall be given to new investment projects and expansion projects. The level of each type of incentives shall be specified by regulations of law on taxation and land.
4. Regulations in Points b, c, and d Clause 2 of this Article do not apply to mineral extraction projects; projects to manufacture/sale of goods/services subject to special excise tax according to the Law on special excise tax, except for car manufacturing.
b) Industrial parks, export-processing zones, hi-tech zones, economic zones.
3. According to regulations of Clause 1 and Clause 2 of this Article, the Government shall compile and adjust the List of business lines given investment incentives and the List of administrative divisions given investment incentives.
1. If the project has been granted a Certificate of investment registration, the registry office shall write the investment incentives, bases, and conditions for provision of investment incentives on the Certificate of investment registration.
2. If a Certificate of investment registration is not required, the investor shall be given investment incentives if the conditions for investment incentives are satisfied without having to apply for a certificate of investment. In this case, the investor shall determine the investment incentives and follow procedures for investment incentives at the tax authority, finance authority, or customs authority according to the conditions for investment incentives in Article 15 and Article 16 of this Law.
The government shall request the National Assembly to decide provision of investment incentives other than those in this Law and other laws when the development of some especially important field or administrative - economic units is necessary.
b) The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory.
2. Every foreign investor shall execute the investment project via a business organization established in accordance with Clause 1 of this Article, except for the case in which investment is made by contributing capital, buying shares, buying capital contributions, or making investments under contracts.
c) With regard to holdings of the foreign investors in other cases than those mentioned in Point a and Point b of this Clause, relevant regulations of law and the international agreements to which the Socialist Republic of Vietnam is a signatory shall apply.
c) 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause.
2. Foreign-invested business organizations in other cases than those mentioned in Points a, b, and c of this Clause shall satisfy conditions and follow investment procedures applied to Vietnamese investors when establishing business organization, when making investment by contributing capital, buying shares, buying capital contribution of business organizations, when making investments under business cooperation contracts.
3. If a foreign-invested business organization that is established in Vietnam has a new investment project, procedures for such investment project shall be followed without having to establish a new business organization.
4. The government shall specify the procedures for establishing business organizations to execute investment projects of foreign investors and foreign-invested business organizations.
1. Investors are entitled to contribute capital, buy shares, or buy capital contributions of business organizations.
2. Foreign investors making investment by contributing capital, buying shares, buying capital contribution of business organizations shall comply with regulations in Article 25 and Article 26 of this Law.
c) Contribute capital to other business organizations not mentioned in Point a and Point b of this Clause.
d) Buy capital contributions to business organizations other than those mentioned in Points a, b, and c of this Clause from their members.
3. The contribution of capital, purchase of shares or capital contributions of foreign investors in the manners in Clause 1 and Clause 2 of this Article must satisfy the conditions in Point a and Point b Clause 1 Article 22 of this Law.
a) The investor contributes capital, buy shares or capital contributions of business organizations engaged in business lines subject to conditions applied to foreign investors.
b) 51% of charter capital of the business organization or more is held by foreign investors and/or business organizations mentioned in Clause 1 Article 23 of this Law after the capital is contributed, or shares/capital contributions are purchased.
b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).
b) If the contribution of capital, purchase of shares/capital contributions satisfies the conditions in Point a and Point b Clause 1 Article 22 of this Law, the Service of Planning and Investment shall send a written notification to the investor within 15 days from the day on which the satisfactory application is received in order for the investor to follow procedures for changing shareholders/members as prescribed by law. If conditions are not satisfied, the Service of Planning and Investment shall notify the investor in writing and provide explanation.
4. Investors other than those mentioned in Clause 1 of this Article shall follow procedures for changing shareholders/members as prescribed by law when contributing capital, buying shares/capital contributions of business organizations. If such investors wish to register the capital contribution or purchase of shares/capital contributions, regulations in Clause 3 of this Article shall be followed.
1. Investors and project management companies shall sign PPP contracts with competent authorities to execute an investment project to build new infrastructural works, to improve, upgrade, expand, manage, and operate infrastructural works, or to provide public services.
2. The Government shall specify the fields, conditions, and procedures for executing investment projects under PPP contracts.
1. Business cooperation contracts signed between Vietnamese inventors are executed in accordance with civil laws.
2. Procedures for issuance of Certificates of investment registration in Article 37 of this Law shall apply to business cooperation contracts signed between a Vietnamese investor with a foreign investor, or between foreign investors.
3. Parties to a business cooperation contract shall establish a steering board to execute BBC. Functions, tasks, powers of the steering board shall be agreed by the parties.
g) Responsibilities for breaches of contract; method of dispute settlement.
2. During the execution of a business cooperation contract, parties may reach an agreement on using assets derived from the business cooperation to establish a company in accordance with regulations of law on companies.
3. Parties to a business cooperation contract may reach other agreements that do not contravene law.
4. Projects that require special policies decided by the National Assembly.
4. Other projects subject to issuance of decisions on investment policies by the Prime Minister as prescribed by law.
b) Projects that use technologies on the List of technologies restricted from transfer prescribed by regulations of law on technology transfers.
2. The investment policies of investment projects in Point a Clause 1 of this Article executed at industrial parks, export-processing zones, hi-tech zones, and economic zones in conformity with planning approved by competent authorities are not subject to approval of the People's Committees of provinces.
g) The business cooperation contract (if the project is executed under a business cooperation contract).
2. 7. The investor shall submit the dossier specified in Clause 1 of this Article to the registry office.
Within 35 days from the day on which the project dossier is received, the registry office shall notify the investor of the result.
3. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send written requests for opinions from the regulatory agencies as prescribed in Clause 6 of this Article.
4. Within 15 days from the receipt of the project dossier, the inquired agencies shall send written responses to the registry office.
5. The land authority shall provide copies of maps, the planning authority shall provide information about planning as the basis for making appraisal as prescribed in this Article within 05 working days from the receipt of the registry office's request.
e) Assessment of technologies applied to the investment project (if the project is one of those mentioned in Point b Clause 1 Article 32 of this Law).
7. Within 07 working days from the receipt of the project dossier and appraisal report, the People's Committee of the province shall issue the decision on investment policies. In case of rejection, a written response providing explanation shall be made.
g) Effective period of the decision on investment policies.
9. The government shall specify the documents and procedures for appraising investment projects of which investment policies are decided by the People's Committees of provinces.
d) Assessment of socio-economic effects of the project.
2. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send it to the Ministry of Planning and Investment and send written requests for opinions from the regulatory agencies as prescribed in Clause 6 of this Article.
3. Within 15 days from the receipt of the request, the inquired agencies shall send written responses to the registry office and the Ministry of Planning and Investment.
4. Within 25 days from the day on which the project dossier is received, the registry office request the People's Committee of the province to appraise the project dossier and send it to the Ministry of Planning and Investment.
5. Within 15 days from the receipt of the documents mentioned in Clause 4 of this Article, the Ministry of Planning and Investment shall appraise the project dossier and make an appraisal reports as prescribed in Clause 5 Article 33 of this Article, the request the Prime Minister to issue decisions on investment policies.
6. The Prime Minister shall consider deciding investment policies as prescribed in Clause 8 Article 33 of this Law.
7. The government shall specify the documents and procedures for appraising investment projects of which investment policies are decided by the Prime Minister.
dd) Proposed special policies (if any).
2. Within 03 working days from the day on which the satisfactory dossier is received, the registry office shall send the project dossier to the Ministry of Planning and Investment, and then the Ministry of Planning and Investment shall send a report to the Prime Minister and request an establishment of an Appraisal Council.
3. Within 90 days from its establishment, the Appraisal Council shall appraise the project dossier and make a report in accordance with Clause 5 Article 33 of this Law, then submit it to the Prime Minister.
4. At least 60 days before the opening of the General Meeting of the National Assembly, the Government shall submit the decision on investment policies to the agency in charge of appraisal of the National Assembly.
g) Special policies; Investment incentives, support, and conditions (if any).
7. The Government and relevant entities are responsible for providing sufficient information and documents serving the appraisal; provide explanation for the project contents at the request of the agency in charge of appraisal of the National Assembly.
g) Effective period of the Resolution on investment policies.
9. The Government shall specify documents and procedures for appraisal of project dossiers by Appraisal Council.
b) Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Article.
c) Investment is made by contributing capital, buying shares, or buying capital contributions of business organizations.
3. Vietnamese investors and the business organizations mentioned in Clause 2 Article 23 of this Article shall execute the projects mentioned in Article 30, Article 31, and Article 32 of this Law after their investment policies are decided.
4. Any investor that wishes to obtain a Certificate of investment registration for a project prescribed in Point a or Point b Clause 2 of this Article shall follow the procedures in Article 37 of this Article.
1. If the project is subject to issuance of a decision on investment policies as prescribed in Article 30, Article 31, and Article 32 of this Law, the registry office shall issue the Certificate of investment registration to the investor within 05 working days from the receipt of the decision on investment policies.
b) Within 15 days from the receipt of sufficient documents, the registry office shall issue the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.
1. Management boards of industrial parks, export-processing zones, hi-tech zones, economic zones shall receive, issue, adjust, and revoke Certificates of investment registration of the investment projects located therein.
2. The Services of Planning and Investment shall zones shall receive, issue, adjust, and revoke Certificates of investment registration of the investment projects outside industrial parks, export-processing zones, hi-tech zones, economic zones, except for the case in Clause 3 of this Article.
1. Code of the project.
2. Name and address of the investor.
3. Name of the project.
4. Location and area of the project.
5. Objectives and scale of the project.
6. Capital investment in the project (including the investor's capital and raised capital), capital contribution and capital raising schedule.
7. Duration of the project.
9. Investment incentives, support, and conditions (if any).
10. Conditions applied to the investor (if any).
1. When the Certificate of investment registration has to be adjusted, the investor shall follow the procedures for adjusting the Certificate of investment registration.
d) Documents mentioned in Points b, c, d, dd and e Clause 1 Article 33 of this Article relevant to the adjustments.
3. Within 10 working days from the day on which the satisfactory application is received as prescribed in Clause 1 of this Article, the registry office shall adjust the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.
4. If the project is subject to issuance of a decision on investment policies, the registry office shall follow the procedures for issuance of a decision on investment policies before adjusting the Certificate of investment registration if the adjustments are pertaining to the objectives, targets, primary technologies of the project, increase or decrease of capital investment by more than 10%, project duration, changes of investors or conditions applied to investors (if any).
5. If the adjustment to the Certificate of investment registration makes the project subject to issuance of a decision on investment policies, the registry office shall follow the procedures for issuance of a decision on investment policies before adjusting the Certificate of investment registration.
1. The registry office shall revoke the Certificate of investment registration in case a project is terminated as prescribed in Clause 1 Article 48 of this Law.
2. The Government shall specify the procedures for revoking the Certificate of investment registration.
1. The investor shall pay a deposit for assurance of project execution if his/her project uses land allocated or leased out by the State, or is permitted by the State to change land purposes.
2. The deposit is equal to 1% - 3% of the capital investment, depending on the scale, characteristics, and execution schedule of the project.
3. The deposit shall be returned to the investor according to the project schedule, except for the case in which it is not returned.
4. The Government shall elaborate this Article.
1. The duration of an investment project inside an economic zone shall not be longer than 70 years.
2. The duration of an investment project in outside an economic zone shall not be longer than 50 years. The duration of a project in an disadvantaged area or extremely disadvantaged area or a project with slow rate of capital recovery may be longer but not extending 70 years.
3. If a project uses land allocated or leased by the State, but the transfer of land is delayed, the delay shall not be included in the project duration.
1. The investor is responsible for quality of machinery, equipment and technological line used for the project as prescribed by law.
2. Where it is necessary for state management of science and technology or determination of tax basis, competent regulatory bodies shall request independent assessment of quality and value of machinery, equipment and technological line.
d) Conditions in the Certificate of investment registration or relevant regulations of law are complied with.
2. Where transferring a project subject to issuance of the Certificate of investment registration, the investor shall submit the documents mentioned in Clause 1 Article 33 of this Law and the project transfer contract in order to change the investor.
1. If the Certificate of investment registration or decision on investment policies has been issued, the investor shall submit written proposals to the registry office when extending the capital contribution schedule, construction schedule, and inauguration schedule (if any); schedule for target achievements.
d) The investor's commitment to carry on the project.
3. The extension shall not exceed 24 months. In force majeure events, the time for recovery shall not be included in the extension.
4. Within 15 days from the receipt of the proposal, the registry office shall offer its opinions in writing.
1. When suspending the project, the investor must notify the registry office in writing. If the project has to be suspended in a force majeure event, the investor shall be exempt from paying land rents for the suspension period, which is necessary for recovery from the event.
dd) The investor fails to adhere to the Certificate of investment registration and recommits administrative violations after incurring penalties.
3. The Prime Minister shall decide to suspend part or all of a project if the project execution threatens to affect national security at the request of the Ministry of Planning and Investment.
h) The project is terminated under a decision of the Court or arbitral tribunal.
2. The registry office shall decide project termination in the cases mentioned in Points d, dd, e, g, and h Clause 1 of this Article.
3. The investor shall liquidate the project in accordance with regulations of law on asset liquidation when terminating the project.
4. In case the project land is withdrawn by the State but the investor fails to liquidate assets on land within 12 months from the withdrawal date, the agency that issues the decision on land withdrawal shall liquidate such assets.
1. Foreign investors under a business cooperation contract may establish an operating office in Vietnam to execute the contract. The location of the operating office shall be decided by the foreign investors.
2. The operating office of a foreign investor in a business cooperation contract has its own seal; the foreign investor may open an account, hire employees, sign contracts, and do business under the business cooperation contract and Certificate of registration of operating office.
3. The foreign investor shall submit the application for registration of operating office to the registry office where the operating office is intended to be located.
d) A copy of the business cooperation contract.
5. Within 15 working days from the receipt of the application prescribed in Clause 4 of this Article, the registry office shall issue the Certificate of registration of operating office to the foreign investor.
1. Within 07 working days from the day on which the decision to shut down the operating office is issued, the foreign investor shall send a folder to the registry office where the operating office is located.
i) A copy of the business cooperation contract.
3. Within 15 working days from the day on which sufficient documents, the registry office shall issue the decision to shut down the operating office.