Chapter 4. Law On Investment 2020

THE NATIONAL THE SOCIALIST REPUBLIC OF VIETNAM
ASSEMBLY Independence - Freedom - Happiness

_________ __________________
Law No. 61/2020/QH14
LAW
ON INVESTMENT
Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Investment.
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation

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This Law prescribes business investment activities in Vietnam and
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offshore business investment activities from Vietnam.
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Article 2. Subjects of application
This Law applies to investors, agencies, organizations and individuals
involved in business investment activities.
Article 3. Interpretation of terms
In this Law, the terms below are construed as follows:
1. Investment policy approval means a competent state agency’s approval
for project objectives, site, scope, schedule and duration; investors or forms of
investor selection as well as special mechanisms and policies (if any) to
implement an investment project.
2. Investment registration agency means a state agency competent to
grant, modify and revoke investment registration certificates.
3. National investment database means a data set of investment projects on a
national scope, which is connected to the database system of concerned agencies.
4. Investment project means a set of proposals on using medium- or long-
term capital to carry out business investment activities in a specific geographical
area within a specified period of time.
5. Expanded investment project means an investment project to develop
an operating investment project by expanding its scope, raising its capacity,
renewing technologies, reducing pollution or improving the environment.
6. New investment project means an investment project that is
implemented for the first time or an investment project that is independent from
an operating investment project.
7. Innovative start-up investment project means an investment project that
realizes start-up ideas based on the exploitation of intellectual property,
technology and new business models, and is capable of rapid growth.
8. Business investment means the use of investment capital by investors to
carry out business activities.
9. Business investment conditions means conditions that individuals and
organizations shall satisfy when being involved in business investment activities
in sectors and trades subject to conditional business investment.
10. Market access conditions for foreign investors means conditions that a
foreign investor shall satisfy in order to invest in sectors and trades included in
the list of sectors and trades restricted market access for foreign investors as
prescribed in Clause 2, Article 9 of this Law.
11. Investment registration certificate means a paper or an electronic
document acknowledging information on an investment project registered by
an investor.
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12. National investment information system means a professional
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information system used to monitor, evaluate and analyze the situation of
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investment nationwide to serve state management work and support investors in
carrying out business investment activities.
13. Offshore investment activities means an investor’s transfer of investment
capital from Vietnam to foreign countries and use of the profits earned from this
investment capital to carry out business investment activities abroad.
14. Business cooperation contract (hereinafter referred to as BCC
contract) means a contract signed between investors for business cooperation
and profit or product distribution in accordance with law without establishing an
economic organization.
15. Export-processing zone means an industrial park specialized in producing
exports and providing services for export production and export activities.
16. Industrial park means an area which has a delimited geographical
boundary and is specialized in producing industrial goods and providing services
for industrial production.
17. Economic zone means an area which has a delimited geographical
boundary, consists of various functional sub-zones and is established for the
purposes of investment attraction, socio-economic development and national
defense and security safeguarding.
18. Investor means organizations and individuals carrying out business
investment activities. Investors include domestic investors, foreign investors and
foreign-invested economic organizations.
19. Foreign investor means a foreign national or an organization
established in accordance with foreign laws that carries out business investment
activities in Vietnam.
20. Domestic investor means a Vietnamese national or an economic
organization without any members or shareholders being foreign investors.
21. Economic organization means an organization established and
operating in accordance with Vietnam’s law. Economic organizations include
enterprises, cooperatives, unions of cooperatives and other organizations that
carry out business investment activities.
22. Foreign-invested economic organization means an economic
organization having members or shareholders being foreign investors.
23. Investment capital means money and other assets as prescribed in civil
law and international treaties to which the Socialist Republic of Vietnam is a
contracting party to carry out business investment activities.
Article 4. Application of the Law on Investment and relevant laws
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1. Business investment activities in the Vietnamese territory must comply
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with the Law on Investment and other relevant laws.
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2. If there are any different provisions between the Law on Investment
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and other laws promulgated before the effective date of this Law regarding
sectors and trades banned from business investment or sectors and trades subject
to conditional business investment, the provisions of this Law must prevail.
The provisions regarding sectors and trades banned from business
investment or sectors and trades subject to conditional business investment in
other laws must be consistent with Article 6 and the Appendices of this Law.
3. If there are any different provisions between the Law on Investment and
other laws promulgated before the effective date of the Law on Investment
regarding the order and procedures for business investment and investment
assurance, the provisions of this Law must prevail, except for the following cases:
a) The investment, management and use of the state investment capital in
enterprises comply with the Law on Management and Use of State Capital in
Production and Business in Enterprises;
b) The competence, order and procedures for public investment and the
management and use of public investment capital comply with the Law on
Public Investment;
c) The competence, order and procedures for investment and project
implementation; laws governing project contracts; investment guarantee, state
capital management mechanism applied directly to investment projects by the
public-private partnership form comply with the Law on Public-Private
Partnership Investment;
d) The implementation of investment projects on construction, houses and
urban areas complies with the Law on Construction, the Law on Housing and
the Law on Real Estate Business after a competent agency has approved
investment policies as well as adjustment of investment policies in accordance
with the provisions of the Law on Investment;
dd) The competence, order, procedures and conditions for business
investment comply with the Law on Credit Institutions, the Law on Insurance
Business and the Law on Petroleum;
e) The competence, order, procedures, conditions for business investment
or activities on securities and securities market on Vietnam's securities market
comply with the Law on Securities.
4. If other laws promulgated after the effective date of the Law on
Investment need specific provisions on investment that are different from the
provisions of this Law, these laws must specify the specific contents that comply
with or not comply with the Law on Investment, and the contents that comply
with these laws.
5. With regard to a contract in which at least one party is a foreign
investor or an economic organization as prescribed in Clause 1, Article 23 of the
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Law on Investment, the parties may agree in the contract on application of
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foreign laws or international investment practices if such agreements are not
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contrary to the provisions of Vietnam’s law.
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Article 5. Business investment policies
1. Investors are entitled to carry out business investment activities in the
sectors and trades that are not banned by this Law. With regard to the sectors
and trades subject to conditional business investment, investors must satisfy the
business investment conditions as prescribed by law.
2. Investors may decide by themselves and take self-responsibility for
business investment activities in accordance with this Law and other relevant
laws; and are entitled to access and use credit capital sources and support funds
and use land and other natural resources in accordance with law.
3. Investors shall be suspended, ceased or terminated from business
investment activities if such activities cause harms or threaten to cause harms to
national defense and security.
4. The State shall recognize and protect investors’ ownership of property,
investment capital, incomes and other lawful rights and interests.
5. The State shall treat investors equally; adopt policies to encourage and
create favorable conditions for investors to carry out business investment
activities for sustainable economic development.
6. The State shall respect and implement international treaties related to
business investment to which the Socialist Republic of Vietnam is a
contracting party.
Article 6. Sectors and trades banned from business investment
1. To prohibit the following business investment activities:
a) Trade in narcotic substances specified in Appendix I to this Law;
b) Trade in chemicals and minerals specified in Appendix II to this Law;
c) Trade in specimens of wild fauna and flora species extracted from
nature specified in Appendix I to the Convention on International Trade on
Endangered Species of Wild Fauna and Flora; natural specimens of endangered,
precious and rare forest fauna, flora and aquatic fauna species of Group I
extracted from nature specified in Appendix III of this Law;
d) Prostitution;
dd) Trafficking in humans, human tissues, corpses, organs and fetuses;
e) Business activities related to human cloning;
g) Trade in firecrackers;
h) Debt collection services.
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2. The production and use of the products specified at Points a, b and c,
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Clause 1 of this Article in analysis, testing, scientific research, healthcare,
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pharmaceutical production, criminal investigation, and national defense and
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security safeguarding must comply with the Government's regulations.
Article 7. Sectors and trades subject to conditional business investment
1. Sectors and trades subject to conditional business investment are
sectors and trades in which business investment activities must meet certain
conditions for the reason of national defense and security, social order and
safety, social ethics or community well-being.
2. The list of sectors and trades subject to conditional business investment
is provided in Appendix IV to this Law.
3. Conditions for business investment in the sectors and trades specified in
Clause 2 of this Article shall be prescribed in laws, the National Assembly’s
resolutions, the Standing Committee of the National Assembly’s ordinances and
resolutions, the Government’s decrees, and international treaties to which the
Socialist Republic of Vietnam is a contracting party. Ministries, ministerial-level
agencies, People's Councils, People's Committees at all levels, other agencies,
organizations and individuals may not promulgate regulations on business
investment conditions.
4. Conditions for business investment must be prescribed in accordance with
the reasons specified in Clause 1 of this Article and must ensure publicity,
transparency and objectiveness, and save time and compliance costs for investors.
5. Provisions on business investment conditions must contain the
following contents:
a) Subjects and scope of applying business investment conditions;
b) Forms of applying business investment conditions;
c) Contents of business investment conditions;
d) Dossiers, order and administrative procedures to comply with business
investment conditions (if any);
dd) State management agencies and agencies competent to handle
administrative procedures for business investment conditions;
e) Effective period of licenses, certificates, credentials or other written
confirmation or approval (if any).
6. Conditions for business investment shall be applied in the following forms:
a) License;
b) Certificate;
c) Credential;
d) Written confirmation and approval;
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dd) Other requirements that individuals and economic organizations must
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meet in order to carry out business investment activities without the written
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certification of competent agencies.
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7. Sectors and trades subject to conditional business investment and
business investment conditions applicable to such sectors and trades shall be
published on the national enterprise registration information portal.
8. The Government shall stipulate in detail the publication and control of
business investment conditions.
Article 8. Amendment and supplementation of sectors and trades
banned from business investment, the list of sectors and trades subject to
conditional business investment, and business investment conditions
1. Based on socio-economic conditions and state management
requirements in each period, the Government shall review the sectors and trades
banned from business investment and the list of sectors and trades subject to
conditional business investment, and propose the National Assembly to amend
and supplement Articles 6, 7 and Appendices to this Law according to fast-track
order and procedures.
2. The amendment and supplementation of sectors and trades subject to
conditional business investment or business investment conditions must comply
with the provisions of Clauses 1, 3, 4, 5 and 6, Article 7 of this Law.
Article 9. Sectors, trades and market access conditions for foreign
investors
1. Foreign investors shall be entitled to apply the market access conditions
as prescribed for domestic investors, except for the cases specified in Clause 2
of this Article.
2. Based on laws, the National Assembly’s resolutions, the Standing
Committee of the National Assembly’s ordinances and resolutions, the
Government’s decrees, and international treaties to which the Socialist Republic
of Vietnam is a contracting party, the Government shall announce the list of
sectors and trades restricted market access for foreign investors, including:
a) Sectors and trades are not allowed to access to the market;
b) Sectors and trades are subject to conditional market access.
3. Market access conditions for foreign investors prescribed in the list of
sectors and trades restricted market access for foreign investors shall include:
a) Ratio of foreign investors’ ownership of charter capital in economic
organizations;
b) Form of investment;
c) Scope of investment;
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d) Capability of investors and partners participating in investment activities;
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dd) Other conditions as prescribed in laws, the National Assembly’s
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resolutions, the Government’s decrees, and international treaties to which the
Socialist Republic of Vietnam is a contracting party.
4. The Government shall stipulate in detail this Article.
Chapter II
INVESTMENT GUARANTEES
Article 10. Guarantee of property ownership

1. Lawful properties of investors shall be neither nationalized nor
confiscated by administrative measures
2. In case the State compulsorily purchases or requisitions their properties
for national defense or security reasons or in the national interests, in a state of
emergency or in response to natural disaster, investors are entitled to payment or
compensation in accordance with the law on compulsory purchase and
requisition of properties and other relevant laws.
Article 11. Guarantee of business investment activities
1. The State may not compel investors to comply with the following
requirements:
a) To prioritize purchasing and using domestic goods and services or to
purchase goods and services from domestic goods producers or service providers;
b) To reach a certain rate of exported goods or services; to limit the
quantity, value or types of goods and services exported or domestically
produced or provided;
c) To import goods in a quantity or value corresponding to the quantity or
value of exported goods or to balance foreign currencies by using export
earnings to meet import demand;
d) To reach a certain localization rate for domestically produced goods;
dd) To reach a certain level or value in domestic research and
development activities;
e) To supply goods or provide services at a specific place in the country
or abroad;
g) To locate their head offices at places requested by competent state
agencies.
2. Based on socio-economic development conditions and demands for
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investment attraction in each period, the Prime Minister shall decide on the
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application of the State's guarantee forms to implement investment projects
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subject to investment policy decision by the National Assembly or the Prime
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Minister, and other important infrastructure development investment projects.
The Government shall stipulate in detail this Clause.
Article 12. Guarantee of the right to transfer properties of foreign
investors abroad
After fulfilling their financial obligations towards the Vietnamese State in
accordance with law, foreign investors may transfer abroad the following
properties:
1. Investment capital and investment liquidation proceeds;
2. Incomes from business investment activities;
3. Money and other assets under their lawful ownership.
Article 13. Guarantee of business investment in case of change of law
1. In case a new legal document introduces new investment incentives or
investment incentives higher than those currently applied to investors, investors
may enjoy such incentives for the remaining incentive enjoyment period of their
projects, except for special investment incentives for investment projects
specified at Point a, Clause 5, Article 20 of this Law.
2. In case a new legal document introduces investment incentives lower
than those currently applied to investors, investors may continue enjoying the
investment incentives according to previous regulations for the remaining
incentive enjoyment period of their projects.
3. The provision of Clause 2 of this Article does not apply to cases of
change of law for the reason of national defense and security, social order and
safety, social ethics, community well-being or environmental protection.
4. In cases where investors are not permitted to continue enjoying
investment incentives according to Clause 3 of this Article, they may be
considered and settled by one or some of the following measures:
a) Deducting the actual damage suffered by investors from their taxable
incomes;
b) Adjusting operational objectives of investment projects;
c) Supporting investors to remedy their damage.
5. With regard to the investment guarantee measures prescribed in Clause
4 of this Article, investors shall file written requests within 03 years from the
effective date of the new legal document.
Article 14. Settlement of disputes in business investment activities
1. Disputes over business investment activities in Vietnam shall be settled
through negotiation and conciliation. In case negotiation and conciliation fail,
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disputes shall be settled at an arbitration or a court according to Clauses 2, 3 and
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4 of this Article.
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2. Disputes over business investment activities in the Vietnamese territory
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between domestic investors and foreign-invested economic organizations or
between domestic investors or foreign-invested economic organizations and
competent state agencies shall be settled by a Vietnamese arbitration or court,
except the cases prescribed in Clause 3 of this Article.
3. Disputes between investors of whom at least one party is a foreign
investor or an economic organization specified at Points a, b and c, Clause 1,
Article 23 of this Law may be settled by one of the following agencies and
organizations:
a) Vietnamese Court;
b) Vietnamese arbitration;
c) Foreign arbitration;
d) International arbitration;
dd) Arbitration set up by the parties in dispute.
4. Disputes over business investment activities in the Vietnamese territory
between foreign investors and competent state agencies shall be settled by a
Vietnamese arbitration or court, unless otherwise agreed in contracts or provided
by a treaty to which the Socialist Republic of Vietnam is a contracting party.
Chapter III
INVESTMENT INCENTIVES AND SUPPORTS
Article 15. Forms of, and subjects eligible for, investment incentives
1. Forms of investment incentives shall include:
a) Preferential enterprise income tax, including the application of
enterprise income tax rates lower than ordinary tax rates with a definite period
of time or for the whole implementation duration of investment projects; tax
exemption or reduction and other incentives in accordance with the Law on
Enterprise Income Tax;
b) Exemption from import duty on goods imported to create fixed assets;
and materials, supplies and components imported for production in accordance
with the Law on Import and Export Duty;
c) Exemption from or reduction of land use levy, land rental, and land use tax;
d) Quick depreciation or increase in deductible expenses upon calculating
taxable income.
2. Subjects eligible for investment incentives shall include:
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a) Investment projects in the sectors and trades eligible for investment
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incentives prescribed in Clause 1, Article 16 of this Law;
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b) Investment projects in the geographical areas eligible for investment
incentives prescribed in Clause 2, Article 16 of this Law;
c) Investment projects capitalized at VND 6,000 billion or more,
disbursing at least VND 6,000 billion within 03 years after obtaining an
investment registration certificate or investment policy decision, and satisfying
one of the following criteria: having a total minimum turnover of VND 10,000
billion per year within the latest time limit of 03 years from the year when
having turnover, or employing over 3,000 employees;
d) Social housing construction investment project; investment projects in
rural areas employing 500 workers or more; investment projects employing
employees with disabilities in accordance with the law on persons with
disabilities;
dd) High-tech enterprises, science and technology enterprises, science and
technology organizations; projects with technology transfer on the list of
technologies encouraged for transfer in accordance with the law on technology
transfer; technology incubator, science and technology business incubator in
accordance with the law on high technologies and the law on science and
technology; enterprises producing and supplying technologies, equipment,
products and services serving the requirements of environmental protection in
accordance with the law on environmental protection;
e) Innovative start-up investment projects, innovation centers, research
and development centers;
g) Business investment in product distribution chains of small- and
medium-sized enterprises; business investment in technical facilities supporting
small- and medium-sized enterprises, and small- and medium-sized business
incubators; business investment in a working area to support small- and
medium-sized enterprises in their innovative start-ups in accordance with the
law on supporting small and medium-sized enterprises.
3. Investment incentives shall be applied to new investment projects and
expanded investment projects.
4. Specific incentive level applicable to each type of investment incentives
shall comply with the law on tax, accounting and land.
5. Investment incentives prescribed at Points b, c and d, Clause 2 of this
Article must not apply to the following investment projects:
a) Investment project on exploiting minerals;
b) Investment projects on production and trading of goods and services
subject to special consumption tax under the Law on Special Consumption Tax,
except for projects on manufacturing automobiles, aircraft and yachts;
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c) Commercial housing construction investment projects in accordance
with the law on housing.
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6. Investment incentives shall be applied for a definite term and based on
the results of project implementation by the investor. Investors must meet
conditions for enjoying incentives as prescribed by law during their investment
incentive enjoyment period.
7. Investment projects which satisfy the conditions for enjoying various
investment incentives, including investment incentives prescribed in Article 20
of this Law, may enjoy the highest investment incentive level.
Article 16. Sectors and trades eligible for investment incentives,
geographical areas eligible for investment incentives
1. Sectors and trades eligible for investment incentives shall include:
a) Hi-tech activities, hi-tech supporting industrial products, research and
development activities, manufacture of products created by scientific and
technological results in accordance with the law on science and technology;
b) Production of new materials, new energies, clean energies and
renewable energies; manufacture of products with an added value of at least
30% and energy-saving products;
c) Manufacture of electronic products, key mechanical products,
agricultural machinery, automobiles and automobile parts; shipbuilding;
d) Manufacture of products on the list of supporting industrial products
prioritized for development;
dd) Manufacture of information technology products, software and
digital content;
e) Cultivation and processing of agricultural, forest and fishery products;
forest planting and protection; salt production; marine fishing and fishing
logistic services; production of plant varieties and animal breeds and biotech
products;
g) Waste collection, treatment, recycling or re-use;
h) Investment in development, operation and management of
infrastructure facilities; development of mass transit in urban centers;
i) Pre-school education, general education, vocational education and
higher education;
k) Medical examination and treatment; production of drugs and materials
for drug manufacture and preservation; scientific research into preparation
technologies and biotechnologies for producing new drugs; manufacturing;
manufacture of medical equipment;
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l) Investment in physical training and sports facilities for people with
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disabilities or professional athletes; protection and promotion of the value of
cultural heritages;
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m) Investment in geriatric centers, psychiatric centers, treatment centers
for orange agent victims; nursing homes for the elderly, people with disabilities,
orphans and street children;
n) People’s credit funds and microfinance institutions;
o) Manufacture of goods and provision of services creating or
participating in industry value chains and clusters.
2. Geographical areas eligible for investment incentives shall include:
a) Geographical areas with difficult or extremely difficult
socioeconomic conditions;
b) Industrial parks, export-processing zones, hi-tech parks and
economic zones.
3. Based on the sectors, trades and geographical areas eligible for
investment incentives prescribed in Clauses 1 and 2 of this Article, the
Government shall promulgate, revise and supplement the list of sectors and
trades eligible for investment incentives and the list of geographical areas
eligible for investment incentives.
Article 17. Procedures for application of investment incentives
Based on the subjects specified in Clause 2, Article 15 of this Law,
written approval of investment policy (if any), investment registration certificate
(if any), and other relevant laws, investors shall determine by themselves the
investment incentives and carry out the procedures for enjoying such investment
incentives at the tax agency, finance agency, customs agency and other
competent agency, depending on each type of investment incentive.
Article 18. Forms of investment support
1. Forms of investment support shall include:
a) Support for development of technical and social infrastructure systems
inside or outside project fences;
b) Support for human resources training and development;
c) Credit support;
d) Support for access to production and business grounds; support for
production and business establishments’ relocation under state agencies’ decisions;
dd) Support for science, technique and technology transfer;
e) Support for market development and information provision;
g) Support for research and development.
2. Based on the socio-economic development orientations and the ability
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to balance the state budget in each period, the Government shall stipulate in
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detail the forms of investment support specified in Clause 1 of this Article for
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hi-tech enterprises, science and technology enterprises, science and technology
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organizations, enterprises investing in agriculture and rural areas, enterprises
investing in education, law dissemination and other subjects.
Article 19. Support for development of infrastructure systems of
industrial parks, export-processing zones, hi-tech parks and economic zones
1. Based on the decided or approved planning in accordance with the law
on planning, ministries, ministerial-level agencies and provincial-level People's
Committees shall formulate plans on development investment in, and organize
the construction of, technical and social infrastructure systems outside the fences
of industrial parks, export-processing zones, hi-tech parks and functional sub-
zones of economic zones.
2. The State shall support part of development investment capital from the
state budget and preferential credit capital for the comprehensive development
of technical and social infrastructure systems inside and outside the fences of
industrial parks in areas meeting with difficult or extremely difficult socio-
economic conditions.
3. The State shall support part of development investment capital from the
state budget and preferential credit capital and apply other methods to raise
capital for the construction of technical and social infrastructure systems within
economic zones and hi-tech parks.
Article 20. Special investment incentives and supports
1. The Government shall decide on the application of special investment
incentives and supports in order to encourage the development of investment
projects with great impacts on socio-economic development.
2. Subjects eligible for special investment incentives and supports
specified in Clause 1 of this Article shall include:
a) Newly-established investment projects (including the expansion of such
newly-established projects), innovation centers, research and development
centers having a total investment capital of VND 3,000 billion or more,
investment registration certificate or investment policy decision; national
innovation center established under the decision of the Prime Minister;
b) Investment projects in sectors and trades eligible for special investment
incentives having a total investment capital of VND 30,000 billion or more,
investment registration certificate or investment policy decision.
3. Levels and duration for special incentive application shall comply with
the Law on Enterprise Income Tax and the Law on Land.
4. Special investment support shall comply with the forms as prescribed in
Clause 1, Article 18 of this Law.
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5. Special investment incentives and supports prescribed in this Article
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shall not apply to the following cases:
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a) Investment projects that have been granted investment certificates,
investment registration certificates or investment policy decisions before the
effective date of this Law;
b) Investment projects prescribed in Clause 5, Article 15 of this Law.
6. The Government shall propose the National Assembly to decide on
application of investment incentives other than those provided for in this Law and
other laws in cases where it is necessary to encourage the development of a
particularly important investment project or a special administrative - economic unit.
Chapter IV
INVESTMENT ACTIVITIES IN VIETNAM
Section 1
FORMS OF INVESTMENT
Article 21. Forms of investment

1. Investment in establishment of economic organizations.
2. Investment in the form of capital contribution, share purchase and
capital contribution purchase.
3. Implementation of investment projects.
4. Investment in the form of BCC contract.
5. New forms of investment and economic organizations in accordance
with the Government's regulations.
Article 22. Investment in establishment of economic organizations
1. Investors shall establish economic organizations in accordance with the
following provisions:
a) Domestic investors establishing economic organizations shall comply
with the law on enterprises and the laws corresponding to each type of economic
organization;
b) Foreign investors establishing economic organizations shall meet the
market access conditions for foreign investors as prescribed in Article 9 of this Law;
c) Before establishing economic organizations, foreign investors must
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have investment projects and follow the procedures for issuance as well as
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amendment of investment registration certificates, except for the establishment
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of small- and medium-sized start-up enterprises and innovative start-up
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investment funds in accordance with the law on supporting small and medium-
sized enterprises.
2. From the date of being granted an enterprise registration certificate or
other documents of equivalent legal validity, economic organizations established
by foreign investors may be investors implementing projects in accordance with
regulations in the investment registration certificate.
Article 23. Implementation of investment activities by foreign-
invested economic organizations
1. When making investment in establishment of other economic
organizations; contribution of capital to, or purchase of shares or capital
contributions at, other economic organizations; or investment in the form of
BCC, economic organizations must meet the conditions and shall carry out
investment procedures according to regulations applicable to foreign investors if
falling into one of the following cases:
a) Having 50% or more of their charter capital held by a foreign
investor(s), or having a majority of their general partners being foreign
individuals, for economic organizations being partnership companies;
b) Having 50% or more of their charter capital held by an economic
organization(s) prescribed at Point a of this Clause;
c) Having 50% or more of their charter capital held by a foreign
investor(s) and an economic organization(s) prescribed at Point a of this Clause.
2. When making investment in establishment of other economic
organizations; contribution of capital to, or purchase of shares or capital
contributions at, other economic organizations; or investment in the form of
BCC, economic organizations other than those specified at Points a, b and c,
Clause 1 of this Article must meet the conditions and shall carry out investment
procedures according to regulations applicable to domestic investors.
3. In case a foreign-invested economic organization already established in
Vietnam has a new investment project, it may carry out procedures to implement
such project without having to establish a new economic organization.
4. The Government shall stipulate in detail the order and procedures for
investment in establishment of economic organizations and implementation of
investment activities of foreign investors and foreign-invested economic
organizations.
Article 24. Investment in the form of capital contribution, share
purchase and capital contribution purchase
1. Investors are entitled to contribute capital to, and purchase shares and
capital contributions at, economic organizations.
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2. Foreign investors making investment in the form of capital contribution
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to, or purchase of shares or capital contributions at, economic organizations
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shall satisfy the following regulations and conditions:
a) Meeting the market access conditions for foreign investors as
prescribed in Article 9 of this Law;
b) Ensuring national defense and security in accordance with this Law;
c) Complying with the law on land regarding conditions for receiving
land, land use rights, and conditions for land use on islands and border or coastal
communes, wards and towns.
Article 25. Forms of capital contribution, share purchase and capital
contribution purchase
1. Investors may contribute capital to economic organizations in the
following forms:
a) Purchasing initially or additionally issued shares of joint stock
companies;
b) Contributing capital to limited liability companies and partnerships;
c) Contributing capital to other economic organizations not prescribed at
Points a and b of this Clause.
2. Investors may purchase shares or capital contributions at economic
organizations in the following forms:
a) Purchasing shares of joint stock companies from such companies or
their shareholders; b) Purchasing capital contributions of members of limited
liability companies to become members of such companies; c) Purchasing
capital contributions of capital-contributing members in partnerships to become
capital-contributing members of such partnerships;
d) Purchasing capital contributions of members of other economic
organizations not prescribed at Points a, b and c of this Clause.
Article 26. Procedures for investment in the form of capital
contribution, share purchase and capital contribution purchase
1. Investors contributing capital, purchasing shares or capital
contributions at economic organizations must meet the conditions and shall
carry out procedures for changing members and shareholders in accordance with
the provisions of law corresponding to each type of economic organization.
2. Investors shall carry out procedures to register the contribution of
capital to, or purchase of shares or capital contributions at, economic
organizations before changing members or shareholders if falling into one of the
following cases:
a) The capital contribution or share purchase or capital contribution
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purchase leads to an increase in the ownership ratio of foreign investors at
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conditional market access to foreign investors; am
economic organizations conducting business of sectors and trades with
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b) The capital contribution or share or capital contribution purchase leads
to a situation whereby foreign investors or the economic organizations
prescribed in Points a, b and c, Clause 1, Article 23 of this Law hold more than
50% of charter capital of the concerned economic organizations in the following
cases: increasing the ownership ratio of foreign investors’ charter capital from
below or equal to 50% to over 50%; increasing the ownership ratio of foreign
investors’ charter capital when foreign investors hold more than 50% of charter
capital in economic organizations;
c) Foreign investors contributing capital, purchasing shares or capital
contributions at economic organizations have land use right certificates on
islands and border or coastal communes, wards and townships; and other areas
affecting national defense and security.
3. Investors who do not fall into the cases prescribed in Clause 2 of this
Article shall carry out the procedures for changing shareholders or members in
accordance with relevant laws when contributing capital, purchasing shares or
capital contributions at economic organizations. In cases where investors wish to
register for contributing capital, purchasing shares or capital contributions at
economic organizations, they shall comply with Clause 2 of this Article.
4. The Government shall stipulate in detail the dossiers, order and
procedures for capital contribution, share purchase and capital contribution
purchase of economic organizations prescribed in this Article.
Article 27. Investment in the form of a BCC contract
1. BCC contracts signed between domestic investors shall comply with
the civil law.
2. For BCC contracts signed between domestic investors and foreign
investors or between foreign investors, the procedures for grant of investment
registration certificates prescribed in Article 38 of this Law shall be carried out.
3. Parties to a BCC contract shall form a coordinating board to perform
the BCC. Functions, tasks and powers of the coordinating board shall be agreed
by the parties.
Article 28. Contents of a BCC
1. A BCC must have the following principal contents:
a) Names, addresses and competent representatives of contractual parties;
transaction address or address of the project implementation site;
b) Objectives and scope of business investment activities;
c) Contributions of contractual parties and distribution of business
investment results between the parties;
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d) Schedule and duration of contract performance;n
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dd) Rights and obligations of contractual parties;
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e) Modification, transfer and termination of the contract;
g) Liabilities for breaches of contract, method of dispute settlement.
2. In the course of performing a BCC, contractual parties may agree to use
assets created from their business cooperation to establish enterprises in
accordance with the law on enterprises.
3. Parties to a BCC contract have the right to agree on other contents
which must not be contrary to law.
Section 2
INVESTMENT POLICY APPROVAL AND INVESTOR
SELECTION
Article 29. Investor selection for investment project implementation

1. Investor selection shall be carried out through one of the following
methods:
a) Auctioning land use rights in accordance with the Law on Land;
b) Bidding to select investors in accordance with the Law on Bidding;
c) Approving the investors as prescribed in Clause 3 and Clause 4 of
this Article.
2. After the investment policy approval, the investor selection for
investment project implementation according to Points a and b, Clause 1 of this
Article shall be conducted, except for cases where investment projects are not
included in the cases eligible for investment policy approval.
3. In cases where only one person registers to participate in land use right
auction or the land use right auction fails in accordance with the law on land or
only one investor registers to participate in bidding for investor selection in
accordance with the law on bidding, competent agencies shall carry out
procedures for approving investor when the investor meets the conditions
prescribed by relevant laws.
4. With regard to investment projects eligible for investment policy
approval, competent agencies shall approve both investment policies and
investors without auctioning land use rights or bidding for investor selection in
the following cases:
a) Investors have the right to use land, except for cases where the State
recovers land for national defense and security purposes or for socio-
economic development in the national and public interests in accordance with
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the law on land;
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b) Investors that receive transfer, capital contribution, lease agricultural
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land use rights to implement non-agricultural production and business
investment projects are not included in the cases where the State recovers land
in accordance with the law on land;
c) Investors implement investment projects in industrial parks and hi-
tech zones;
d) Other cases that are not subject to auctions or biddings as
prescribed by law.
Article 30. Competence of the National Assembly to make investment
policy approval
The National Assembly shall approve investment policies for the
following investment projects:
1. Projects with great environmental impacts or a latent possibility of
causing serious environmental impacts, including:
a) Nuclear power facilities;
b) Investment projects requiring change of use purposes of land under
special-use forests, headwater protection forests or border protection forests of
50 hectares or larger; wind-break, sand-break and tide-break protection forests,
sea encroachment forests of 500 hectares or larger; production forests of 1,000
hectares or larger;
2. Investment projects requiring change of the use purpose of at least 500
hectares of paddy fields with 02 or more crops;
3. Investment projects requiring relocation and resettlement involving
20,000 or more people in mountainous regions or 50,000 or more people in
other regions;
4. Investment projects requiring application of special mechanisms and
policies subject to decision by the National Assembly.
Article 31. Competence of the Prime Minister to make investment
policy approval
Except for investment projects prescribed in Article 30 of this Law, the
Prime Minister shall approve investment policies for the following projects:
1. An investment project does not distinguish capital sources in one of the
following cases:
a) Investment projects requiring relocation and resettlement involving
10,000 or more people in mountainous regions or 20,000 or more people in
other regions;
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b) New construction investment projects, including: airports and airfields;
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runways of airports and airfields; passenger terminals of international airports;
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cargo terminals of airports and airfields with an annual capacity of at least 01
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million tons;
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c) New investment projects on commercial operation of air transport;
d) New construction investment projects: ports and port areas belonging
to special seaports; ports and port areas with investment capital of VND 2,300
billion or more belonging to class I seaports;
dd) Investment projects on petroleum exploitation and processing;
e) Investment projects with betting and casino business, except for prize-
winning electronic games for foreigners;
g) Investment projects on house building (for sale, lease, hire purchase)
and urban areas in the following cases: investment projects with land use area of
50 hectares or larger, or less than 50 hectares but having a population of 15,000
or more in urban areas; investment projects with land use area of 100 hectares or
larger, or less than 100 hectares but having a population of 10,000 or more in
non-urban areas; investment projects irrespective of the land area and population
within the protection scope of relics recognized by competent authorities as
national monuments or special national monuments;
h) Investment project on building and commercial operation of
infrastructure of industrial parks and export processing zones.
2. Investment projects of foreign investors in the field of
telecommunications service provision with network infrastructure, forest
plantation, publishing and press;
3. Investment projects subject to investment policy approval by two or
more provincial-level People's Committees;
4. Other projects subject to investment policy approval or investment
decision by the Prime Minister in accordance with law.
Article 32. Competence of provincial-level People’s Committees to
make investment policy approval
1. Except for investment projects prescribed in Articles 30 and 31 of this
Law, provincial-level People's Committees shall approve investment policy for
the following projects:
a) Investment projects requiring land allocation or land lease by the
State not through auction, bidding or transfer, projects requiring change of
land use purposes, except for cases of allocation land, land lease and
permission for change of land use purposes of households and individuals not
subject to written approval by provincial-level People's Committees in
accordance with the law on land;
b) Investment projects on house building (for sale, lease, hire purchase)
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and urban areas in the following cases: investment projects with land use area of
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less than 50 hectares having a population of less than 15,000 people in urban
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areas; investment projects with a land use area of less than 100 hectares having a
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population of less than 10,000 people in non-urban areas; and investment
projects irrespective of the land area and population within areas of restricted
development or historical inner city (defined in urban planning projects) of
special-grade urban areas;
c) Investment projects on building and commercial operation of golf course;
d) Investment projects of foreign investors and foreign-invested economic
organizations implemented on islands and border or coastal communes, wards
and townships; and other areas affecting national defense and security.
2. With regard to investment projects specified at Points a, b and d,
Clause 1 of this Article and implemented in industrial parks, export-
processing zones, hi-tech parks or economic zones in accordance with
planning approved by competent agencies, the investment policies shall be
approved by management boards of industrial parks, export-processing zones,
hi-tech parks and economic zones.
Article 33. Dossiers and appraisal contents of application for
investment policy approval
1. A dossier of application for investment policy approval of a project
prepared by an investor shall include:
a) A written request for the investment project implementation, including
commitment to bear all costs and risks in case where the project fails to be approved;
b) Documents about the investor’s legal status;
c) Documents proving the financial capacity of the investor, including at
least one of the following documents: the investor’s financial statements in the
last 02 years; parent companies’ or financial institutions’ commitment to
financial support; guarantee of the investor’s financial capacity; and other
documents proving the investor’s financial capacity;
d) Investment project proposals, including the following main contents:
the investor or forms of investor selection, investment objectives, investment
scope, investment capital and capital raising methods, investment
implementation site, duration and schedule, information about land use status
quo at the site of project implementation, proposal for land use demand (if any)
and labor demand, proposal for investment incentives, socio-economic impacts
and benefits of the project, preliminary assessment of environmental impacts (if
any) in accordance with the law on environmental protection.
In case where the law on construction provides for the preparation of pre-
feasibility study report, the investor may submit such pre-feasibility study report
instead of the investment project proposal;
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dd) In case where an investment project does not require land allocation,
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land lease, and permission for change of land use purposes by the State, a copy
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of the document proving land use right or other documents proving the right to
use the site for investment project implementation shall be submitted;
e) An explanation about the technology used in the investment project for
the project subject to appraisal and consultation with technology in accordance
with the law on technology transfer;
g) A BCC contract for the investment project in the form of BBC
contracts;
h) Other documents related to the investment project as well as requirements
on conditions and capacity of the investor as prescribed by law (if any).
2. A dossier of application for investment policy approval of a project
prepared by a competent state agency shall include:
a) A submission report for investment policy approval;
b) Investment project proposals, including the following main contents:
investment objectives, investment scope, investment capital, investment
implementation site, duration and schedule, socio-economic impacts and
benefits of the project; information about the land use status quo at the site of
project implementation, conditions for land recovery for the project subject to
land recovery, expected land use demand (if any); preliminary assessment of
environmental impacts (if any) in accordance with the law on environmental
protection; expected form of investor selection and conditions for the investor (if
any); special mechanisms and policies (if any).
In case where the law on construction provides for the preparation of pre-
feasibility study report, competent state agencies may submit such pre-feasibility
study reports instead of investment project proposals.
3. Appraisal contents of application for investment policy approval
shall include:
a) Assessment of the investment project’s conformity with national,
regional, provincial, and urban planning and special administrative - economic
unit planning (if any);
b) Assessment of land use demand;
c) Preliminary assessment of the investment project’s socio-economic
benefits; preliminary assessment of the investment project’s environmental
impacts (if any) in accordance with the law on environmental protection;
d) Assessment of investment incentives and conditions for enjoying
investment incentives (if any);
dd) Assessment of technologies used in the investment project for projects
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subject to assessment or consultation on technologies in accordance with the law
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on technology transfer;
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e) Assessment of the investment project’s conformity with the objectives,
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orientations for urban development, housing development programs and plans;
preliminary investment divergence plans to ensure comprehensive requirements;
preliminary structure of housing products and reserve of land for social housing
development; preliminary plans on construction investment, urban infrastructure
management inside and outside the project scope for investment projects on
construction of houses and urban areas.
4. Appraisal contents of application for both investment policy and
investor approval shall include:
a) Assessment contents as prescribed in Clause 3 of this Article;
b) The ability to meet the conditions of land allocation or land lease in
case of land allocation or land lease not through auction of land use rights or
bidding for investor selection; the ability to meet conditions for changing the
land use purposes for projects requiring change of land use purposes;
c) Assessment of the foreign investor's satisfaction of market access
conditions (if any);
d) Other conditions for investors in accordance with relevant laws.
Article 34. Order and procedures for investment policy approval by
the National Assembly
1. The dossiers specified in Clauses 1 and 2, Article 33 of this Law shall
be submitted to the Ministry of Planning and Investment.
2. Within 15 days after receiving a complete dossier, the Ministry of
Planning and Investment shall report to the Prime Minister to set up a State
Appraisal Council.
3. Within 90 days after establishment, the State Appraisal Council shall
appraise the investment project dossier and make an appraisal report covering
the contents prescribed in Article 33 of this Law for submission to the
Government.
4. At least 60 days before the opening date of a National Assembly session,
the Government shall make and send the dossier of application for investment
policy approval to the National Assembly's agency in charge of verification.
5. A dossier of application for investment policy approval shall include:
a) The submission report of the Government;
b) Dossiers specified in Clause 1 of this Article;
c) The appraisal report of the State Appraisal Council;
d) Other relevant documents.
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6. Appraisal contents of application for investment policy approval
shall include:
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a) The satisfaction of the criteria for determining the project to be subject
to investment policy approval by the National Assembly;
b) The necessity for project implementation;
c) The investment project’s conformity with national strategy and
planning, regional, provincial and urban planning, and special administrative-
economic unit planning (if any);
d) Investment implementation objectives, scope, site, duration and
schedule, land use demand, plan on ground clearance, relocation and
resettlement, plan on selection of major technologies and environmental
protection solutions;
dd) Total investment capital and capital sources;
e) Assessment of the investment project’s socio-economic benefits,
assurance of national defense and security and sustainable development;
g) Special mechanisms and policies, investment incentives and supports
and conditions for application (if any).
7. The Government and related agencies, organizations and persons shall
provide sufficient information and documents to serve the verification; explain
matters related to the project when so requested by the National Assembly’s
agency in charge of verification.
8. The National Assembly shall consider approving a resolution on
approval of investment policies, which contains the contents specified in Clause
1, Article 3 of this Law.
appraisal by the State Appraisal Council.
the Prime Minister
be submitted to the Ministry of Planning and Investment.
2. Within 03 working days after receiving a complete dossier, the Ministry
of Planning and Investment shall send the dossier to related state agencies for
opinion on the matters prescribed in Article 33 of this Law.
3. Within 15 days after receiving the dossier, consulted agencies shall
send their opinions on the matters falling within the scope of their state
management to the Ministry of Planning and Investment.
4. Within 40 days after receiving the dossier, the Ministry of Planning and
Investment shall appraise the investment project dossier and make an appraisal
report covering the contents prescribed in Article 33 of this Law for submission
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5. The Prime Minister shall consider and issue an investment policy
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approval covering the contents prescribed in Clause 1, Article 3 of this Law.
6. With regard to the investment projects specified in Clause 3, Article 31
of this Law, the Prime Minister shall designate a provincial or municipal
investment registration agency to grant an investment registration certificate to
the whole project.
appraisal of investment projects subject to investment policy approval by the
Prime Minister.
provincial-level People's Committees
be submitted to an investment registration agency.
Within 35 days after receiving the investment project dossier, the
investment registration agency shall notify results to the investor
2. Within 03 working days after receiving a complete investment project
dossier, the investment registration agency shall send the dossier to related state
agencies for appraisal of the matters prescribed in Article 33 of this Law.
3. Within 15 days after receiving the investment project dossier, consulted
state agencies shall send their appraisal opinions on the matters within the scope
of their state management to the investment registration agency.
4. Within 25 days after receiving the investment project dossier, the
investment registration agency shall make an appraisal report covering the
appraisal contents prescribed in Article 33 of this Law, and submit it to the
provincial People's Committee.
5. Within 07 working days after receiving the dossier and appraisal report,
the provincial-level People’s Committee shall make investment policy approval.
In case of refusal, it shall issue a written reply clearly stating the reason.
6. The provincial-level People's Committee shall consider and issue
investment policy approval covering the contents specified in Clause 1, Article 3
of this Law.
Section 3
PROCEDURES FOR GRANT, MODIFICATION AND
REVOCATION OF INVESTMENT REGISTRATION CERTIFICATES
Article 37. Cases of carrying out procedures for grant of investment

registration certificates
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1. Cases for which investment registration certificates are required:
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a) Investment projects of foreign investors;
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b) Investment projects of the economic organizations prescribed in Clause
1, Article 23 of this Law.
2. Cases for which investment registration certificates are not required:
a) Investment projects of domestic investors;
b) Investment projects of the economic organizations prescribed in Clause
2, Article 23 of this Law;
c) Investment in the form of contribution of capital to, or purchase of
shares or capital contributions at, economic organizations.
3. With regard to the investment projects prescribed in Articles 30, 31 and
32 of this Law, domestic investors and economic organizations prescribed in
Clause 2, Article 23 of this Law shall implement investment projects after
obtaining investment policy approvals.
4. If wishing to have investment registration certificates for investment
projects prescribed at Points a and b, Clause 2 of this Article, investors shall
carry out the procedures for grant of investment registration certificates
prescribed in Article 38 of this Law.
Article 38. Procedures for grant of investment registration certificates
1. With regard to investment projects subject to investment policy
approval prescribed in Articles 30, 31 and 32 of this Law, investment
registration agencies shall grant investment registration certificates to investors
within the following time limits:
a) Within 05 working days after receiving written investment policy and
investor approval for investment projects subject to grant of investment
registration certificates;
b) Within 15 days after receiving the investor's application for grant of
investment registration certificates for investment projects other than those
prescribed in Point a of this Clause.
2. With regard to investment projects not subject to investment policy
approval prescribed in Articles 30, 31 and 32 of this Law, investors may be granted
investment registration certificates if they satisfy the following conditions:
a) Having investment projects not included in the sectors and trades
banned from business investment;
b) Having specific site to implement investment projects;
c) Having investment projects in accordance with the planning specified
at Point a, Clause 3, Article 33 of this Law;
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d) Satisfying the conditions on investment rate on a land area and the
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amount of labor employed (if any);
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dd) Satisfying market access conditions for foreign investors.
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3. The Government shall stipulate in detail conditions, dossiers, order and
procedures for grant of investment registration certificates.
Article 39. Competence to grant, modify and revoke investment
registration certificates
1. Management boards of industrial parks, export-processing zones, hi-
tech parks or economic zones shall receive, grant, modify and revoke investment
registration certificates with regard to investment projects located in their
industrial parks, export-processing zones, hi-tech parks or economic zones,
except for the cases prescribed in Clause 3 of this Article.
2. Provincial-level Planning and Investment Departments shall grant,
modify and revoke investment registration certificates with regard to investment
projects located outside industrial parks, export-processing zones, hi-tech parks
and economic zones, except those prescribed in Clause 3 of this Article.
3. Investment registration agencies where investors locate or intend to
locate their executive offices to implement investment projects shall grant,
modify and revoke investment registration certificates for the following
investment projects:
a) Investment projects implemented in 02 provincial or municipal-level
administrative units;
b) Investment projects implemented both inside and outside industrial
parks, export-processing zones, hi-tech parks or economic zones;
c) Investment projects implemented inside industrial parks, export-
processing zones, hi-tech parks or economic zones where management boards of
industrial parks, export processing zones, hi-tech parks, economic zones or
economic zones have not yet been established, or that are not under the
management scope of management boards of industrial parks, export-processing
zones, hi-tech parks or economic zones.
4. Investment project dossier-receiving agencies are agencies competent
to grant investment registration certificates, except for the cases specified in
Articles 34 and 35 of this Law.
Article 40. Contents of an investment registration certificate
1. Title of the investment project
2. The investor.
3. Code of the investment project.
4. Project implementation site and to-be-used land area.
5. Objectives and scope of the investment project.
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6. Investment capital of the investment project (including capital
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contributed by the investor and mobilized capital.
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7. Operation duration of the investment project.
8. Implementation schedule of the investment project, including:
a) Schedule of capital contribution and raising;
b) Implementation schedule of the key operational objectives of the
investment project; in case where the investment project is divided into different
stages, the certificate must also specify the implementation schedule for each stage.
9. Forms of investment incentives and supports and grounds and
conditions for application (if any).
10. Conditions on the investor implementing the investment project (if any).
Article 41. Modification of investment projects
1. In the course of investment project implementation, the investor shall
be entitled to modify the objectives, transfer a part or the whole of the
investment project, merge projects, or divide or split a project into multiple
projects, or use the right to use land and assets on the land of the investment
project to contribute capital for enterprise establishment, business cooperation or
other contents, and must comply with the provisions of law.
2. The investor shall carry out the procedures for modifying investment
registration certificate in case where the investment project modification
changes contents of the investment registration certificate.
3. The investor with the project having approved investment policy must
carry out the procedures for approval of investment policy modification in one
of the following cases:
a) Changing the objectives specified in the investment policy approval
document; supplementing objectives subject to investment policy approval;
b) Changing the land use area of more than 10% or larger than 30
hectares, changing the investment site;
c) Changing a total investment capital of 20% or more, changing the
investment project scope;
d) Extending the investment project implementation schedule, with the
total project investment duration exceeding 12 months compared to the
investment project implementation schedule specified in the initial investment
policy approval;
dd) Modifying operation duration of the investment project;
e) Changing the technologies appraised and consulted during the
investment policy approval;
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g) Changing the investor of the project approved for both investment
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policy and the investor before the project is exploited or operated, or changing
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conditions for the investor (if any).
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4. With an investment project approved for investment policy, the investor
must not modify the project implementation schedule for more than 24 months
compared to the project implementation schedule specified in the initial
investment policy approval, except for one of the following cases:
a) Remedying consequences in force majeure circumstances in
accordance with the civil law and the land law;
b) Modifying the investment project implementation schedule as the
investor is entitled to land allocation, land lease, or permission for change of
land use purposes by the State in a slow manner;
c) Modifying the investment project implementation schedule at the
request of state management agencies or state agencies that implement
administrative procedures in a slow manner;
d) Modifying the investment project due to planning changes by state
agencies;
dd) Changing the objectives specified in the investment policy approval;
supplementing the objectives subject to investment policy approval;
e) Increasing the total investment capital of 20% or more that changes the
investment project scope.
5. State agencies competent to approve investment policies shall be
competent to approve modification of investment policies.
In case where an application for investment project modification makes
the investment project fall within the investment policy approval competence of
higher-level agencies, such agencies shall be competent to approve the the
investment policy modification as prescribed in this Article.
6. The order and procedures for investment policy modification shall
comply with Articles 34, 35 and 36 of this Law regarding the modified contents.
7. In case where an application for investment project modification makes
an investment project subject to investment policy approval, the investor must
carry out the procedures for investment policy approval before modifying the
investment project.
Section 4
IMPLEMENTATION OF INVESTMENT PROJECTS
Article 42. Principles of implementation of investment projects
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1. With regard to investment projects subject to investment policy
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approval, the investment policy approval must be carried out before investors
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implement the investment projects.
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2. With regard to investment projects subject to grant of investment
registration certificates, investors shall carry out the procedures for granting
investment registration certificates before implementing the investment projects.
3. Investors shall comply with the this Law, the law on planning, land,
environment, construction, labor, fire prevention and fighting, other relevant
laws, written investment policy approval (if any) and investment registration
certificate (if any) in the course of implementing the investment projects.
Article 43. Security for implementation of investment projects
1. Investors shall make deposits or have bank guarantees for their deposit
obligations to secure the implementation of investment projects that require land
allocation, land lease, permission for change of land use purposes by the State,
except for the following cases:
a) Investors win the land use right auction to implement investment
projects subject to land allocation by the Sate, and land use fee collection or land
lease with one-off rental payment for the entire lease term;
b) Investors win the bidding to implement investment projects subject to
land use;
c) Investors are entitled to land allocation or land lease by the State on the
basis of receiving transfer of investment projects that have made deposits or
have completed capital contribution or capital raising in accordance with the
schedule specified in written investment policy approvals or investment
registration certificates;
d) Investors are entitled to land allocation or land lease by the State to
implement investment projects on the basis of receiving transfer of land use
rights and properties attached to land of other land users.
2. A deposit for securing the implementation of an investment project
must be equal between 01% and 03% of the investment capital of such project,
depending on scope, characteristics and implementation schedule of each
investment project. In case where an investment project consists of different
stages, the deposit shall be paid and reimbursed according to each stage of
investment project implementation, except for cases ineligible for deposit
reimbursement.
Article 44. Operation duration of investment projects
1. The operation duration of an investment project in an economic zone
must not exceed 70 years.
2. The operation duration of an investment project outside an economic
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zone must not exceed 50 years. With regard to an investment project in a
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geographical area meeting with difficult socio-economic conditions or in a
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geographical area meeting with extremely difficult socio-economic conditions or
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a project with a large investment capital amount to be slowly recovered, its
operation duration may be longer but must not exceed 70 years.
3. With regard to an investment project using land allocated or leased by
the State to which the handover of land is delayed, the delay duration shall not
be included in its operation duration and implementation schedule.
4. Upon the expiry of the operation duration of an investment project, if
wishing to continue implementing the investment project and satisfying the
conditions prescribed by law, an investor may be considered for extension of the
operation duration of the investment project but it must not exceed the
maximum time limit specified in Clauses 1 and 2 of this Article, except for the
following investment projects:
a) Investment projects using outdated technology with a latent possibility
of causing serious environmental impacts or resource intensive;
b) Investment projects in cases where investors must transfer without
asset compensation to the Vietnamese State or Vietnamese parties.
Article 45. Determination of investment capital value; appraisal of
investment capital value; expertise of machines, equipment, technology lines
1. Investors shall be responsible for ensuring the quality of machines,
equipment and technological lines for implementing investment projects in
accordance with law.
2. Investors shall determine by themselves the investment capital value of
investment projects after such investment projects are put into operation and
exploitation.
3. In case of necessity to secure the performance of state management
over science and technology or to determine tax bases, competent state
management agencies may request independent appraisal of investment capital
value as well as quality and value of machines, equipment and technological
lines after such investment projects are put into operation and exploitation.
4. Investors must bear appraisal expenses in cases where appraisal results
lead to an increase in tax obligations to the State.
Article 46. Transfer of investment projects
1. An investor may transfer the whole or part of an investment project to
another when meeting the following conditions:
a) The whole or part of the transferred investment project is not subject to
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operation termination prescribed in Clause 1 and Clause 2 Article 48 of this Law;
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b) Foreign investors receiving transfer of the whole or part of the
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investment project must satisfy the conditions specified in Clause 2, Article 24
of this Law;
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c) Conditions as prescribed in the law on land in case where the project is
transferred together with land use rights and assets attached to land;
d) Conditions as prescribed in the laws on housing and real estate business
in case of transfer of house building investment projects or real estate projects;
dd) Conditions as prescribed in the written investment policy approval,
investment registration certificate or other relevant laws (if any);
e) When transferring an investment project, in addition to complying with
this Article, state enterprises shall comply with the law on management and use
of state capital invested in production and business at such enterprises before
implementing investment project modification.
2. In cases where the transfer conditions prescribed in Clause 1 of this
Article are satisfied, the procedures for transfer of all or part of an investment
project shall be carried out as follows:
a) With regard to an investment project that is approved by the investor as
prescribed in Article 29 of this Law and the investment project is granted an
investment registration certificate, the investor shall follow the procedures to
modify such investment project in accordance with Article 41 of this Law;
b) With regard to an investment project other than those specified in Point
a of this Clause, the transfer of an investment project or transfer of ownership of
assets to the investor who receives the investment project after the transfer is
made in accordance with civil law, business, real estate business and other
relevant laws.
Article 47. Cessation of investment projects
1. To suspend the operation of an investment project, the investor shall notify
in writing such suspension to the investment registration agency. In case of
suspending the operation of an investment project due to a force majeure event, the
investor is entitled to exemption from land rental and reduction of land use levy in
the suspension period to remedy the consequences of such event.
2. The state management agency in charge of investment shall decide on
cessation of some or all operations of an investment project in the following cases:
a) For protection of relics, vestiges, antiques or national treasures in
accordance with the Law on Cultural Heritages;
b) For remedy of environmental violations at the request of the state
management agency in charge of environment;
c) For implementation of labor safety assurance measures at the request of
the state management agency in charge of labor;
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d) Under a court decision or judgment or an arbitral award;
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dd) The investor fails to properly comply with the investment policy
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approval and investment registration certificate and repeats violations even after
having been administratively handled.
3. The Prime Minister shall decide on cessation of some or all operations
of an investment project in case the implementation of such project threatens to
affect national defense and security at the proposal of the Ministry of Planning
and Investment.
4. The Government shall stipulate in detail conditions, order, procedures
and duration of cessation of the investment projects specified in this Article.
Article 48. Termination of investment projects
1. An investor shall terminate investment activities or an investment
project in the following cases:
a) The investor decides to terminate the operation of the investment project;
b) Under the termination conditions specified in the contract or enterprise
charter;
c) The investment project’s operation duration expires.
6. The investment registration agency shall terminate some or all
operations of an investment project in the following cases:
a) The investment project falls into one of the cases specified in Clause 2
and Clause 3, Article 47 of this Law while the investor is unable to address the
reason for operation suspension; b) The investor is not allowed to continue using
the investment location and fails to carry out procedures for changing the
investment location within 06 months from disallowing the continued use of the
investment location, except for the cases specified at Point d of this Clause;
c) The investment project has ceased operation and past 12 months from
the date of cessation, the investment registration agency cannot contact the
investor or his/her/its lawful representative;
d) The investment project falls into the cases where the land is recovered
as it is not put to use or is put to use in a slow manner in accordance with the
land law;
dd) The investor do not make deposits or have no guarantee of deposit
obligations as prescribed by law for the investment project subject to security of
implementation of investment projects;
e) The investor makes investment activities on the basis of artificial civil
transactions in accordance with the civil law;
g) Under a court decision or judgment or an arbitral award.
7. With regard to investment projects subject to investment policy approval,
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the investment registration agency shall terminate the operation of the investment
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project after obtaining the investment policy approval agency's opinion.
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8. The investors shall themselves liquidate investment projects in
accordance with the law on asset liquidation upon termination of investment
projects, except for the cases specified in Clause 5 of this Article.
9. The handling of land use rights and assets attached to land upon the
termination of investment projects shall comply with the law on land and other
relevant laws.
10. The investment registration agency shall decide on revocation of the
investment registration certificate in case where the investment project
terminates its operation according to Clause 2 of this Article, except for case of
terminating part of the investment project.
termination of investment projects specified in this Article.
Article 49. Establishment of executive offices of foreign investors
under BBC contracts
1. Foreign investors under BCC contracts may establish their executive
offices in Vietnam for contract performance. The foreign investors under BCC
contracts shall decide on locations of these offices to meet contract performance
requirements.
2. Executive offices of foreign investors under BCC contracts must have
their own seals; and may open accounts, recruit employees, sign contracts and
conduct business activities within the ambit of their rights and obligations stated
in the BCC contracts and their establishment registration certificates.
3. Foreign investors under BCC contracts shall submit dossiers of
registration for establishment of executive offices to investment registration
agencies of localities where these offices are to be located.
4. A dossier of registration for establishment of an executive office must
comprise:
a) The written registration for establishment of an executive office, stating
the name and address of the Vietnam-based representative office (if any) of the
foreign investor under the BCC; name and address of the executive office; contents,
duration and scope of operation of the executive office; and full name, place of
residence and identity, citizen identity card or passport of the head of the executive
office;
b) The decision of the foreign investor under the BCC on the
establishment of the executive office;
c) A copy of the decision appointing the head of the executive office;
d) A copy of the BCC contract.
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5. Within 15 days after receiving a dossier prescribed in Clause 4 of this
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Article, the investment registration agency shall grant an executive office
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operation registration certificate to the foreign investor under the BCC contract.
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Article 50. Termination of operation of executive offices of foreign
investors under BCC contracts
1. Within 07 working days after obtaining the decision on termination of
the operation of his/her/its executive office, a foreign investor shall send a
written notice of such termination to the investment registration agency of the
locality where such office is based.
2. A written notice of termination of the operation of an executive office
must comprise:
a) The decision on termination of the operation of the executive office, in
case of termination ahead of schedule;
b) The list of creditors and paid debt amounts;
c) The list of employees and their rights and interests already settled;
d) The tax agency’s certification of the investor’s fulfillment of tax
obligations;
dd) The social insurance agency’s certification of the investor’s
fulfillment of social insurance-related obligations;
e) The operation registration certificate of the executive office;
g) A copy of the investment registration certificate;
h) A copy of the BCC contract.
3. Within 15 days after receiving the dossier specified in Clause 2 of this
Article, the investment registration agency shall decide on revocation of the
operation registration certificate of the executive office.
Chapter V
OFFSHORE INVESTMENT ACTIVITIES
Section 1
GENERAL PROVISIONS
Article 51. Principles of offshore investment activities

1. The State shall encourage investors to make offshore investment for
exploiting, developing and expanding markets; increasing the export of goods
and services and the earning of foreign currencies; accessing modern
technologies, raising management capacity and having additional resources for
national socio-economic development.
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2. Investors carrying out overseas investment activities shall comply with
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this Law, other relevant laws, laws of host countries and territories (below
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referred to as host countries), and relevant international treaties; and take
responsibility for the effectiveness of their overseas investment activities.
Article 52. Forms of offshore investment
1. Investors shall make offshore investment in the following forms:
a) Establishing economic organizations in accordance with the laws of
host countries;
b) Performing investment in the form of overseas contracts;
c) Contributing capital to, and purchasing shares or capital contributions
of foreign economic organizations to participate in the management of such
economic organizations;
d) Purchasing and selling securities and other valuable papers or making
investment via overseas securities investment funds or other intermediary
financial institutions;
dd) Other forms of investment in accordance with the laws of host
countries.
2. The Government shall stipulate in detail the form of investment
prescribed at Point d, Clause 1 of this Article.
Article 53. Sectors and trades banned from offshore investment
1. Sectors and trades banned from business investment specified in Article
6 of this Law and relevant international treaties.
2. Sectors and trades with technologies and products banned from export
in accordance with the law on foreign trade management.
3. Sectors and trades banned from business investment in accordance with
the laws of the host country.
Article 54. Sectors and trades subject to conditional offshore investment
1. Sectors and trades subject to conditional offshore investment shall include:
a) Banking;
b) Insurance;
c) Securities;
d) Press, broadcasting and television;
dd) Real estate business.
2. Conditions for offshore investment in the sectors and trades prescribed
in Clause 1 of this Article are specified in laws, the National Assembly’s
resolutions, the Government’s decrees and international treaties on investment to
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which the Socialist Republic of Vietnam is a contracting party.
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Article 55. Offshore investment capital sources
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1. Investors shall be responsible for contributing capital and raising
different capital sources to carry out overseas investment activities.
2. The borrowing of foreign currency loans and transfer of foreign-
currency investment capital must comply with the conditions and procedures
prescribed in the laws on banking, credit institutions and foreign exchange
management.
3. Based on the objectives of the monetary policy and foreign exchange
management policy in each period, the State Bank of Vietnam shall stipulate the
provision of foreign-currency loans by credit institutions and foreign bank
branches in Vietnam to investors under Clause 2 of this Article for making
offshore investment.
Section 2
PROCEDURES FOR OFFSHORE INVESTMENT POLICY
APPROVAL AND DECISION ON OFFSHORE INVESTMENT
Article 56. Competence to approve offshore investment policy

1. The National Assembly shall approve offshore investment policy for
the following investment projects:
a) Offshore investment projects capitalized at VND 20 trillion or more;
b) Projects requiring special mechanisms or policies to be decided by the
National Assembly.
2. Except for the cases prescribed in Clause 1 of this Article, the Prime
Minister shall approve offshore investment policy for the following investment
projects:
a) Offshore investment projects in the banking, insurance, securities,
press, broadcasting, television and telecommunications sectors which are
capitalized at VND 400 billion or more;
b) Offshore investment projects not referred to at Point a of this Clause
which are capitalized at VND 800 billion or more.
3. Investment projects not falling into the cases prescribed in Clauses 1
and 2 of this Article shall be not subject to overseas investment policy approval.
Article 57. Dossier, order and procedures for the National Assembly
to approve offshore investment policy
1. Investors submit an overseas investment project dossier to the Ministry
of Planning and Investment, which must comprise:
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a) A written registration of offshore investment;
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b) Documents certifying the investor's legal status;
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c) Investment project proposals, covering form, objectives, scale and
location of investment; estimated investment capital, capital raising plan and
structure of capital sources; project implementation schedule and investment
stages (if any); and preliminary analysis of the project’s investment
effectiveness;
d) Documents proving the financial capacity of the investor, including at
least one of the following documents: the investor’s financial statements of the
last 02 years; the parent company’s commitment to providing financial support;
a financial institution’s commitment to providing financial support; guarantee
for the investor’s financial capacity; other relevant documents proving investors'
financial capacity;
dd) The investor’s commitment to balancing foreign currency sources
himself/herself/itself or a licensed credit institution’s written commitment to
allocating foreign currency amounts to the investor;
e) Documents of the representative agency approving the investor for
offshore investment implementation and report on the internal evaluation of
offshore investment proposals of state enterprises prescribed in Clause 1 Article
59 of this Law or offshore investment decision as prescribed in Clause 2, Article
59 of this Law;
g) For offshore investment projects in the sectors and trades specified in
Clause 1, Article 54 of this Law, the investor shall submit a competent state
agency’s written approval stating his/her/its satisfaction of the offshore
investment conditions in accordance with relevant laws (if any).
2. Within 05 working days after receiving a complete dossier, the Ministry
of Planning and Investment shall submit to the Prime Minister for decision on
the establishment of the State Appraisal Council.
3. Within 90 days from the date of its establishment, the State Appraisal
Council shall appraise it and make an appraisal report for submission to the
Prime Minister. An appraisal report must cover:
a) The conditions for grant of an offshore investment registration
certificate as prescribed in Article 60 of this Law;
b) The investor’s legal status;
c) The necessity to make offshore investment;
d) The project’s compliance with Clause 1, Article 51 of this Law;
dd) The form, scale and location of investment; investment project
implementation schedule; overseas investment capital and capital sources;
e) Assessment of risks in the host country.
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4. At least 60 days before the opening date of a National Assembly
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session, the Government shall send a dossier for offshore investment policy
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approval to the National Assembly’s agency in charge of verification.
5. A dossier for offshore investment policy approval shall comprise:
a) The submission report of the Government;
b) The investment project dossier as prescribed in Clause 1 of this Article;
c) The State Appraisal Council’s appraisal report;
d) Other relevant documents.
6. Appraisal contents of an overseas investment policy approval shall
comprise:
a) The satisfaction of criteria for identifying investment projects subject to
investment policy approval competence of the National Assembly;
b) The necessity to make overseas investment;
c) The project’s compliance with Clause 1, Article 51 of this Law;
d) The form, scale and location of investment; investment project
implementation schedule; overseas investment capital and capital sources;
dd) Assessment of risks in the host country.
e) Special mechanisms and policies, investment incentives and assistance
and conditions (if any).
7. The Government and concerned agencies, organizations and persons
shall provide sufficient information and documents to serve the verification;
explain matters related to the investment project when so requested by the
National Assembly’s agency in charge of verification.
8. The National Assembly shall consider and decide on offshore
investment policy, including the following contents:
a) The investor to implement the project;
b) Objectives and location of investment;
c) Overseas investment capital and capital sources;
d) Special mechanisms and policies, investment incentives and supports,
and conditions for application (if any).
appraisal of overseas investment project dossier by the State Appraisal Council.
Article 58. Dossier, order and procedures for the Prime Minister to
decide on offshore investment policy
1. Investment project dossiers shall comply with Clause 1, Article 57 of
this Law.
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2. Investors shall submit the investment project dossier to the Ministry of
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Planning and Investment. Within 03 working days after receiving a complete
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dossier, the Ministry of Planning and Investment shall send the dossier to related
state agencies for appraisal.
3. Within 15 days after receiving the investment project dossier, related
agencies shall give appraisal opinions on the contents falling within their
management competence.
4. Within 30 days after receiving the investment project dossier, the
Ministry of Planning and Investment shall appraise it and make an appraisal
report for submission to the Prime Minister. An appraisal report shall include the
contents specified in Clause 3, Article 57 of this Law.
5. The Prime Minister shall consider and decide on offshore investment
policy covering the contents prescribed in Clause 8, Article 57 of this Law.
Article 59. Decision on offshore investment
1. The decision on offshore investment by state enterprises shall comply
with the law on management and use of state capital invested in production and
business in enterprises and other relevant laws.
2. Offshore investment activities not falling into the cases prescribed in
Clause 1 of this Article shall be decided by investors in accordance with the Law
on Enterprises.
3. The investors and agencies deciding on offshore investment specified in
Clauses 1 and 2 of this Article shall be responsible for their decisions on
offshore investment.
Section 3
PROCEDURES FOR GRANT, MODIFICATION AND
INVALIDATION OF OFFSHORE INVESTMENT REGISTRATION
CERTIFICATES
Article 60. Conditions for grant of offshore investment registration

certificates
1. Offshore investment activities comply with the principles prescribed in
Article 51 of this Law.
2. Offshore investment activities do not fall in the sectors or trades banned
from offshore business investment as prescribed in Article 53 of this Law and
satisfy the conditions for offshore investment in the sectors and trades subject to
conditional offshore investment prescribed in Article 54 of this Law.
3. The investor commits to arranging foreign currency amounts by
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him/her/itself or has a licensed credit institution’s written commitment to
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arranging foreign currency amounts to make offshore investment;
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4. There is an offshore investment decision as prescribed in Article 59 of
this Law.
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5. There is a tax agency’s document certifying the investor’s fulfillment of
the tax payment obligation. The time of certification by the tax agency shall not
exceed 03 months by the time of submission of the investment project dossier.
Article 61. Procedures for grant of offshore investment registration
certificates
1. With regard to projects subject to offshore investment policy decision,
within 05 working days after receiving an investment policy approval and a
decision on offshore investment as prescribed in Article 59 of this Law, the
Ministry of Planning and Investment shall grant an offshore investment
registration certificate to the investor.
2. With regard to projects not referred to in Clause 1 of this Article, the
investor shall submit a dossier of application for an investment registration
certificate to the Ministry of Planning and Investment. Such a dossier must
comprise:
a) A written registration for offshore investment;
c) The offshore investment decision as prescribed in Article 59 of this Law;
d) The investor’s commitment to balancing foreign currency sources
himself/herself/itself or a licensed credit institution’s written commitment to
allocating foreign currency amounts to the investor as prescribed in Clause 3,
Article 60 of this Law;
dd) For offshore investment projects in the sectors and trades specified in
Clause 1, Article 54 of this Law, the investor shall submit a competent state
agency’s written approval stating his/her/its satisfaction of the offshore
investment conditions in accordance with relevant laws (if any).
3. In case the amount of foreign currency capital transferred abroad is
equivalent to VND 20 billion or more, the Ministry of Planning and Investment
shall send a written proposal to the State Bank of Vietnam to get opinions.
4. Within 15 days after receiving a dossier specified in Clause 2 of this
Article, the Ministry of Planning and Investment shall grant an offshore
investment registration certificate; In case of refusal, a written notice clearly
stating the reasons shall be sent to the investor.
appraisal of offshore investment projects; and the grant, modification and
invalidation of offshore investment registration certificates.
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Article 62. Contents of an offshore investment registration certificate
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1. Code of the investment project.
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2. The investor.
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3. Title of the investment project and name of the foreign economic
organization (if any).
4. Objectives and location of investment.
5. Investment forms, investment capital and capital sources, investment
capital forms, schedule of offshore investment implementation.
6. Rights and obligations of the investor.
7. Investment incentives and supports (if any).
Article 63. Modification of offshore investment registration certificates
1. The investor shall carry out the procedures for modification of offshore
investment registration certificates in the following cases:
a) Changing the Vietnamese investor;
b) Changing the form of investment;
c) Changing offshore investment capital; investment capital sources, and
investment capital form;
d) Changing location of investment, for investment projects requiring
investment location;
dd) Changing the main objectives of overseas investment activities;
e) Using profits of overseas investment as prescribed in Points a and b,
Clause 1, Article 67 of this Law.
2. The investor must update on the National Investment Information System
when changing contents other than those specified in Clause 1 of this Article.
3. A dossier for modification of offshore investment registration
certificate must comprise:
a) A written request for modification of offshore investment registration
certificate;
c) A report on the project’s operation situation by the time of submitting
dossier of modification of offshore investment registration certificate;
d) The decision adjusting offshore investment activities in accordance
with Article 59 of this Law or the documents specified at Point e, Clause 1,
dd) A copy of the offshore investment registration certificate;
e) The tax agency’s written certification of the investor’s fulfillment of the
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tax payment obligation in case of increase of offshore investment capital. The
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dossier submission.
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time of certification by the tax agency shall not exceed 03 months by the time of
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4. The Ministry of Planning and Investment shall modify the offshore
investment registration certificate within 15 days after receiving a complete
dossier specified in Clause 3 of this Article.
5. With regard to projects subject to offshore investment policy approval,
when adjusting the contents prescribed in Clause 1 of this Article and Clause 8,
Article 57 of this Law, the Ministry of Planning and Investment shall carry out
the procedures for offshore investment policy approval before modifying the
offshore investment registration certificate.
6. In case an investor’s request for modification of offshore investment
registration certificate makes the project subject to offshore investment policy
decision, the procedures for offshore investment policy approval shall be
implemented before modifying the offshore investment registration certificate.
7. Agencies and persons competent to approve offshore investment
policies shall be competent to approve modification of offshore investment
policies. Agencies and persons competent to decide on offshore investment
shall be competent to decide on adjustments to the contents of o ffshore
investment decisions.
8. In case the request for modification of an investment project makes the
investment project subject to the offshore investment policy approval
competence of higher level agencies, such agencies may be competent to
approve the modification of offshore investment policy.
Article 64. Termination of offshore investment registration certificates
1. An offshore investment registration certificate shall be invalidated in
the following cases:
a) The investor decides to terminate the operation of the investment project;
b) The operation duration of the investment project expires in accordance
with the laws of the host country;
c) Under the termination conditions stipulated in the contract and
enterprise charter;
d) The investor transfers all of its offshore investment capital to a foreign
investor;
dd) 24 months from the date of granting the offshore investment
registration certificate have passed but the investor fails or is unable to
implement the investment project according to the schedule registered with the
state management agency and does not implement the procedures for modifying
the implementation schedule of the investment project;
e) The overseas economic organization is dissolved or goes bankrupt in
accordance with the laws of the host country;
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g) Under a court decision or judgment or an arbitral award.
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2. The investor shall be responsible for implementing the procedures for
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terminating the operation of investment projects in foreign countries according
to the laws of the host country and implementing the procedures for terminating
the validity of offshore investment registration certificates.
3. The Ministry of Planning and Investment shall terminate the validity of
offshore investment registration certificates.
Section 4
IMPLEMENTATION OF OFFSHORE INVESTMENT
ACTIVITIES
Article 65. Opening of offshore investment capital accounts

1. The investor shall open an offshore investment capital account at a
licensed credit institution in Vietnam in accordance with the laws on foreign
exchange management.
2. Offshore investment-related outbound and inbound transfers of money
shall be conducted via an investment capital account prescribed in Clause 1 of
this Article in accordance with the laws on foreign exchange management.
Article 66. Outbound transfer of investment capital
1. An investor may transfer abroad investment capital for carrying out
investment activities when meeting the following conditions:
a) Having obtained an offshore investment registration certificate, except
the case specified in Clause 3 of this Article;
b) The investment activities have been approved or licensed by a
competent agency of the host country. In case the law of the host country does
not require investment licensing or approval, the investor shall produce a paper
proving his/her/its right to carry out investment activities in the host country;
c) Having a capital account as prescribed in Article 65 of this Law.
2. The outbound transfer of investment capital must comply with the laws
on foreign exchange management, export and technology transfer and other
relevant laws.
3. Investors may transfer abroad foreign currency amounts or goods,
machinery and equipment for serving market survey, research and probing
activities and other investment preparation activities under the Government’s
regulations.
Article 67. Use profits abroad
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1. Investors may retain profits earned from offshore investment for
reinvestment in the following cases:
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a) Continuing to contribute overseas investment capital in case of
insufficient contribution of capital as registered;
b) Increasing overseas investment capital;
c) Implementing new overseas investment projects.
2. Investors shall carry out the procedures for modifying offshore
investment registration certificates in accordance with Article 63 of this Law for
the cases prescribed at Points a and b, Clause 1 of this Article; and carry out the
procedures for granting offshore investment registration certificates in
accordance with Article 61 of this Law for the cases prescribed at Point c,
Clause 1 of this Article.
Article 68. Inbound transfer of profits
1. Except the case of retaining profits under Article 67 of this Law, within
06 months from the date of issuance of a tax finalization statement or a paper of
equivalent legal validity under the law of the host country, investors shall
transfer all profits and other incomes earned from overseas investment activities
to Vietnam.
2. Within the time limit specified in Clause 1 of this Article, if failing to
transfer profits and other incomes to Vietnam, investors shall report in writing
such to the Ministry of Planning and Investment and the State Bank of Vietnam.
The time limit for inbound transfer of profits shall not exceed 12 months from
the expiry of the period specified in Clause 1 of this Article.
3. If the time limit prescribed in Clause 1 of this Article has passed but the
investor fails to transfer profits to Vietnam as well as making a report or the
extended time limit prescribed in Clause 2 of this Article has passed but the
investor fail to transfer profits to Vietnam, they shall be handled in accordance
with law.
Chapter VI
STATE MANAGEMENT OF INVESTMENT
Article 69. Responsibility for state management of investment

1. The Government shall perform the unified state management of
investment in Vietnam and offshore investment from Vietnam. 2. The Ministry
of Planning and Investment shall assist the Government in performing the
unified state management of investment in Vietnam and offshore investment
from Vietnam, and has the following tasks and powers:
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a) To submit to the Government and the Prime Minister for approving
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from Vietnam;
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strategies, plans and policies on investment in Vietnam and offshore investment
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b) To promulgate or submit to competent agencies for promulgation legal
documents on investment in Vietnam and offshore investment from Vietnam;
c) To issue forms for carrying out procedures for investment in Vietnam
and offshore investment from Vietnam;
d) To guide, disseminate, and organize, supervise, examine and evaluate
the implementation of, legal documents on investment;
dd) To build and submit to competent agencies for promulgating
mechanisms to resolve investors' problems and prevent disputes between the
State and investors;
e) To review, evaluate and report on the situation of investment in
Vietnam and offshore investment from Vietnam;
g) To build, manage and operate the national investment information systems;
h) To grant, modify and invalidate offshore investment registration
certificates;
i) To perform the state management of industrial parks, export processing
zones and economic zones;
k) To perform the state management of investment promotion and
coordinate investment promotion activities in Vietnam and overseas;
l) To examine, inspect, supervise and evaluate investment activities,
manage and coordinate in management of investment activities according to its
competence;
m) To negotiate and conclude treaties related to investment activities;
n) To perform other tasks and exercise other powers related to
management of investment activities as assigned by the Government or the
Prime Minister.
3. Ministries and ministerial-level agencies shall, within the scope of their
tasks and powers, shall coordinate with the Ministry of Planning and Investment
in performing the task of State management of investment in Vietnam and
offshore investment from Vietnam, including:
a) To coordinate with the Ministry of Planning and Investment, ministries
and ministerial-level agencies in formulating laws and policies related to
investment activities;
b) To assume the prime responsibility for, and coordinate with ministries
and ministerial-level agencies in, formulating and promulgating laws, policies,
standards and technical regulations, and guiding their implementation;
c) To submit to the Government for promulgation according to its
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competence investment conditions for the sectors and trades prescribed in
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d) To assume the prime responsibility for, and coordinate with the
Ministry of Planning and Investment in, formulating master plans, plans, and
lists of investment-calling projects of their sectors; to organize sector-specific
investment mobilization and promotion;
dd) To participate in appraising investment projects subject to investment
policy decision in accordance with this Law and take responsibility for the
appraisal contents within their functions and duties;
e) To supervise, assess, and conduct specialized inspection of, the
satisfaction of the investment conditions, and perform the state management of
investment projects falling within their competence;
g) To assume the prime responsibility for, and coordinate with provincial-
level People’s Committees, ministries and ministerial-level agencies in, settling
difficulties and problems for investment projects under their state management;
to guide the decentralization and authorization to management boards of
industrial parks, export-processing zones, hi-tech parks or economic zones to
perform state management tasks in these parks or zones;
h) To periodically evaluate the socio-economic effectiveness of
investment projects falling within the scope of their state management and send
evaluation reports to the Ministry of Planning and Investment;
i) To provide relevant information to build a national investment database;
to maintain and update the investment management information systems in their
assigned fields and integrate them into the national investment information
systems.
4. Provincial-level People's Committees and investment registration
agencies, within their tasks and powers, shall perform the state management
over investment activities in Vietnam and offshore investment from Vietnam,
including:
a) To coordinate with ministries and ministerial-level agencies in making
and publicizing lists of investment-calling projects in localities;
b) To assume the prime responsibility for or participate in the appraisal of
investment projects subject to investment policy approval as prescribed by this
Law, and assume the responsibility for the appraisal contents within their
functions and tasks; to assume the prime responsibility for carrying out
procedures for grant, modification and revocation of investment registration
certificates;
c) To perform the state management of investment projects in their
localities;
d) To settle within their competence, or submit to competent authorities
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for settlement, difficulties and problems for investors;
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dd) To periodically evaluate the effectiveness of investment activities in
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localities and send evaluation reports to the Ministry of Planning and
Investment;
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e) To provide relevant information for building a national investment
database; to maintain and update the national investment information system;
g) To direct the organization, supervision and assessment of the
implementation of the investment reporting regime.
5. Overseas Vietnamese representative missions shall supervise and
support investment activities and protect lawful rights and interests of
Vietnamese investors in host countries.
Article 70. Investment monitoring and evaluation
1. Investment monitoring and evaluation activities shall cover:
a) Monitoring and evaluation of investment projects;
b) Overall monitoring and evaluation of investment
2. Investment monitoring and evaluation responsibilities shall include:
a) State management agencies in charge of investment and specialized
state management agencies shall conduct overall monitoring and evaluation of
investment and monitoring and evaluation of investment projects under their
management;
b) Investment registration agencies shall monitor and evaluate investment
projects for which they have granted investment registration certificates.
3. Contents of monitoring and evaluation of investment projects shall
include:
a) With regard to investment projects using state capital for business
investment, state management agencies in charge of investment and specialized
state management agencies shall monitor and evaluate the projects based on the
contents and criteria approved under investment decisions;
b) With regard to projects using other capital sources, state management
agencies in charge of investment and specialized state management agencies
shall monitor and evaluate the projects’ objectives and conformity with
approved master plans and investment policy, investment schedule, and
satisfaction of law-prescribed requirements on environmental protection and use
of land and other natural resources;
c) Investment registration agencies shall monitor and evaluate the contents
stated in investment registration certificates or investment policy approvals.
4. Contents of overall monitoring and evaluation of investment shall
include:
a) Promulgation of legal documents detailing and guiding the
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implementation thereof; observance of the law on investment;
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b) Situation of implementation of investment projects;
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c) Evaluating investment results nationwide and of ministries, ministerial-
level agencies and localities, and evaluating investment projects as
decentralized;
d) Making recommendations on investment evaluation results and
measures to handle problems and violations of the investment law to the same-
level and superior state management agencies in charge of investment.
5. Evaluating agencies and organizations may themselves conduct
evaluation or hire fully qualified and capable experts or consultancy
organizations to do so.
Article 71. National investment information systems
1. The national investment information systems shall include:
a) The national information system on domestic investment;
b) The national information system on foreign investment in Vietnam;
c) The national information system on offshore investment from Vietnam;
d) The national information system on investment promotion;
dd) The national information system on industrial parks and economic zones
2. The Ministry of Planning and Investment shall assume the prime
responsibility for, and coordinate with related agencies in, building and
operating the national investment information systems on; building a national
investment database and assessing the operation of these systems by central and
local state management agencies in charge of investment.
3. State management agencies in charge of investment and investors shall
update fully, promptly and accurately relevant information into the National
Investment Information System.
4. Information on investment projects stored in the national investment
information systems is legally valid as original information on investment projects.
Article 72. Reporting regime on investment activities in Vietnam
1. The reporting entities shall include:
a) Ministries, ministerial-level agencies and provincial-level People's
Committees;
b) Investment registration agencies;
c) Investors and economic organizations that implement investment
projects in accordance with this Law.
2. The periodical reporting regime shall be implemented as follows:
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a) On a quarterly and annual basis, investors and economic organizations
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that implement investment projects shall report to local investment registration
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agencies and statistics offices on the situation of implementation of investment
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projects, covering disbursed investment capital, business investment results,
information on labor, payment to the state budget, investment in research and
development, environmental treatment and protection, and specialized indicators
by field of operation;
b) On a quarterly and annual basis, investment registration agencies shall
report to the Ministry of Planning and Investment and provincial-level People’s
Committees on the receipt of dossiers for application, and the grant,
modification and revocation, of investment registration certificates, and on the
operation of investment projects under their management;
c) On a quarterly and annual basis, provincial-level People’s Committees
shall review and report on the local investment situation to the Ministry of
Planning and Investment;
d) On a quarterly and annual basis, ministries and ministerial-level
agencies shall report on the grant, modification and revocation of investment
registration certificates or other papers of equivalent validity (if any) within the
scope of their management; and report on investment activities within the scope
of their management to the Ministry of Planning and Investment for
summarization and reporting to the Prime Minister;
dd) On an annual basis, the Ministry of Planning and Investment shall
report to the Prime Minister on the investment situation nationwide and on the
assessment of the implementation of the reporting regime by the agencies
defined in Clause 1 of this Article.
3. Agencies, investors and economic organizations shall make reports in
writing and via the national investment information systems.
4. Agencies, investors and economic organizations prescribed in Clause 1
of this Article shall make ad-hoc reports upon request of competent state
agencies.
5. With regard to projects not required to have investment registration
certificates, investors shall report them to investment registration agencies
before commencing their implementation.
Article 73. Reporting regime on overseas investment activities
1. The reporting entities shall include:
a) Ministries and ministerial-level agencies responsible for managing
offshore investment in accordance with law, and agencies representing state
capital in enterprises;
b) Investors implementing offshore investment projects in accordance
with this Law.
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2. The reporting regime for subjects defined at Point a, Clause 1 of this
.
Article shall comply with the following:
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c) On an annual basis, reporting on the state management of offshore
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investment activities to the Ministry of Planning and Investment for
summarization and reporting to the Prime Minister;
d) On an annual basis, the Ministry of Planning and Investment shall
report to the Prime Minister on the situation of offshore investment.
3. The reporting regime of investors shall be implemented as follows:
a) Within 60 days from the date an investment project is approved or
licensed in accordance with the law of the host country, an investor shall send a
written notice of the implementation of overseas investment activities, enclosed
with a copy of the written approval of the investment project or another paper
proving his/her/its right to carry out investment activities in the host country, to
the Ministry of Planning and Investment, the State Bank of Vietnam and the
Vietnamese representative mission in the host country;
b) On a quarterly and annual basis, an investor shall send a report on the
operation of the investment project to the Ministry of Planning and Investment,
the State Bank of Vietnam and the Vietnamese representative mission in the host
country;
c) Within 06 months from the date of issuance of a tax finalization
statement or another paper of equivalent legal validity in accordance with the
law of the host country, an investor shall send a report on the operation of the
investment project, enclosed with the financial statement, tax finalization report
or another paper of equivalent legal validity as prescribed by the law of the host
country, to the Ministry of Planning and Investment, the State Bank of Vietnam,
the Ministry of Finance, the Vietnamese representative mission in the host
country and the concerned competent state management agency prescribed by
this Law and other relevant laws;
d) With regard to offshore investment projects using state capital,
investors shall concurrently implement the reporting regime prescribed at Point
a, b or c of this Clause and the investment reporting regime prescribed in the law
on management and use of state capital invested in production and business at
enterprises.
4. The reports prescribed in Clauses 2 and 3 of this Article shall be made
in writing and via the national investment information systems.
5. Agencies and investors specified in Clause 1 of this Article shall make
ad-hoc reports at the request of competent state agencies to meet relevant state
management requirements or settle arising problems related to investment
projects.
Article 74. Investment promotion activities
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1. The Government shall direct the elaboration and implementation of
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investment promotion policies and orientations in order to promote and
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facilitate investment activities by branches, regions and partners in
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accordance with strategies, planning, socio-economic development plans and
objectives in each period; ensure the implementation of inter-regional and
inter-regional investment promotion programs and activities associated with
trade and tourism promotion.
2. The Ministry of Planning and Investment shall formulate and
organize the implementation of national investment promotion programs and
plans; coordinate inter-regional and inter-provincial investment promotion
activities; monitor, supervise and evaluate the effectiveness of investment
promotion nationwide.
3. Ministries, ministerial-level agencies and provincial-level People's
Committees shall, within the scope of their duties and powers, formulate and
organize the implementation of investment promotion plans and programs in
fields and geographical areas under their management competence in
accordance with strategies, master plans, socio-economic development plans and
national investment promotion programs.
4. Funds for formulation and implementation of investment promotion
programs shall be allocated from the state budget and other lawful support sources.
Chapter VII
IMPLEMENTATION PROVISIONS
Article 75. Amendments and supplements to a number of articles of

relevant laws on business investment
1. To amend and supplement a number of articles of the Law No.
65/2014/QH13 on Housing that has been amended and supplemented under the
Law No. 40/2019 / QH14 as follows:
a) To amend and supplement Clause 2, Article 21 as follows:
“2. Having deposit capital or bank guarantees on deposit obligations to
perform for each project in accordance with the laws on investment.”;
b) To amend and supplement Point c, Clause 2, Article 22 as follows:
“c) Approving the investor in accordance with the Law on Investment. In
cases where there are many approved investors, the determination of the investor
shall comply with the Law on Construction.
The Government shall stipulate in detail this Point.”;
c) To amend and supplement Clause 1, Article 23 as follows:
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“1. Having the right to use lawful residential land and other types of land
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permitted by competent state agencies to change the land use purposes into
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residential land.”;
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d) To amend and supplement Clause 2, Article 170 as follows:
“2. With regard to other housing construction projects subject to
investment policy approval in accordance with the Law on Investment, the
provisions of the Law on Investment shall prevail.”;
dd) To amend and supplement Clause 7, Article 175 as follows:
“7. Training and enforcing specialized and professional knowledge about
housing development and management; stipulating the grant of certificates of
completion of training course on apartment operation management; stipulating
and recognizing the apartment classification.”;
e) To annul Clause 3, Article 22 and Article 171.
66/2014/QH13 on Real Estate Business as follows:
a) To amend and supplement Clause 1, Article 10 as follows:
“1. Real estate business organizations and individuals must establish
enterprises or cooperatives (hereinafter collectively referred to as enterprises),
except for the cases specified in Clause 2 of this Article.”;
b) To amend and supplement Article 50 as follows:
“Article 50. Competence to permit the transfer of the whole or part of
real estate projects
1. With regard to real estate projects eligible for investor approval or grant
of investment registration certificates in accordance with the Law on
Investment, the competence and procedures for transfer of the whole or part of
such projects shall comply with the Law on Investment.
2. With regard to real estate projects other than those specified in Clause 1
of this Article, the competence to permit the transfer of the whole or part of real
estate projects shall be carried out as follows:
a) Provincial- and municipal-level People's Committees (hereinafter
referred to as provincial-level People's Committees) shall decide to permit the
transfer of the whole or part of real estate projects, for projects subject to
investment decision by provincial-level People's Committees;
b) The Prime Minister shall decide to permit the transfer of the whole or
part of real estate projects, for projects subject to investment decision by the
Prime Minister.”;
c) To add the opening paragraph before Clause 1, Article 51 as follows:
“Procedures for transfer of the whole or part of real estate projects
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prescribed in Clause 2, Article 50 of this Law shall be implemented as follows:”.
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3. To amend and supplement a number of points of Clause 2, Article 25 of
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the Law No. 55/2014/QH13 on Environmental Protection that has been amended
and supplemented under the Law No. 35/2018/QH14 and the Law No. 39
/2019/QH14 as follows:
a) To amend and supplement Point a, Clause 2, Article 25 as follows:
“a) With regard to the subjects defined in Article 18 of this Law,
competent agencies shall depend on preliminary environmental impact
assessment to approve investment policies; an investor shall be only allowed to
implement a project after such project is approved.
With regard to public investment projects, competent authorities shall
depend on preliminary environmental impact assessment to decide on
investment policies; depend on environmental impact assessment to make
investment decisions for the subjects specified in Article 18 of this Law. The
Government shall stipulate in detail the subjects and contents of preliminary
environmental impact assessment;”;
b) To amend and supplement Point dd, Clause 2, Article 25 as follows:
“dd) With regard to projects not defined in Points a, b, c and d of this
Clause, competent agencies shall depend on preliminary environmental impact
assessment to grant investment registration certificates, except for cases of
granting investment registration certificates at the request of investors; investors
must only be allowed implement the projects after the environmental impact
assessment report is approved.”.
14/2008/QH12 on Enterprise Income Tax that has been amended and
supplemented under the Law No. 32/2013/QH13 and the Law No.
71/2014/QH13 as follow:
a) To add Clause 5a after Clause 5, Article 13 as follows:
“5a. With regard to investment projects prescribed in Clause 2, Article 20
of the Law on Investment, the Prime Minister shall decide to apply a preferential
tax rate of no more than 50% compared to the preferential tax rate specified in
Clause 1 of this Article; the application duration of preferential tax rates shall
not exceed 1.5 times compared with the time of application of preferential tax
rates prescribed in Clause 1 of this Article and may be extended for no more
than 15 years and must not exceed the duration of investment projects.”;
b) To add Clause 1a after Clause 1, Article 14 as follows:
“1a. With regard to investment projects specified in Clause 2, Article 20
of the Law on Investment, the Prime Minister shall decide to apply tax
exemption for no more than 06 years and reduce 50% of payable tax amount for
no more than 13 consecutive years.”;
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5. To amend and supplement a number of articles of the Law on
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Cinematography No. 62/2006/QH11 that has been amended and supplemented
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under the Law No. 31/2009/QH12 and the Law No. 35/2018/QH14 as follows:
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a) To annul Article 14, Article 15 and Clause 3, Article 30;
b) To delete the number “14” and the mark “,” immediately after the
number “14” in Article 55.
6. To annul Article 10 and Point a, Clause 2, Article 43 of the Law No.
30/2009/QH12 on Urban Planning, that has been amended and supplemented
under the Law No. 77/2015/QH13, the Law No. 35/2018/QH14 and the Law No.
40/2019/QH14.
Article 76. Implementation provisions
1. This Law takes effect on January 01, 2021, except for the provisions of
Clause 2 of this Article.
2. The provisions of Clause 3, Article 75 of this Law take effect on
September 01, 2020.
3. The Law No. 67/2014/QH14 on Investment that has been amended and
supplemented under the Law No. 90/2015/QH13, the Law No. 03/2016/QH14,
the Law No. 04/2017/QH14, the Law No. 28/2018/QH14 and the Law No.
42/2019/QH14 ceases to be effective on the effective date of this Law, except
for Article 75 of the Law No. 67/2014/QH14 on Investment.
4. Individuals being Vietnamese citizens may use their personal
identification numbers to replace copies of people's identity cards, citizen
identity cards, passports and other personal identification papers when carrying
out the administrative procedures stipulated in the Law on Investment and the
Law on Enterprises in case where the national database on population is
connected to the national database on investment and enterprise registration.
5. In case where legal documents refer to regulations on project approval
decisions or investment policy decisions in accordance with the Law on
Investment, the provisions on investment policy approval of this Law shall
prevail.
Article 77. Transitional provisions
1. Investors that have obtained investment licenses, investment incentive
certificates, investment certificates and investment registration certificates
before the effective date of this Law may continue implementing these projects
in accordance with such licenses or certificates.
2. Investors shall not be required to carry out procedures for investment
policy approval in accordance with this Law for investment projects falling into
one of the following cases:
a) Investors have obtained investment policy decisions, investment policy
approval or investment approval in accordance with the laws on investment,
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housing, urban development, and construction before the effective date of this Law;
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b) Investors have implemented the investment projects not subject to
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investment policy approval, investment policy decisions, investment approvals,
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and grant of investment registration certificates in accordance with the laws on
investment, housing, urban development, and construction as prescribed by law
before the effective date of this Law;
c) Investors have won the bidding for investor selection or the land use
right auction before the effective date of this Law;
d) Projects have obtained investment incentive certificates, investment
licenses, investment certificates, and investment registration certificates before
the effective date of this Law.
3. In case of modification of investment projects prescribed in Clause 2 of
this Article and modified contents subject to investment policy approval as
prescribed in this Law, the procedures for investment policy approval or
modification must be implemented in accordance with this Law.
4. Investment projects that have been implemented or approved and
permitted to comply with the provisions of law before July 01, 2015, and are
subject to the implementation of investment projects in accordance with this
Law, such projects shall not be subject to deposits or bank guarantee on deposit
obligations. In case where investors modify their objectives and implementation
schedule of investment projects, and change the land use purposes after the
effective date of this Law, they must make deposits or must have bank
guarantees on deposit obligations in accordance with this Law.
5. Debt collection service agreements signed before the effective date of
this Law cease to be effective on the effective date of this Law; contracting
parties may carry out activities to liquidate the debt collection service
agreements in accordance with the civil law and other relevant laws.
6. Foreign-invested economic organizations eligible for market access
conditions that are more favorable than those prescribed in the list promulgated
under Article 9 of this Law may continue applying the conditions in accordance
with granted investment registration certificates.
7. The provisions of Clause 3, Article 44 of this Law shall be applied for
both investment projects that are handed over land before the effective date of
this Law and investment projects that have not been handed over yet.
8. In case where the compositions of dossier on administrative procedures
are required by law to have investment registration certificates, written
investment policy approval, and investment projects not subject grant of
investment registration certificates and investment policy approval as prescribed
in this Law, investors shall not be required to submit investment registration
certificates or written investment policy approval.
9. With regard to localities facing difficulties in land allocation for
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development of houses, service facilities and public utilities for workers in
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industrial parks, competent state agencies may modify building plans of
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industrial parks (for industrial parks established before July 01, 2014) to reserve
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a part of land for development of houses, service facilities and public utilities for
workers in industrial parks.
After modification of building plans, the land area for development of
houses, service facilities and public utilities for workers in industrial parks must
be outside the geographical boundaries of industrial parks and shall ensure
environmental safety distance in accordance with the law on construction and
other relevant laws.
10. Transition of offshore investment activities shall comply with the
following provisions:
a) The provisions on the operation duration of offshore investment
projects stated in their licenses or offshore investment certificates issued before
July 01, 2015 cease to be effective;
b) Investors who have obtained licenses, offshore investment certificates
and offshore investment registration certificates to carry out offshore investment
in sectors and trades subject to conditional offshore investment in accordance
with this Law may continue applying such granted licenses and certificates.
11. From the effective date of this Law, valid dossiers that have been
received and expired but not yet returned results according to the Law No.
67/2014/QH13 on Investment amended and supplemented a number of articles
under the Law No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No.
04/2017/QH14, the Law No. 28/2018/QH14 and the Law No. 42/2019/QH14
shall continue applying the provisions of the Law No. 67/2014/QH13 on
Investment that have been amended and supplemented a number of articles
under the Law No. 90/2015/QH13, the Law No. 03/2016/QH14, the Law No.
04/2017/QH14, the Law No. 28/2018/QH14 and the Law No. 42/2019/QH14.
___________________________________________________________
This Law was passed on June 17, 2020, by the XIVth National Assembly of
the Socialist Republic of Vietnam at its 9th session.
CHAIRWOMAN OF THE NATIONAL ASSEMBLY

Nguyen Thi Kim Ngan
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Appendix IV
LIST OF SECTORS AND TRADES
SUBJECT TO CONDITIONAL BUSINESS INVESTMENT
No. SECTORS AND TRADES

1 Making seals
2 Trading in supporting tools (including also repair services)
3 Trading in fireworks, excluding firecrackers
Trading in camouflaged sound recording, video recording and
4
positioning devices and software
5 Trading in paintball guns
Trading in clothing and equipment for armed forces, military weapons,
equipment, devices and vehicles exclusively used for national defense or
6
security; components, parts, spare parts, supplies and equipment of
special categories and their manufacturing technologies
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7 Pawn services
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8 Massage services
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Trading in signaling devices of priority vehicles
10 Security services
11 Fire prevention and fighting services
12 Practicing law
13 Practicing notary public profession
Practicing the profession of judicial examination in the fields of finance,
14
banking, construction, antiques, relics and copyright
15 Practicing the profession of property auctioneer
16 Practicing the profession of bailiff
Practicing management and liquidation of assets that if enterprises and
17
cooperatives in the process of bankruptcy settlement
18 Accounting services
19 Auditing services
20 Tax procedure completion services
21 Customs clearance services
22 Trading in duty-free goods
23 Trading in bonded warehouse services and cargo consolidation locations
Trading in locations for customs clearance, gathering, inspection and
24
supervision
25 Trading in securities
Trading securities registration, depository, clearing and settlement
services by the Vietnam Securities Depository and Clearing Corporation,
26
organizations of exchanges for listed securities and securities of other
types
27 Insurance business
28 Re-insurance business
29 Brokerage of insurance and auxiliary activities
30 Insurance agency
31 Price appraisal services
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32 Lottery business
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Prize-winning electronic games for foreigners
34
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Credit rating services atV
35 Casino business
36 Betting business
37 Voluntary pension fund management services
38 Petrol and oil trading
39 Gas trading
40 Commercial assessment services
Trading in industrial explosives (including also explosive destruction
41
services)
42 Trading in explosive precursors
Dealing in sectors and trades involving the use of industrial explosives
43
and explosive precursors
44 Blasting services
Trading in chemicals, except those banned under the International
45 Convention on the Prohibition of the Development, Production,
Stockpiling and Use of Chemical Weapons and their Destruction
46 Trading in liquors
Trading in tobacco products, tobacco materials or machinery and
47
equipment of the tobacco industry
Trading in food subject to specialized management of the Ministry of
48
Industry and Trade
49 Operation of goods exchanges
Electricity generation, transmission, distribution, wholesale, retail, and
50
provision of consultancy services in the electricity industry
51 Rice export
52 Temporary import for re-export of excise tax-liable goods
53 Temporary import for re-export of frozen goods
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Temporary import for re-export of goods on the list of used goods
55
56
Trading in minerals
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Trading in precursors for industrial use
Goods purchase and sale activities and activities directly related to goods
57
sale and purchase activities of foreign service suppliers in Vietnam
58 Trading in the mode of multi-level sale

59 E-commerce
60 Petroleum activities
61 Energy audit
62 Vocational training
63 Vocational training quality evaluation services
64 Vocational skill assessment services
65 Technical testing services of labor safety
66 Labor safety and sanitation training services
67 Employment services
68 Provision of guest worker services
Services of voluntary drug detoxification, tobacco detox, HIV/AIDS
69
treatment, care for the elderly, people with disabilities and children
70 Labor outsourcing services
71 Road transportation
72 Car warranty and maintenance services
73 Car manufacturing, assembling and importing
74 Motor vehicle inspection services
75 Automobile driver training services
76 Traffic safety inspector training services
77 Vehicle driver testing services
78 Traffic safety inspection services
79 Waterway transportation
Inland waterway vessel building, conversion, repair and restoration
80
services
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Inland waterway vessel crewmember and operator training services
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Vessel crewmember training and coaching, and vessel crewmember
recruitment and supply
83 Waterway safety services
84 Sea transportation
85 Seagoing ship towage services
86 Import and demolition of used seagoing ships
87 Seagoing ship building, conversion and repair services
88 Commercial operation of seaport
89 Air transportation services
Provision of the services of designing, manufacturing, maintaining or
90 testing aircraft, aircraft engines, aircraft propellers and other aircraft
equipment and devices in Vietnam
91 Commercial operation of airports and airfields
92 Aviation services at airports and airfields
93 Flight assurance services
94 Aviation staff training and retraining services
95 Railway transportation
96 Commercial operation of railway infrastructure
97 Dealing in urban railway
98 Multimodal transportation services
99 Hazardous cargo transportation services
100 Pipeline transportation
101 Real estate business
102 Clean water business (water used in daily life)
103 Architectural services
104 Construction investment project management consultancy services
105 Construction surveying services
106 Construction designing and construction design appraisal services
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107 Work construction supervision consultancy services
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108 Work construction services
109 Construction activities of foreign contractors
110 Construction investment cost management services
111 Construction inspection services
112 Specialized construction testing services
113 Condominium operation management services
114 Services of management and operation of cremation facilities
115 Construction planning services
116 Trading in white asbestos products of the serpentine group
117 Postal services
118 Telecommunication services
119 Digital signature certification services
120 Operation of publishing houses
121 Printing services, except packaging
122 Publication distribution services
123 Social network services
124 Telecommunication and Internet –based game services
125 Pay radio and television services
126 News website development services
Processing, recycling, repair or renewal of used information technology
127 products on the list of used information technology products banned
from import for foreign partners
Provision of information content services on mobile telecommunications
128
networks and the Internet
129 Domain name registering and maintaining services
130 Data center services
131 Electronic identification and authentication services
132 Trading in network information security products and services
133 Import publication distribution services
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134 Civil cryptographic products and services
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135 Trading in mobile phone jamming devices
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136 Operation of pre-school institutions
137 Operation of general education institutions
138 Operation of higher education institutions
Operation of foreign-invested educational institutions, representative
139 offices of foreign educational institutions in Vietnam, branches of
foreign-invested educational institutions
140 Operation of continuing education institutions
141 Operation of specialized schools
142 Joint training with foreign partners
143 Education quality appraisal
144 Overseas study counseling services
145 Aquatic resource exploitation
146 Trading in aquatic products
147 Trading in aquatic and animal feed
148 Aquatic and animal feed assay services
Trading in bio preparations, microorganisms, chemicals and substances
149 for treatment and improvement of aquaculture and husbandry
environment
150 Building and converting fishing vessels
151 Registering fishing vessels
152 Training and retraining crew members of fishing vessels
Breeding and rearing of wild fauna or flora species prescribed in the
153 appendices to the CITES and the list of endangered, precious and rare
forest plants, animals and aquatic animals
154 Breeding and rearing ordinary forest animals
Import, export, re-export, transit, and introduction from the sea of natural
155 specimens of species prescribed in the appendices to the CITES and lists
of endangered, precious, rare forest plants, animals and aquatic animals
Import, export and re-export of samples of bred or reared animals or

156
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artificially propagated plants of species prescribed in the appendices to
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the CITES and lists of endangered, precious, rare forest plants, animals
and aquatic animals
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Processing, trading, transporting, advertising, displaying and storing
specimens of fauna or flora species stipulated in the appendices to CITES
and lists of endangered, precious, rare forest plants, animals and aquatic
animals
158 Trading in plant protection drugs
159 Treatment of objects subject to plant quarantine
160 Plant protection drug assay services
161 Plant protection services
Trading in veterinary drugs, bio-preparations, vaccines, microorganisms
162
and chemicals for use in animal health
163 Technical services in animal health
164 Testing and surgery services for animals
Vaccination, diagnosis, prescription, medical treatment and heath care
165
services for animals
Veterinary drug testing and assay services (veterinary drugs include
166 veterinary drugs, veterinary drugs for aquatic animals, vaccines, bio-
preparations, microorganisms and chemicals for use in animal health and
aquatic animal health)
167 Farm-based breeding
168 Slaughtering cattle and poultry
Trading in foods under the specialized management of the Ministry of
169
Agriculture and Rural Development
170 Animals and animal product quarantine services
171 Trading in fertilizer
172 Fertilizer assay services
173 Trading in plant varieties and animal breeds
174 Trading in aquatic breeds
175 Services of assaying plant varieties and animal breeds
176 Services of assaying aquatic breeds
Services of testing and assaying bio-products, microorganisms,
177 chemicals and environmental treatment and improvement substances for
use in aquaculture and husbandry environment
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178 Trading in genetically modified products
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179 Medical examination and treatment services
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180 Cosmetic surgery services
181 Trading in drugs
182 Manufacture of cosmetics
183 Trading in pesticides and antiseptics for medical use
184 Trading in medical equipment and devices
Intellectual property assessment services (including assessment of

185
copyright and related rights, industrial property, and plant variety rights)
186 Performance of radiation jobs

187 Atomic energy application assistance services
188 Conformity assessment services
Inspection, calibration and testing of measuring devices and
189
measurement standards
190 Technology assessment, valuation and examination services
Intellectual property representation services (including industrial
191 property representation service and plant variety rights representation
service)
192 Film production and dissemination services
193 Antique assessment services
Formulation, implementation and supervision of the implementation of,
194
projects to maintain, upgrade and restore relics
195 Karaoke or discotheque business
196 Travel services
Dealing in sports activities of sports businesses and professional sports
197
clubs
Organization of art performance, fashion shows, beauty or model
198
contests
199 Dealing in phonograms or video recordings of songs, dances and dramas
200 Accommodation services
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201 Trading in national relics, antiques and treasures
ie
202 Lu atV
Export of relics and antiques not under state ownership or ownership of
political organizations or socio-political organizations; import of cultural
goods subject to specialized management by the Ministry of Culture,
Sports and Tourism
203 Museum services
Dealing in electronic games (except prize-winning electronic games for

204
foreigners and online prize-winning electronic games)
205 Land survey and valuation consultancy services

206 Land use plan and master plan formulation services
Development of information technology technical infrastructure and
207
software for land information systems
208 Land database building services
209 Land valuation services
210 Measuring and mapping services
211 Hydro-meteorology forecasting and warning services
212 Ground water drilling and exploration services
Services of exploiting and using water resources, discharging sewage
213
into water sources
Services of basic survey and consultancy with planning, schemes and

214
reports on water resources
215 Mineral exploration services

216 Mineral mining
217 Waste transport and treatment services
218 Scrap import
219 Environmental observation services
220 Business activities of commercial banks
221 Business activities of non-bank credit institutions
Business activities of cooperative banks, people’s credit funds and
222
microfinance institutions
223 v n
Services of intermediary payment and payment without payment
.
accounts of customers
ie tn am
atV
224 Credit information services
225 Lu
Dealing in business activities and foreign exchange operations of
organizations other than credit institutions
226 Trading in gold plate
227 Money printing and casting

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THE NATIONAL THE SOCIALIST REPUBLIC OF VIETNAM

ASSEMBLY Independence - Freedom - Happiness

Pursuant to the Constitution of the Socialist Republic of Vietnam;

Article 1. Scope of regulation

Article 10. Guarantee of property ownership

Article 21. Forms of investment

Article 29. Investor selection for investment project implementation

Article 37. Cases of carrying out procedures for grant of investment

Article 42. Principles of implementation of investment projects

Article 51. Principles of offshore investment activities

Article 56. Competence to approve offshore investment policy

Article 60. Conditions for grant of offshore investment registration

Article 65. Opening of offshore investment capital accounts

Article 69. Responsibility for state management of investment

Article 75. Amendments and supplements to a number of articles of

CHAIRWOMAN OF THE NATIONAL ASSEMBLY

No. SECTORS AND TRADES

58 Trading in the mode of multi-level sale

Import, export and re-export of samples of bred or reared animals or

183 Trading in pesticides and antiseptics for medical use

184 Trading in medical equipment and devices

Intellectual property assessment services (including assessment of

186 Performance of radiation jobs

Dealing in electronic games (except prize-winning electronic games for

205 Land survey and valuation consultancy services

Services of basic survey and consultancy with planning, schemes and

215 Mineral exploration services

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