This Law provides for investment activities for business purposes; rights and obligations of investors; assurance of legitimate rights and interests of investors; investment encouragement and preferences; state management of investment in Vietnam and offshore investment from Vietnam.
INVESTMENT LAW
Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001/QH10 dated December 25, 2001 of the Xth National Assembly, the 10th session;
This Law provides for investment activities.
Chapter I
GENERAL PROVISIONS
Article 1.
Regulation scope
This Law provides for investment activities for business purposes; rights and obligations of investors; assurance of legitimate rights and interests of investors; investment encouragement and preferences; state management of investment in Vietnam and offshore investment from Vietnam.
Article 2.
Application subjects
1. Domestic and foreign investors carrying out investment activities in the Vietnamese territory and making offshore investment from Vietnam.
2. Organizations and individuals involved in investment activities.
Article 3.
Interpretation of terms
In this Law, the terms below shall be construed as follows:
1. Investment means the use of capital in the form of tangible or intangible assets by investors to create assets for carrying out investment activities in accordance with the provisions of this Law and other relevant provisions of law.
2. Direct investment means a form of investment whereby investors use capital for investment and take part in the management of investment activities.
3. Indirect investment means a form of investment through the purchase of shares, share certificates, bonds, other valuable papers or a securities investment fund and through other intermediary financial institutions whereby investors do not directly participate in the management of investment activities.
4. Investors means any organizations or individuals carrying out investment activities in accordance with the provisions of Vietnamese law, including:
a) Enterprises of all economic sectors, which are established under the Enterprise Law;
b) Cooperatives, unions of cooperatives, which are established under the Cooperatives Law;
c) Foreign-invested enterprises, which are established before the effective date of this Law;
d) Business households, individuals;
e) Foreign organizations and individuals; overseas Vietnamese; foreigners permanently residing in Vietnam;
f) Other organizations as provided by Vietnamese law.
5. Foreign investors mean foreign organizations or individuals using capital for investment activities in Vietnam.
6. Foreign-invested enterprises include enterprises established by foreign investors to carry out investment activities in Vietnam; Vietnamese enterprises which foreign investors purchase shares from, merge with or buy;
7. Investment activities mean activities of investors in the investment process, covering the stages of investment preparation, execution and management of investment projects.
8. Investment project means a combination of proposals on the use of medium- or long-term capital to carry out investment activities in a specific geographical area and for a definite duration.
9. Investment capital means lawful money and other lawful assets used for carrying out investment activities in the form of direct or indirect investment.
10. State capital means the state budget’s development investment capital, State-guaranteed credit capital, the State’s development investment credit capital and other investment capital of the State.
11. Investment owners mean organizations or individuals that own capital or the persons representing the capital owners or capital borrowers that directly manage and use capital to carry out investment activities.
12. Foreign investment means that foreign investors bring into Vietnam capital in lawful money or other lawful assets to carry out investment activities.
13. Domestic investment means that domestic investors use capital in lawful money or other lawful assets to carryout investment activities in Vietnam.
14. Offshore investment means that investors bring capital in lawful money or other lawful assets from Vietnam to foreign countries to carry out investment activities.
15. Conditional investment domains mean domains where investment shall only be permitted under specific conditions stipulated by law.
16. Business cooperation contract (hereinafter called BCC for short) means a form of investment signed between investors for business cooperation with profit-sharing or product-sharing, without creating a legal entity.
17. Build-operate-transfer contract (hereinafter called BOT contract for short) means a form of investment signed between a competent state body and an investor for the construction and commercial operation of an infrastructure facility for a definite duration; upon the expiration of such duration, the investor shall transfer such facility to the Vietnamese State without any refunds.. 18. Build-transfer-operate contract (hereinafter called BTO contract for short) means a form of investment signed between a competent state body and an investor for the construction of an infrastructure facility; upon the completion of construction, the investor shall transfer such facility to the Vietnamese State; the Government shall grant the investor the right to commercially operate such facility for a definite duration in order to recover investment capital and gain profits.
19. Build-transfer contract (hereinafter called BT contract for short) means a form of investment signed between a competent state body and an investor for the construction of an infrastructure facility; upon the completion of construction, the investor shall transfer such facility to the Vietnamese State; the Government shall create conditions for the investor to execute other projects in order to recover investment capital and gain profits or pay the investor under agreements in the BT contract.
20. Industrial park means an area specialized in the production of industrial goods and the provision of services for industrial production, which has definite geographical boundaries and is established under the Government’s regulations.
21. Export processing zone means an industrial zone specialized in the production of goods for export, the provision of services for production of goods for export and export activities, which has definite geographical boundaries and is established under the Government’s regulations.
22. Hi-tech park means an area specialized in research, development and application of high technologies, nourishment of hi-tech enterprises, training of hi-tech human resources, and manufacture and trading of hi-tech products, which has definite geographical boundaries and is established under the Government’s regulations.
3. Economic zone means an area with its economic space separated from investment and business environment, which is particularly convenient for investors, has definite geographical boundaries and is established under the Government’s regulations.
Article 4.
Investment policies
1. Investors may invest in domains, branches and trades not banned by law; have the right to autonomy and decide on their investment activities in accordance with the provisions of Vietnamese law.
2. The State shall treat equally before law investors of all economic sectors, as between domestic investment and foreign investment; shall encourage and create favorable conditions for investment activities.
3. The State shall recognize and protect the right to ownership of assets, investment capital and incomes as well as other legitimate rights and interests of investors; shall recognize the long-term existence and development of investment activities.
4. The State shall undertake to implement investment-related treaties to which the Socialist Republic of Vietnam is a contracting party.
5. The State shall encourage and adopt investment preferential policies for domains and geographical areas entitled thereto.
Article 5.
Application of investment law, treaties, foreign laws and international investment practices
1. Investment activities of investors within the Vietnamese territory must comply with the provisions of this Law and relevant provisions of law.
2. Particular investment activities provided for in other laws shall be subject to the provisions of such laws.
3. Where a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from the provisions of this Law, the provisions of such treaty shall apply.
4. With regard to foreign investment activities, which have not yet been provided for by Vietnamese law, the concerned parties may agree in contracts on the application of foreign laws and international investment practices if such application does not contravene the fundamental principles of Vietnamese law.