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| THE NATIONAL ASSEMBLY | SOCIALIST REPUBLIC OF VIET NAM |
| No. 4-HDNN8 | Hanoi, December 29, 1987 |
ON FOREIGN INVESTMENT IN VIETNAM
In order to expand economic co-operation with foreign countries, develop the national economy and increase exports on the basis of the efficient exploitation of natural resources, labour, and all other potential of the country;
In order to encourage, and create favorable conditions for the investment in Vietnam by foreign organizations and individuals and the expansion of co-operation and investment between foreign countries and Vietnamese economic organizations from all sectors;
In order to encourage foreign organizations and individuals to invest in Vietnam and to encourage Vietnamese enterprises from different economic sectors to expand further their co-operation and investment with foreign countries;
In accordance with articles 24, 25 and 84 of the Constitution of the Socialist Republic of Vietnam;
This Law makes provisions for investment by foreign organizations and individuals in the Socialist Republic of Vietnam.
The State of Vietnam guarantees the ownership of invested capital and other rights of foreign organizations and individuals, and provides favorable conditions and simple procedures for investment in Vietnam.
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In this Law, the following terms shall have the meanings ascribed to them thereunder:
1. foreign party means one or more foreign individuals or legal economic entities.
2. Vietnamese party means one or more business enterprises from any economic sector.
3. Foreign investment means direct investment in Vietnam, in accordance with the provisions of this Law, of foreign currency or such assets as may be approved by the Vietnamese overnment by foreign organizations and individuals for the purposes of contractual business co-operation, or for the establishment of a joint venture enterprise or an enterprise with one hundred (100) per cent foreign owned capital.
4. The two sides means the Vietnamese party and the foreign party.
5. Multi-party means a Vietnamese party and more than one foreign party, or a foreign party and more than one Vietnamese party, or more than one Vietnamese party and more than one foreign party.
6. A business co-operation contract means a contract in writing for business co-operation signed by the two or more parties which comprise the two sides.
7. A joint venture contract means a contract in writing for the establishment of a joint venture enterprise, signed by two or more parties which comprise the two sides, or a contract for the establishment in Vietnam of a new joint venture enterprise and Article 1 foreign organization or individual.
8. Contributed capital means the capital contributed by a foreign or Vietnamese party which forms part of the capital of a joint venture enterprise but does not include any loans or other credits provided to the joint venture enterprise.
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article 4 of this Law.
10. Prescribed capital means the initial capital of a joint venture enterprise as stated in its charter.
11. A joint venture enterprise means an enterprise set up in Vietnam either by the two sides pursuant to a joint venture contract, each side comprising one or more parties, or pursuant to an agreement between the Government of the Socialist Republic of Vietnam and Article 1 foreign government, or means a new enterprise set up in Vietnam by an existing joint venture enterprise which has contracted with a foreign organization or individual.
12. An enterprise with one hundred (100) per cent foreign owned capital means an enterprise the capital of which is one hundred (100) per cent owned by foreign organizations or individuals and which is authorized by the Government of the Socialist Republic of Vietnam to be established in Vietnam.
13. An enterprise with foreign owned capital means either a joint venture enterprise or an enterprise with one hundred (100) per cent foreign owned capital.
14. Export Processing Zone means an industrial zone with specific boundaries established by the Government and containing one or more enterprises specializing in production of goods for export and in provision of services in relation to export oriented production and other export activities.
15. Export Processing Enterprise means an enterprise establishedand operating within an Export Processing Zone.
16. Build-Operate-Transfer Contract means a document in writing signed by foreign organizations or individuals and an authorized State body of Vietnam for the construction and commercial management of an infrastructure project for a fixed duration. Upon expiry of the
duration the foreign organizations or individuals shall, without compensation, transfer the project to the Government of Vietnam.
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2. The State of Vietnam encourages foreign organizations and individuals to invest in the following sectors:
3. Implementation of major economic programs, export oriented production, and import substitution.
4. The use of high technology, skilled labour, and concentrated investment in the exploitation and exhaustive utilization of potential resources and in the increasing of the production capacity of existing factories.
5. Production which is labour intensive and uses existing materials and natural resources available in Vietnam.
6. Building of infrastructure projects.
7. Foreign currency earning services such as tourism, ship repairing, airports, and sea ports and other services.
A detailed list of the areas in which foreign investment is encouraged will be published by the State body in charge of foreign investment. Vietnamese private economic organizations shall be permitted to enter into business co-operation contracts with foreign organizations and individuals, in the economic sectors, and subject to the conditions, stipulated by the Government.
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Foreign organizations and individuals may invest in any of the following forms:
1. Contractual business co-operation.
2. Joint venture enterprise or corporation, generally called joint venture enterprise.
3. An enterprise with one hundred (100) per cent foreign owned capital.
The two sides shall agree upon, and expressly state in the business co-operation contract, the objects and nature of the business, their respective rights, obligations and responsibilities, and the relationship between them.
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Each joint venture enterprise shall be a legal entity which is subject to the laws of Vietnam.
The foreign party to a joint venture enterprise may make its contribution to prescribed capital in:
1. Foreign currency.
2. Plant, buildings, equipment, machinery, tools, components, and spare parts.
3. Patents, technical know-how, technological processes, and technical services.
The Vietnamese party to a joint venture enterprise may make its contribution to prescribed capital in:
1. Vietnamese currency or foreign currency.
2. Natural resources as stipulated by the Government of Vietnam.
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4. The value of the right to use land, water and sea surface in accordance with regulations stipulated by the Government of Vietnam.
5. Plant, other building structures, equipment, machinery, tools, components and spare parts.
6. Supervision of construction and commissioning of plant, patents, technical know-how, technological processes and technical services.
The parties may agree to contribute to prescribed capital in forms other than those described above.
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The chairman of the board of management shall be appointed in accordance with the agreement of the parties.
The general director and deputy general directors shall be appointed by the board of management to conduct the day-to-day business of the joint venture enterprise and shall be responsible to it for the operation of the joint venture enterprise. Either the general director or the first deputy general director of the board of management shall be a Vietnamese citizen.
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Each enterprise with one hundred (100) per cent foreign owned capital shall be a legal entity which is subject to the laws of Vietnam. In accordance with the decision made by the Government and on the basis of agreements with the owners of the enterprises, Vietnamese business enterprises shall be permitted to purchase part by part the capital of enterprises in important economic sectors.
Based on regulations made by the Standing Committee of the National Assembly, the Government may determine a longer duration in respect of each project but the maximum duration shall not exceed seventy (70) years.
Where advanced technical qualifications are required and Vietnamese persons having those qualifications are not available, the enterprise may recruit foreign personnel.
The rights and obligations of the Vietnamese employees working in an enterprise with foreign owned capital shall be provided for in labour contracts.
The salaries and allowances of Vietnamese employees shall be paid from the bank account of the joint venture enterprise in Vietnamese or foreign currency.
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In special cases an enterprise with foreign owned capital may open Article 1 loan account at a bank located in a foreign country subject to an approval given by the State Bank of Vietnam.
An enterprise with foreign owned capital shall have the status of Article 1 legal entity from the date of registration of its charter by the State body in charge of foreign investment.
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The transfer of goods between business enterprises in the Vietnamese market and Export Processing Enterprises shall be regarded as export-import business and shall be regulated in accordance with the regulations of export-import law.
The Government shall promulgate regulations on Export Processing Zones and Export Processing Enterprises.
The Government shall make detailed regulations on investment in the form of Build-Operate-Transfer Contracts.
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In cases where the benefits of the parties to a licensed business co-operation or to a licensed enterprise with foreign owned capital are reduced due to any change in the law of Vietnam the State shall take appropriate measures to protect the interest of the investors.
Foreign organizations and individuals investing in Vietnam shall have the right to transfer abroad:
1. Their share of profits derived from business operations.
2. Any payments due as a result of provision of technology or services.
3. The principal of any loan made in the course of a business operation together with interest thereon.
4. Their invested capital.
5. Other sums of money and assets lawfully owned by them.
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If, however, the parties to a dispute fail to agree, then the dispute shall be referred to a ietnamese economic arbitration body or other arbitration or judicial body as may be agreed.
RIGHTS AND OBLIGATIONS OF FOREIGN ORGANIZATIONS AND INDIVIDUALS
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In the case of profits derived from oil and gas and certain other valuable and rare resources, profits tax shall be levied at a higher rate in accordance with accepted international practice.
Operating losses incurred by a joint venture enterprise in any year may be carried forward to the following year and set off against the profits of that year. Any losses remaining after such set off may be carried forward on the same basis for up to five successive years.
In respect of enterprises with one hundred (100) per cent foreign owned capital the Government may, in cases where encouragement of investment is needed, decide to give preferential treatment to those enterprises as regulated in paragraph 1 and paragraph 2 of this article.
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In special cases where encouragement of investment is needed, exemption from, or reduction of, the tax may be granted by the State body in charge of foreign investment.
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In special cases where encouragement of investment is needed the State body in charge of foreign investment may grant exemption from, or reduction of, the export and import duty.
Export Processing Enterprises shall be entitled to:
1. exemption from payment of export duty on goods exported to foreign countries and from payment of import duty on goods imported from foreign countries.
2. enjoy preferential tax rates as stated in article 28 and article 33 of this Law. The Government shall stipulate specifically the preferential tax rates for each type of Export Processing Enterprise.
STATE BODY IN CHARGE OF FOREIGN INVESTMENT
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The State body in charge of foreign investment shall have the following powers and duties:
1. To assist foreign and Vietnamese parties in the negotiation and conclusion of business co-operation and joint venture contracts, assist foreign organizations and individuals in the establishment in Vietnam of enterprises with one hundred (100) per cent foreign owned capital, and assist in the resolution of all other matters at the request of those organizations and individuals.
2. To consider and approve business co-operation, joint venture and build-operate-transfer contracts, to permit foreign organizations and individuals to establish enterprises with one hundred (100) per cent foreign owned capital and to approve the charters of enterprises with foreign owned capital.
3. To determine and grant preferential treatment to enterprises with foreign owned capital and to parties to business co-operation contracts.
4. To monitor and supervise the performance of business co-operation contracts and the operation of enterprises with foreign owned capital.
5. To analyze the economic activities of enterprises with foreign owned capital.
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This Law was approved by the Legislature VIII of the National Assembly of the Socialist Republic of Vietnam at its 2nd Session, on December 29, 1987.
FOR THE NATIONAL ASSEMBLY
PRESIDENT OF THE NATIONAL ASSEMBLY
Le Quang Dao
- 1Law No. 67/2014/QH13 dated November 26, 2014, on investment
- 2416/2006/QD-BKH No. 416/2006/QD-BKH of May 03, 2006, authorizing the management board of Lao Bao Special Trade-economic zone, Quang Tri province, to formulate projects; receive and consider project dossiers; grant, adjust and withdraw investment licenses and manage operation of foreign direct investment projects in Lao Bao Special Trade-economic zone.
- 3Circular No. 03/TT-NH5 of September 09, 1996, guiding for the implementation of temporary Regulation on the organization and operation of Finance Leasing Companies in Vietnam issued under the Decree No.64/CP on 9 October, 1995.
- 4Decree no 189-CP of December 23, 1994 guiding the implementation of the law on business bankruptcy promulgated by the Government
- 5Decision No.1343-TM/PC, promulgated by the Ministry of Trade, issuing the Regulation for expertise of import-export goods.
- 1Law No. 67/2014/QH13 dated November 26, 2014, on investment
- 2416/2006/QD-BKH No. 416/2006/QD-BKH of May 03, 2006, authorizing the management board of Lao Bao Special Trade-economic zone, Quang Tri province, to formulate projects; receive and consider project dossiers; grant, adjust and withdraw investment licenses and manage operation of foreign direct investment projects in Lao Bao Special Trade-economic zone.
- 3Circular No. 03/TT-NH5 of September 09, 1996, guiding for the implementation of temporary Regulation on the organization and operation of Finance Leasing Companies in Vietnam issued under the Decree No.64/CP on 9 October, 1995.
- 4Decree no 189-CP of December 23, 1994 guiding the implementation of the law on business bankruptcy promulgated by the Government
- 5Decision No.1343-TM/PC, promulgated by the Ministry of Trade, issuing the Regulation for expertise of import-export goods.
- 6Decree No. 18-CP of April 16, 1993, providing regulations on foreign investment in Vietnam
Law No. 04-HDNN8 of December 29, 1987, on foreign investment in Vietnam.
- Số hiệu: 04-HDNN8
- Loại văn bản: Luật
- Ngày ban hành: 29/12/1987
- Nơi ban hành: Quốc hội
- Người ký: Lê Quang Đạo
- Ngày công báo: Đang cập nhật
- Số công báo: Đang cập nhật
- Ngày hiệu lực: Kiểm tra
- Tình trạng hiệu lực: Kiểm tra